10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED February 22, 2009.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____

Commission file number: 001-01185

GENERAL MILLS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	41-0274440 (I.R.S. Employer Identification No.)
Number One General Mills Boulevard Minneapolis, MN (Mail: P.O. Box 1113) (Address of principal executive offices)	55426 (Mail: 55440) (Zip Code)

(763) 764-7600
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   x Accelerated filer   o

Non-accelerated filer     o   (Do not check if a smaller reporting company) Smaller reporting company   o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

Number of shares of Common Stock outstanding as of March 12, 2009: 328,978,674 (excluding 48,327,990 shares held in the treasury).

General Mills, Inc.

Table of Contents

PART I – Financial Information		Page
Item 1.	Financial Statements
	Consolidated Statements of Earnings for the quarterly and nine-month periods ended February 22, 2009, and February 24, 2008		3
	Consolidated Balance Sheets as of February 22, 2009, and May 25, 2008		4
	Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the nine-month period ended February 22, 2009, and the fiscal year ended May 25, 2008		5
	Consolidated Statements of Cash Flows for the nine-month periods ended February 22, 2009, and February 24, 2008		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		32
Item 4.	Controls and Procedures		33
PART II – Other Information
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		34
Item 6.	Exhibits		35
Signatures			36
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-10.5
EX-10.6
EX-10.7
EX-10.8
EX-10.9
EX-10.10
EX-10.11
EX-10.12
EX-10.13
EX-10.14
EX-10.15
EX-10.16
EX-10.17
EX-12.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.

GENERAL MILLS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited) (In Millions, Except per Share Data)

					Nine-Month
	Quarter Ended				Period Ended
	Feb. 22,		Feb. 24,		Feb. 22,			Feb. 24,
	2009		2008		2009			2008
Net sales	$	3,537.4	$	3,405.6	$	11,045.6		$	10,181.0
Cost of sales		2,259.9		2,051.4		7,356.7			6,339.4
Selling, general, and administrative expenses		671.0		653.8		2,119.8			1,926.7
Divestiture (gain)		—		—		(128.8	)		—
Restructuring, impairment, and other exit costs		1.2		5.0		6.4			22.3
Operating profit		605.3		695.4		1,691.5			1,892.6
Interest, net		100.4		102.6		287.6			331.8
Earnings before income taxes and after-tax earnings from joint ventures		504.9		592.8		1,403.9			1,560.8
Income taxes		231.7		192.4		538.0			531.0
After-tax earnings from joint ventures		15.7		29.7		79.7			79.7
Net earnings	$	288.9	$	430.1	$	945.6		$	1,109.5
Earnings per share - basic	$	0.88	$	1.28	$	2.84		$	3.32
Earnings per share - diluted	$	0.85	$	1.23	$	2.73		$	3.19
Dividends per share	$	0.43	$	0.39	$	1.29		$	1.17

See accompanying notes to consolidated financial statements.

3

GENERAL MILLS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Millions, Except Par Value)

	Feb. 22,			May 25,
	2009			2008
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	937.3		$	661.0
Receivables		1,136.0			1,081.6
Inventories		1,360.6			1,366.8
Deferred income taxes		35.1			—
Prepaid expenses and other current assets		419.9			510.6
Total current assets		3,888.9			3,620.0
Land, buildings, and equipment		2,973.6			3,108.1
Goodwill		6,607.5			6,786.1
Other intangible assets		3,680.4			3,777.2
Other assets		1,928.3			1,750.2
Total assets	$	19,078.7		$	19,041.6
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	716.1		$	937.3
Current portion of long-term debt		518.3			442.0
Notes payable		1,413.8			2,208.8
Deferred income taxes		—			28.4
Other current liabilities		1,379.9			1,239.8
Total current liabilities		4,028.1			4,856.3
Long-term debt		5,755.4			4,348.7
Deferred income taxes		1,420.4			1,454.6
Other liabilities		2,095.4			1,923.9
Total liabilities		13,299.3			12,583.5
Minority interests		242.3			242.3
Stockholders’ equity:
Common stock, 377.3 shares issued, $0.10 par value		37.7			37.7
Additional paid-in capital		1,230.1			1,149.1
Retained earnings		7,018.5			6,510.7
Common stock in treasury, at cost, shares of 48.6 and 39.8		(2,436.3	)		(1,658.4	)
Accumulated other comprehensive income (loss)		(312.9	)		176.7
Total stockholders’ equity		5,537.1			6,215.8
Total liabilities and equity	$	19,078.7		$	19,041.6

See accompanying notes to consolidated financial statements.

4

GENERAL MILLS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)
(Unaudited) (In Millions, Except per Share Data)

	$0.10 Par Value Common Stock
	(One Billion Shares Authorized)
	Issued									Treasury									Accumulated
							Additional												Other
				Par			Paid-In									Retained			Comprehensive
	Shares			Amount			Capital			Shares			Amount			Earnings			Income (Loss)			Total
Balance as of May 27, 2007		502.3		$	50.2		$	5,841.3			(161.7	)		($6,198.0	)	$	5,745.3			($119.7	)	$	5,319.1
Comprehensive income:
Net earnings																	1,294.7						1,294.7
Other comprehensive income, net of tax:
Net change on hedge derivatives and securities																				(1.8	)		(1.8	)
Foreign currency translation																				246.3			246.3
Amortization of losses and prior service costs																				12.5			12.5
Minimum pension liability adjustment																				39.4			39.4
Other comprehensive income																				296.4			296.4
Total comprehensive income																							1,591.1
Cash dividends declared ($1.57 per share)																	(529.7	)					(529.7	)
Stock compensation plans (includes income tax benefits of $55.7)								121.0			6.5			261.6									382.6
Shares purchased											(23.9	)		(1,384.6	)								(1,384.6	)
Retirement of treasury shares		(125.0	)		(12.5	)		(5,068.3	)		125.0			5,080.8									—
Shares issued under forward purchase contract								168.2			14.3			581.8									750.0
Unearned compensation related to restricted stock awards								(104.1	)														(104.1	)
Adoption of FIN 48								57.8									8.4						66.2
Capital appreciation paid to holders of Series B-1 limited membership interests in General Mills Cereals, LLC (GMC)																	(8.0	)					(8.0	)
Earned compensation								133.2															133.2
Balance as of May 25, 2008		377.3			37.7			1,149.1			(39.8	)		(1,658.4	)		6,510.7			176.7			6,215.8
Comprehensive income:
Net earnings																	945.6						945.6
Other comprehensive loss, net of tax:
Net change on hedge derivatives and securities																				31.5			31.5
Foreign currency translation																				(531.2	)		(531.2	)
Amortization of losses and prior service costs																				10.1			10.1
Other comprehensive loss																				(489.6	)		(489.6	)
Total comprehensive income																							456.0
Cash dividends declared ($1.29 per share)																	(437.8	)					(437.8	)
Stock compensation plans (includes income tax benefits of $91.0)								40.6			9.2			416.0									456.6
Shares purchased											(18.9	)		(1,232.5	)								(1,232.5	)
Shares issued for acquisition								16.4			0.9			38.6									55.0
Unearned compensation related to restricted stock awards								(74.5	)														(74.5	)
Earned compensation								98.5															98.5
Balance as of Feb. 22, 2009		377.3		$	37.7		$	1,230.1			(48.6	)		($2,436.3	)	$	7,018.5			($312.9	)	$	5,537.1

See accompanying notes to consolidated financial statements.

5

GENERAL MILLS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In Millions)

	Nine-Month Period Ended
	Feb. 22,			Feb. 24,
	2009			2008
Cash Flows - Operating Activities
Net earnings	$	945.6		$	1,109.5
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		333.6			348.7
After-tax earnings from joint ventures		(79.7	)		(79.7	)
Stock-based compensation		98.5			109.6
Deferred income taxes		(19.6	)		(28.0	)
Tax benefit on exercised options		(91.0	)		(28.3	)
Distributions of earnings from joint ventures		29.9			50.1
Pension, other postretirement, and postemployment benefit costs		(45.2	)		(20.7	)
Divestiture (gain)		(128.8	)		—
Gain on insurance settlement		(41.3	)		—
Restructuring, impairment, and other exit costs		(1.6	)		7.8
Changes in current assets and liabilities		139.8			(536.8	)
Other, net		(10.3	)		(18.3	)
Net cash provided by operating activities		1,129.9			913.9
Cash Flows - Investing Activities
Purchases of land, buildings, and equipment		(351.1	)		(299.2	)
Acquisitions		—			1.4
Investments in affiliates, net		(6.8	)		5.3
Proceeds from disposal of land, buildings, and equipment		2.0			11.7
Proceeds from divestiture of product line		192.5			—
Proceeds from insurance settlement		41.3			—
Other, net		(34.2	)		(13.2	)
Net cash used by investing activities		(156.3	)		(294.0	)
Cash Flows - Financing Activities
Change in notes payable		(775.7	)		1,171.4
Issuance of long-term debt		1,850.0			700.0
Payment of long-term debt		(358.1	)		(480.0	)
Settlement of Lehman Brothers forward purchase contract		—			750.0
Repurchase of Series B-1 limited membership interests in GMC		—			(843.0	)
Repurchase of General Mills Capital, Inc. preferred stock		—			(150.0	)
Proceeds from sale of Class A limited membership interests in GMC		—			92.3
Proceeds from common stock issued on exercised options		286.6			111.5
Tax benefit on exercised options		91.0			28.3
Purchases of common stock for treasury		(1,232.4	)		(1,428.6	)
Dividends paid		(437.8	)		(395.0	)
Other, net		(9.5	)		(3.8	)
Net cash used by financing activities		(585.9	)		(446.9	)
Effect of exchange rate changes on cash and cash equivalents		(111.4	)		30.3
Increase in cash and cash equivalents		276.3			203.3
Cash and cash equivalents - beginning of year		661.0			417.1
Cash and cash equivalents - end of period	$	937.3		$	620.4
Cash Flow from Changes in Current Assets and Liabilities
Receivables	$	(130.4	)	$	(165.3	)
Inventories		(61.5	)		(442.9	)
Prepaid expenses and other current assets		72.1			(48.7	)
Accounts payable		(137.6	)		6.7
Other current liabilities		397.2			113.4
Changes in current assets and liabilities	$	139.8		$	(536.8	)

See accompanying notes to consolidated financial statements.

6

GENERAL MILLS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Background

The accompanying Consolidated Financial Statements of General Mills, Inc. (we, us, our, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information, and with the rules and regulations for reporting on Form 10-Q. Accordingly, they do not include certain information and disclosures required for comprehensive financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature. Operating results for the quarterly and nine-month periods ended February 22, 2009, are not necessarily indicative of the results that may be expected for the fiscal year ending May 31, 2009. Fiscal 2009 consists of 53 weeks compared to 52 weeks in fiscal 2008. The additional week will be included in the fourth quarter of the year.

These statements should be read in conjunction with the Consolidated Financial Statements and footnotes included in our Annual Report on Form 10-K for the fiscal year ended May 25, 2008. The accounting policies used in preparing these Consolidated Financial Statements are the same as those described in Note 2 to the Consolidated Financial Statements in that Form 10-K, except as discussed in Notes 6 and 18 to these Consolidated Financial Statements.

(2) Acquisitions and Divestitures

Subsequent to the end of the third quarter, we entered into an agreement to sell a portion of the assets of the frozen unbaked bread dough product line for our Bakeries and Foodservice segment. Certain assets being sold are shared with a frozen dinner roll product line for our U.S. Retail segment. Coincident with the sale, we will exit this product line. We expect the transaction to close during the fourth quarter of fiscal 2009. We expect to record a loss on this transaction of approximately $32 million after-tax in the fourth quarter of fiscal 2009. We will present this transaction as a divestiture in our Consolidated Statements of Earnings.

During the second quarter of fiscal 2009, we sold our Pop•Secret microwave popcorn product line for $192.5 million in cash. The transaction was completed on September 15, 2008, and we recorded a pre-tax gain of $128.8 million. We received cash proceeds of $158.9 million after repayment of a lease obligation and transaction costs.

During the first quarter of fiscal 2009, we acquired Humm Foods, Inc. (Humm Foods), the maker of Lärabar fruit and nut energy bars. We issued 0.9 million shares of our common stock with a value of $55.0 million to the shareholders of Humm Foods as consideration for the acquisition. We recorded the purchase price less tangible and intangible net assets acquired as goodwill of $42.8 million. The pro forma effect of this acquisition was not material.

During the third quarter of fiscal 2008, the 8^th Continent soymilk business was sold. Our 50 percent share of the after-tax gain on this sale was $2.2 million. In the third quarter of fiscal 2008, we recognized $1.7 million of this gain in after-tax earnings from joint ventures. We will record an additional after-tax gain of up to $0.5 million in the first quarter of fiscal 2010 if certain conditions are satisfied.

During the first quarter of fiscal 2008, we acquired a controlling interest in HD Distributors (Thailand) Company Limited. Prior to acquiring the controlling interest, we accounted for our investment as a joint venture. The purchase price, net of cash acquired, resulted in a $1.3 million cash inflow classified in acquisitions on the Consolidated Statements of Cash Flows. The pro forma effect of this acquisition was not material.

7

(3) Restructuring, Impairment, and Other Exit Costs

Restructuring, impairment, and other exit costs were as follows:

						Nine-Month
	Quarter Ended					Period Ended
	Feb. 22,			Feb. 24,		Feb. 22,		Feb. 24,
In Millions	2009			2008		2009		2008
Closure of Trenton, Ontario frozen dough plant	$	0.9		$	1.3	$	4.4	$	9.8
Restructuring of production scheduling and discontinuation of cake product line at Chanhassen, Minnesota plant		—			—		1.3		3.0
Closure of Poplar, Wisconsin plant		0.4			—		0.7		2.7
Closure of Allentown, Pennsylvania frozen waffle plant		—			0.7		—		10.8
Gain on sale of previously closed Vallejo, California plant		—			—		—		(7.1	)
Charges associated with restructuring actions previously announced		(0.1	)		3.0		—		3.1
Total	$	1.2		$	5.0	$	6.4	$	22.3

During the nine-month period ended February 22, 2009, we did not undertake any new restructuring actions. We incurred incremental plant closure expenses related to previously announced restructuring activities of $1.2 million in the third quarter of fiscal 2009 and $6.4 million in the nine-month period ended February 22, 2009.

During the nine-month period ended February 24, 2008, we approved a plan to transfer Old El Paso production from our Poplar, Wisconsin facility to other plants and close the Poplar facility. This action to improve capacity utilization and reduce costs affected 113 employees at the Poplar facility, and resulted in a charge of $2.7 million consisting entirely of employee severance. This project was completed in the third quarter of fiscal 2009. Due to declining financial results, we decided to exit our frozen waffle product line (retail and foodservice) and to close our frozen waffle plant in Allentown, Pennsylvania, affecting 111 employees. We recorded a charge of $10.8 million related to this closure, consisting of $3.9 million of employee severance, a $6.2 million non-cash impairment charge against long-lived assets at the plant, and $0.7 million of incremental plant closure expenses. We also completed an analysis of the viability of our Bakeries and Foodservice frozen dough facility in Trenton, Ontario, and closed the facility, affecting 470 employees. We recorded a $9.8 million charge for employee severance expenses and curtailment charges associated with a defined benefit pension plan. We expect to make limited use of the plant during fiscal 2009 while we evaluate sublease or lease termination options. These actions, including the anticipated timing of the disposition of the plants we closed, are expected to be completed by May 31, 2009. We also restructured our production scheduling and discontinued our cake product line at our Chanhassen, Minnesota Bakeries and Foodservice plant. These actions affected 125 employees, and we recorded a charge for employee severance of $3.0 million. This action was completed in fiscal 2009. Finally, we recorded additional charges of $3.1 million primarily related to previously announced Bakeries and Foodservice segment restructuring actions. This amount consisted entirely of employee severance for 38 employees. This action was completed in fiscal 2008.

During the nine-month period ended February 24, 2008, we sold our previously closed Vallejo, California plant and received $10.6 million in proceeds.

The charges we expect to incur with respect to previously announced restructuring actions are $17 million in fiscal 2009 and $1 million in fiscal 2010.

8

(4) Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill during fiscal 2009 were as follows:

							Bakeries and			Joint
In Millions	U.S. Retail			International			Foodservice			Ventures			Total
Balance as of May 25, 2008	$	5,107.0		$	146.4		$	955.7		$	577.0		$	6,786.1
Acquisition of Humm Foods		42.8			—			—			—			42.8
Divestiture of Pop•Secret product line		(17.8	)		(0.1	)		(0.7	)		—			(18.6	)
Deferred tax adjustment related to Pop•Secret divestiture		(44.2	)		(4.2	)		(12.2	)		—			(60.6	)
Other activity, primarily foreign currency translation		—			(34.9	)		—			(107.3	)		(142.2	)
Balance as of Feb. 22, 2009	$	5,087.8		$	107.2		$	942.8		$	469.7		$	6,607.5

Future adjustments to goodwill may occur upon the final resolution of certain income tax accounting matters.

The changes in the carrying amount of other intangible assets, primarily brand intangibles, during fiscal 2009 were as follows:

In Millions	U.S. Retail		International			Joint Ventures			Total
Balance as of May 25, 2008	$	3,175.2	$	518.8		$	83.2		$	3,777.2
Acquisition of Humm Foods		19.4		—			—			19.4
Other activity, primarily foreign currency translation		—		(102.8	)		(13.4	)		(116.2	)
Balance as of Feb. 22, 2009	$	3,194.6	$	416.0		$	69.8		$	3,680.4

(5) Inventories

The components of inventories were as follows:

	Feb. 22,			May 25,
In Millions	2009			2008
Raw materials and packaging	$	284.3		$	265.0
Finished goods		1,125.6			1,012.4
Grain		116.2			215.2
Excess of FIFO or weighted-average cost over LIFO cost		(165.5	)		(125.8	)
Total	$	1,360.6		$	1,366.8

(6) Fair Values, Derivatives, and Grain Inventories

As a part of our ongoing operations, we are exposed to market risks such as changes in interest rates, foreign currency exchange rates, and commodity prices. To manage these risks, we may enter into various derivative transactions (e.g., futures, options, and swaps) pursuant to our established policies.

Commodity Price Risk. Many commodities we use in the production and distribution of our products are exposed to market price risks. We use derivatives to hedge price risk for our principal raw materials and energy input costs including grains (wheat, oats, and corn), oils (principally soybean), non-fat dry milk, natural gas, and diesel fuel. We also operate a grain merchandising operation, primarily for wheat and oats. This operation uses futures and options to hedge its net inventory position to minimize market exposure. We manage our exposures through a combination of purchase orders, long-term contracts with suppliers, exchange-traded futures and options, and over-the-counter options and swaps. We offset our exposures based on current and projected market conditions, and generally seek to acquire the inputs at as close to our planned cost as possible.

9

Due to the rising compliance costs and the complexity associated with the application of hedge accounting, we elected to discontinue the use of hedge accounting for all commodity derivative positions entered into after the beginning of fiscal 2008. Accordingly, the changes in the values of these derivatives are recorded in cost of sales in our Consolidated Statements of Earnings currently.

Regardless of designation for accounting purposes, we believe all of our commodity hedges are economic hedges of our risk exposures, and as a result we consider these derivatives to be hedges for purposes of measuring segment operating performance. Thus, these gains and losses are reported in unallocated corporate items outside of segment operating results until such time that the exposure we are hedging affects earnings. At that time we reclassify the hedge gain or loss from unallocated corporate items to segment operating profit, allowing our operating segments to realize the economic effects of the hedge without experiencing any resulting mark-to-market volatility, which remains in unallocated corporate items. We no longer have any open commodity derivatives previously accounted for as cash flow hedges.

Pursuant to this policy, unallocated corporate items for the quarterly and nine-month periods ended February 22, 2009, and February 24, 2008, included:

							Nine-Month
	Quarter Ended						Period Ended
	Feb. 22,			Feb. 24,			Feb. 22,			Feb. 24,
Change in Unallocated Corporate Income (Expense), in Millions	2009			2008			2009			2008
Net gain (loss) on mark-to-market valuation of commodity positions	$	(28.4	)	$	103.8		$	(300.4	)	$	145.9
Net loss (gain) on commodity positions reclassified from unallocated corporate items to segment operating profit		81.9			(16.6	)		47.2			(46.6	)
Net mark-to-market revaluation of certain grain inventories		17.7			64.0			(36.2	)		68.8
Net mark-to-market valuation of certain commodity positions recognized in unallocated corporate items	$	71.2		$	151.2		$	(289.4	)	$	168.1

As of February 22, 2009, the net notional value of commodity derivatives was $150.0 million, of which $104.0 million relates to agricultural inputs and $46.0 million relates to energy inputs. These hedges are related to inputs that generally will be utilized within the next 12 months.

Interest Rate Risk. We are exposed to interest rate volatility with regard to future issuances of fixed-rate debt, and existing and future issuances of floating-rate debt. Primary exposures include U.S. Treasury rates, London Interbank Offered Rates (LIBOR), and commercial paper rates in the United States and Europe. We use U.S. Treasury rate lock contracts, interest rate swaps, and forward-starting interest rate swaps to hedge our exposure to interest rate changes, to reduce the volatility of our financing costs, and to achieve a desired proportion of fixed-rate versus floating-rate debt, based on current and projected market conditions. Generally, we agree with a counterparty to exchange the difference between fixed-rate and floating-rate interest amounts based on an agreed notional principal amount.

Floating Interest Rate Exposures — Except as discussed below, floating-to-fixed interest rate swaps are accounted for as cash flow hedges, as are all hedges of forecasted issuances of debt. Effectiveness is assessed based on either the perfectly effective hypothetical derivative method or changes in the present value of interest payments on the underlying debt. Amounts deferred to accumulated other comprehensive income (loss) are reclassified into earnings over the life of the associated debt. As of February 22, 2009, the total notional value of our pay-floating swaps was $1.9 billion.

Fixed Interest Rate Exposures — Fixed-to-floating interest rate swaps are accounted for as fair value hedges with effectiveness assessed based on changes in the fair value of the underlying debt, using incremental borrowing rates currently available on loans with similar terms and maturities. Effective gains and losses on these derivatives and the underlying hedged items are recorded as net interest. As of February 22, 2009, the total notional value of our pay-fixed swaps was $2.3 billion.

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The swap contracts mature at various dates from 2009 to 2015 as follows:

	Fiscal Year Maturity Date
In Millions	Pay Floating		Pay Fixed
2009	$	9.9	$	—
2010		18.9		500.0
2011		17.6		—
2012		1,753.4		1,000.0
2013		14.6		750.0
Beyond 2013		37.6		—
Total	$	1,852.0	$	2,250.0

In anticipation of our acquisition of The Pillsbury Company (Pillsbury) and other financing needs, we entered into pay-fixed interest rate swap contracts during fiscal 2001 and 2002 totaling $7.1 billion to lock in our interest payments on the associated debt. As of February 22, 2009, we still owned $1.8 billion of Pillsbury-related pay-fixed swaps that were previously neutralized with offsetting pay-floating swaps in fiscal 2002.

In advance of a planned debt financing in fiscal 2007, we entered into $700.0 million pay-fixed, forward-starting interest rate swaps with an average fixed rate of 5.7 percent. All of these forward-starting interest rate swaps were cash settled for $22.5 million coincident with our $1.0 billion 10-year fixed-rate note offering on January 24, 2007. As of February 22, 2009, $17.7 million pre-tax loss remained in accumulated other comprehensive income (loss), which will be reclassified to earnings over the term of the underlying debt.

The net amount of pre-tax gains and losses in accumulated other comprehensive income (loss) as of February 22, 2009, that is expected to be reclassified into net earnings within the next 12 months is $20.2 million of income.

Foreign Exchange Risk. Foreign currency fluctuations affect our net investments in foreign subsidiaries and foreign currency cash flows primarily related to third-party purchases, intercompany loans, and product shipments. We are also exposed to the translation of foreign currency earnings to the U.S. dollar. Our principal exposures are to the Australian dollar, British pound sterling, Canadian dollar, Chinese renminbi, euro, Japanese yen and Mexican peso. We primarily use foreign currency forward contracts to selectively hedge our foreign currency cash flow exposures. We generally do not hedge more than 18 months forward. As of February 22, 2009, the total notional amount of our foreign currency forward contracts was $550.8 million.

Fair Value Measurements and Financial Statement Presentation. In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (SFAS 157). This statement provides a single definition of fair value, a framework for measuring fair value, and expanded disclosures concerning fair value. SFAS 157 applies to instruments accounted for under previously issued pronouncements that prescribe fair value as the relevant measure of value.

We adopted SFAS 157 at the beginning of fiscal 2009 for all instruments valued on a recurring basis, and our adoption did not have a material impact on our financial statements. The FASB also deferred the effective date of SFAS 157 until the beginning of fiscal 2010 as it relates to fair value measurement requirements for nonfinancial assets and liabilities that are not remeasured at fair value on a recurring basis. This includes fair value calculated in impairment assessments of goodwill, indefinite-lived intangible assets, and other long-lived assets.

The fair value framework requires the categorization of assets and liabilities into one of three levels based on the assumptions (inputs) used in valuing the asset or liability. Level 1 provides the most reliable measure of fair value, while Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1:	Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2:	Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
Level 3:	Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

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The fair values of our financial assets, liabilities, and derivative positions in the scope of SFAS 157 as of February 22, 2009, were as follows:

	Fair Values of Assets								Fair Values of Liabilities
In Millions	Level 1		Level 2		Level 3		Total		Level 1			Level 2			Level 3		Total
Derivatives designated as hedging instruments:
Interest rate contracts (a) (d)	$	—	$	—	$	—	$	—	$	—		$	(4.7	)	$	—	$	(4.7	)
Foreign exchange contracts (b) (c)		—		34.4		—		34.4		—			(4.3	)		—		(4.3	)
Total		—		34.4		—		34.4		—			(9.0	)		—		(9.0	)
Derivatives not designated as hedging instruments:
Interest rate contracts (a) (d)		—		197.2		—		197.2		—			(268.8	)		—		(268.8	)
Foreign exchange contracts (b) (c)		—		—		—		—		—			(4.5	)		—		(4.5	)
Equity contracts (a) (e)		—		—		—		—		—			(1.6	)		—		(1.6	)
Commodity contracts (b) (g)		—		—		—		—		(6.3	)		(67.3	)		—		(73.6	)
Total		—		197.2		—		197.2		(6.3	)		(342.2	)		—		(348.5	)
Other assets and liabilities reported at fair value:
Marketable investments (f)		11.7		40.6		—		52.3		—			—			—		—
Grain contracts (g)		—		11.1		—		11.1		—			(17.5	)		—		(17.5	)
Total		11.7		51.7		—		63.4		—			(17.5	)		—		(17.5	)
Total financial assets, liabilities, and derivative positions	$	11.7	$	283.3	$	—	$	295.0	$	(6.3	)	$	(368.7	)	$	—	$	(375.0	)

(a)	These contracts are recorded as other assets or as other liabilities, as appropriate, based on whether in a gain or loss position.
(b)	These contracts are recorded as prepaid expenses and other current assets or as other current liabilities, as appropriate, based on whether in a gain or loss position.
(c)	Based on observable market transactions of spot currency rates and forward currency prices.
(d)	Based on LIBOR and swap rates.
(e)	Based on LIBOR, swap, and equity index swap rates.
(f)	Based on prices of common stock and bond matrix pricing.
(g)	Based on prices of futures exchanges and recently reported transactions in the marketplace.

We did not significantly change our valuation techniques from prior periods.

Information related to our cash flow, net investment, and other derivatives not designated as hedging instruments for the quarterly and nine-month periods ended February 22, 2009, follows:

	Quarter Ended February 22, 2009
	Interest			Foreign
	Rate			Exchange			Equity		Commodity
In Millions	Contracts			Contracts			Contracts		Contracts			Total
Derivatives in Cash Flow Hedging Relationships:
Amount of gain (loss) recognized in OCI (a)	$	1.1		$	( 1.5	)	$	—	$	—		$	(0.4	)
Amount of gain (loss) reclassified from AOCI into earnings (a) (b)	$	4.0		$	( 6.8	)	$	—	$	—		$	(2.8	)
Amount of gain (loss) recognized in earnings (c) (d)	$	—		$	( 0.2	)	$	—	$	—		$	(0.2	)
Derivatives in Net Investment Hedging Relationships:
Amount of gain (loss) recognized in OCI (a)	$	—		$	—		$	—	$	—		$	—
Derivatives Not Designated as Hedging Instruments:
Amount of gain (loss) recognized in earnings (e)	$	(0.4	)	$	0.3		$	—	$	(28.4	)	$	(28.5	)

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	Nine-Month Period Ended February 22, 2009
	Interest			Foreign
	Rate			Exchange			Equity		Commodity
In Millions	Contracts			Contracts			Contracts		Contracts			Total
Derivatives in Cash Flow Hedging Relationships:
Amount of gain (loss) recognized in OCI (a)	$	(0.7	)	$	48.2		$	—	$	—		$	47.5
Amount of gain (loss) reclassified from AOCI into earnings (a) (b)	$	11.7		$	(12.3	)	$	—	$	—		$	(0.6	)
Amount of gain (loss) recognized in earnings (c) (d)	$	(0.1	)	$	(0.2	)	$	—	$	—		$	(0.3	)
Derivatives in Net Investment Hedging Relationships:
Amount of gain (loss) recognized in OCI (a)	$	—		$	6.0		$	—	$	—		$	6.0
Derivatives Not Designated as Hedging Instruments:
Amount of gain (loss) recognized in earnings (e)	$	2.6		$	(74.5	)	$	0.1	$	(300.4	)	$	(372.2	)

(a)	Effective portion.
(b)	Gain (loss) reclassified from AOCI into earnings is reported in interest, net for interest rate swaps and in cost of sales and SG&A for foreign exchange contracts.
(c)	All gain (loss) recognized in earnings is related to the ineffective portion of the hedging relationship. No amounts were reported as a result of being excluded from the assessment of hedge effectiveness.
(d)	Gain (loss) recognized in earnings is reported in interest, net for interest rate swaps and in SG&A for foreign exchange contracts.
(e)	Gain (loss) recognized in earnings is reported in interest, net for interest rate and foreign exchange contracts; in cost of sales for commodity contracts; and in SG&A for equity contracts.

Credit-Risk-Related Contingent Features. Certain of our derivative instruments contain provisions that require us to maintain an investment grade credit rating on our debt from each of the major credit rating agencies. If our debt were to fall below investment grade, the counterparties to the derivative instruments could request full collateralization on derivative instruments in net liability positions. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position on February 22, 2009, was $37.5 million. We have posted collateral of $26.7 million in the normal course of business associated with these contracts. If the credit-risk-related contingent features underlying these agreements were triggered on February 22, 2009, we would be required to post an additional $10.8 million of collateral to the counterparties.

Counterparty Credit Risk. We enter into interest rate, foreign exchange, and certain commodity and equity derivatives, primarily with a diversified group of highly rated counterparties. The maximum amount of loss due to the credit risk of the counterparties, should the counterparties fail to perform according to the terms of the contracts, is $46 million against which we hold $3 million of collateral. Under the terms of master swap agreements, some of our transactions require collateral or other security to support financial instruments subject to threshold levels of exposure and counterparty credit risk. Collateral assets are either cash or U. S. Treasury instruments and are held in a trust account which we have access to in the event the counterparty defaults.

(7) Debt

The components of notes payable were as follows:

	Feb. 22,		May 25,
In Millions	2009		2008
U.S. commercial paper	$	646.3	$	687.5
Euro commercial paper		645.6		1,386.3
Financial institutions		121.9		135.0
Total	$	1,413.8	$	2,208.8

Our commercial paper borrowings are supported by fee-paid committed credit lines consisting of a $1.8 billion facility expiring in October 2012 and a $1.1 billion facility expiring in October 2010. The credit facilities contain several covenants with which we are in compliance, including a requirement to maintain a fixed charge coverage ratio of at least 2.5. As of February 22, 2009, we did not have any outstanding borrowings under these credit facilities.

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In January 2009, we sold $1.2 billion aggregate principal amount of our 5.65 percent notes due 2019. In August 2008, we sold $700.0 million aggregate principal amount of our 5.25 percent notes due 2013. The proceeds of these notes were used to repay a portion of our outstanding commercial paper. Interest on the notes is payable semi-annually in arrears. These notes may be redeemed at our option at any time for a specified make-whole amount. These notes are senior unsecured, unsubordinated obligations and contain a change of control provision, as defined in the instruments governing the notes.

Certain of our long-term debt agreements contain restrictive covenants. As of February 22, 2009, we were in compliance with all of these covenants.

(8) Minority Interests

There were no capital transactions that impacted our minority interests in fiscal 2009.

On August 7, 2007, we repurchased for a net amount of $843.0 million all of the outstanding Series B-1 limited membership interests (Series B-1 Interests) previously issued by our subsidiary General Mills Cereals, LLC (GMC) as part of a required remarketing of those interests. The purchase price reflected the Series B-1 Interests’ original capital account balance of $835.0 million and $8.0 million of capital account appreciation attributable and paid to the third party holder of the Series B-1 Interests. The capital appreciation paid to the third party holder of the Series B-1 Interests was recorded as a reduction to retained earnings, a component of stockholders’ equity, on the Consolidated Balance Sheets, and reduced net earnings available to common stockholders in our basic and diluted earnings per share (EPS) calculations. We used commercial paper to fund the repurchase.

We and the third party holder of all of GMC’s outstanding Class A limited membership interests (Class A Interests) agreed to reset, effective on June 28, 2007, the preferred rate of return applicable to the Class A Interests to the sum of 3 month LIBOR plus 65 basis points. On June 28, 2007, we also sold $92.3 million of additional Class A Interests to the same third party. There was no gain or loss associated with these transactions. As of February 22, 2009, the carrying value of all outstanding Class A Interests on our Consolidated Balance Sheets was $242.3 million, and the capital account balance of the Class A Interests, upon which preferred distributions are calculated, was $248.1 million.

On June 28, 2007, we repurchased for $150.0 million all of the outstanding Series A preferred stock of our subsidiary General Mills Capital, Inc. using proceeds from the sale of the Class A Interests and commercial paper. There was no gain or loss associated with this repurchase.

Our minority interests contain restrictive covenants. As of February 22, 2009, we were in compliance with all of these covenants.

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(9) Stockholders’ Equity

The following table provides details of total comprehensive income (loss):

	Quarter Ended									Quarter Ended
	Feb. 22, 2009									Feb. 24, 2008
In Millions	Pretax			Tax			Net			Pretax			Tax			Net
Net earnings							$	288.9								$	430.1
Other comprehensive income (loss):
Foreign currency translation adjustments	$	23.0		$	—		$	23.0		$	4.3		$	—		$	4.3
Other fair value changes:
Securities		2.8			(1.1	)		1.7			3.2			(1.1	)		2.1
Hedge derivatives		(0.4	)		(0.8	)		(1.2	)		11.7			(3.8	)		7.9
Reclassification to earnings:
Hedge derivatives		(2.8	)		1.4			(1.4	)		(21.5	)		8.0			(13.5	)
Amortization of losses and prior service costs		6.1			(2.3	)		3.8			12.1			(4.2	)		7.9
Other comprehensive income	$	28.7		$	(2.8	)	$	25.9		$	9.8		$	(1.1	)	$	8.7
Total comprehensive income							$	314.8								$	438.8

	Nine-Month Period Ended									Nine-Month Period Ended
	Feb. 22, 2009									Feb. 24, 2008
In Millions	Pretax			Tax			Net			Pretax			Tax			Net
Net earnings							$	945.6								$	1,109.5
Other comprehensive income (loss):
Foreign currency translation adjustments	$	(531.2	)	$	—		$	(531.2	)	$	154.6		$	—		$	154.6
Other fair value changes:
Securities		(2.6	)		1.0			(1.6	)		2.2			(0.8	)		1.4
Hedge derivatives		47.5			(14.5	)		33.0			50.2			(17.7	)		32.5
Reclassification to earnings:
Hedge derivatives		(0.6	)		0.7			0.1			(49.8	)		18.1			(31.7	)
Amortization of losses and prior service costs		16.3			(6.2	)		10.1			35.2			(12.6	)		22.6
Other comprehensive income (loss)	$	(470.6	)	$	(19.0	)	$	(489.6	)	$	192.4		$	(13.0	)	$	179.4
Total comprehensive income							$	456.0								$	1,288.9

Except for reclassifications to earnings, changes in other comprehensive income (loss) are primarily non-cash items.

Accumulated other comprehensive income (loss) balances, net of tax effects, were as follows:

	Feb. 22,			May 25,
In Millions	2009			2008
Foreign currency translation adjustments	$	117.2		$	648.4
Unrealized gain (loss) from:
Securities		3.2			4.8
Hedge derivatives		(6.1	)		(39.2	)
Pension, other postretirement, and postemployment benefits:
Net actuarial loss		(393.0	)		(400.4	)
Prior service costs		(34.2	)		(36.9	)
Accumulated other comprehensive income (loss)	$	(312.9	)	$	176.7

15

On December 10, 2007, our Board of Directors approved the retirement of 125.0 million shares of common stock in treasury effective December 10, 2007. This action reduced common stock by $12.5 million, reduced additional paid-in-capital by $5,068.3 million, and reduced common stock in treasury by $5,080.8 million on our Consolidated Balance Sheet.

(10) Stock Plans

We have various stock-based compensation programs under which awards, including stock options, restricted stock, and restricted stock units, may be granted to employees and non-employee directors. These programs and related accounting are described on pages 63 to 65 of our Annual Report on Form 10-K for the fiscal year ended May 25, 2008.

Compensation expense related to stock-based payments recognized in selling, general, and administrative expenses in the Consolidated Statements of Earnings was as follows:

					Nine-Month
	Quarter Ended				Period Ended
	Feb. 22,		Feb. 24,		Feb. 22,		Feb. 24,
In Millions	2009		2008		2009		2008
Compensation expense related to stock-based payments	$	27.6	$	23.0	$	114.3	$	109.6

As of February 22, 2009, unrecognized compensation expense related to non-vested stock options and restricted stock units was $217.6 million. This expense will be recognized over 26 months, on average.

Net cash proceeds from the exercise of stock options less shares used for withholding taxes and the intrinsic value of options exercised were as follows:

	Nine-Month
	Period Ended
	Feb. 22,		Feb. 24,
In Millions	2009		2008
Net cash proceeds	$	287.3	$	112.2
Intrinsic value of options exercised	$	221.1	$	64.1

We estimate the fair value of each option on the grant date using the Black-Scholes option-pricing model, which requires us to make predictive assumptions regarding future stock price volatility, employee exercise behavior, and dividend yield. We estimate our future stock price volatility using the historical volatility over the expected term of the option, excluding time periods of volatility we believe a marketplace participant would exclude in estimating our stock price volatility. For fiscal 2008 and all future grants, we have excluded historical volatility for fiscal 2002 and prior, primarily because volatility driven by the acquisition of Pillsbury does not reflect what we believe to be expected future volatility. We also have considered, but did not use, implied volatility in our estimate, because trading activity in options on our stock, especially those with tenors of greater than 6 months, is insufficient to provide a reliable measure of expected volatility. Our method of selecting the other valuation assumptions is explained on pages 63 and 64 in our Annual Report on Form 10-K for the fiscal year ended May 25, 2008.

The estimated fair values of stock options granted and the assumptions used for the Black-Scholes option-pricing model were as follows:

	Nine-Month
	Period Ended
	Feb. 22,			Feb. 24,
	2009			2008
Estimated fair values of stock options granted	$	9.42		$	10.56
Assumptions:
Risk-free interest rate		4.4	%		5.1	%
Expected term	8.5 years			8.5 years
Expected volatility		16.1	%		15.6	%
Dividend yield		2.7	%		2.7	%

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Information on stock option activity follows:

						Weighted-average
				Weighted-		remaining		Aggregate
	Shares			average		contractual term		intrinsic value
	(thousands)			exercise price		(years)		(millions)
Balance as of May 25, 2008		53,021.2		$	45.35
Granted		3,239.1			63.52
Exercised		(8,276.3	)		39.19
Forfeited or expired		(85.8	)		54.02
Outstanding as of Feb. 22, 2009		47,898.2		$	47.63		4.66	$	402.7
Exercisable as of Feb. 22, 2009		34,311.6		$	43.88		3.22	$	383.5

Information on restricted stock unit activity follows:

				Weighted-
	Units			average grant-
	(thousands)			date fair value
Non-vested as of May 25, 2008		5,150.7		$	52.81
Granted		2,150.3			63.53
Vested		(1,567.0	)		49.09
Forfeited		(205.6	)		57.94
Non-vested as of Feb. 22, 2009		5,528.4		$	57.84

The total grant-date fair value of restricted stock unit awards that vested in the nine-month period ended February 22, 2009, was $76.9 million, and restricted stock units with a grant-date fair value of $61.1 million vested in the nine-month period ended February 24, 2008.

(11) Earnings Per Share

Basic and diluted EPS were calculated using the following:

					Nine-Month
	Quarter Ended				Period Ended
	Feb. 22,		Feb. 24,		Feb. 22,		Feb. 24,
In Millions, Except per Share Data	2009		2008		2009		2008
Net earnings - as reported	$	288.9	$	430.1	$	945.6	$	1,109.5
Capital appreciation paid on Series B-1 Interests in GMC (a)		—		—		—		(8.0	)
Net earnings for basic and diluted EPS calculations	$	288.9	$	430.1	$	945.6	$	1,101.5
Average number of common shares - basic EPS		329.2		337.0		332.9		331.7
Incremental share effect from:
Stock options (b)		8.5		10.1		10.2		10.6
Restricted stock, restricted stock units, and other (b)		2.5		2.6		2.8		2.7
Forward purchase contract (c)		—		—		—		0.7
Average number of common shares - diluted EPS		340.2		349.7		345.9		345.7
Earnings per share - basic	$	0.88	$	1.28	$	2.84	$	3.32
Earnings per share - diluted	$	0.85	$	1.23	$	2.73	$	3.19

(a)	See Note 8.
(b)	Incremental shares from stock options, restricted stock, and restricted stock units are computed by the treasury stock method. Stock options and restricted stock units excluded from our computation of diluted EPS because they were not dilutive were as follows:

17

					Nine-Month
	Quarter Ended				Period Ended
	Feb. 22,		Feb. 24,		Feb. 22,		Feb. 24,
In Millions	2009		2008		2009		2008
Anti-dilutive stock options and restricted stock units		6.6		5.7		4.9		5.1

(c) On October 15, 2007, we settled a forward purchase contract with Lehman Brothers by issuing 14.3 million shares of common stock.

(12) Share Repurchases

During the third quarter of fiscal 2009, we repurchased 0.1 million shares of common stock for an aggregate purchase price of $5.4 million. In the nine-month period ended February 22, 2009, we repurchased 18.9 million shares of common stock for an aggregate purchase price of $1,232.5 million.

During the third quarter of fiscal 2008, we repurchased 2.8 million shares of common stock for $154.1 million. In the nine-month period ended February 24, 2008, we repurchased 23.8 million shares of common stock for an aggregate purchase price of $1,380.6 million.

(13) Interest, Net

The components of interest, including distributions to minority interest holders, were as follows:

							Nine-Month
	Quarter Ended						Period Ended
	Feb. 22,			Feb. 24,			Feb. 22,			Feb. 24,
Expense (Income), in Millions	2009			2008			2009			2008
Interest expense	$	104.6		$	107.4		$	302.6		$	334.8
Distributions paid on preferred stock and interests of subsidiaries		1.8			3.5			6.0			19.7
Capitalized interest		(0.6	)		(1.2	)		(3.5	)		(3.6	)
Interest income		(5.4	)		(7.1	)		(17.5	)		(19.1	)
Interest, net	$	100.4		$	102.6		$	287.6		$	331.8

(14) Statements of Cash Flows

During the nine-month period ended February 22, 2009, we made cash interest payments of $223.7 million, compared to $279.2 million in the same period last year. The prior year cash interest payments has been conformed to the current year presentation. Also, in the nine-month period ended February 22, 2009, we made cash tax payments of $273.8 million, compared to $391.6 million in the same period last year. We acquired Humm Foods by issuing 0.9 million shares of our common stock to its shareholders, with a value of $55.0 million, as consideration. This acquisition is treated as a non-cash transaction in our Consolidated Statements of Cash Flows.

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(15) Retirement and Postemployment Benefits

Components of net pension, other postretirement, and postemployment (income) expense were as follows:

	Defined Benefit						Other Postretirement						Postemployment
	Pension Plans						Benefit Plans						Benefit Plans
	Quarter Ended						Quarter Ended						Quarter Ended
	Feb. 22,			Feb. 24,			Feb. 22,			Feb. 24,			Feb. 22,		Feb. 24,
In Millions	2009			2008			2009			2008			2009		2008
Service cost	$	19.1		$	20.0		$	3.5		$	4.1		$	1.6	$	1.5
Interest cost		53.8			49.2			15.3			14.7			1.3		1.0
Expected return on plan assets		(96.4	)		(90.2	)		(7.5	)		(7.6	)		—		—
Amortization of losses (gains)		2.0			5.7			1.9			3.8			0.3		(0.1	)
Amortization of prior service costs (credits)		1.8			1.9			(0.3	)		(0.3	)		0.5		0.6
Other adjustments		—			—			—			—			2.1		(1.8	)
Net (income) expense	$	(19.7	)	$	(13.4	)	$	12.9		$	14.7		$	5.8	$	1.2

	Defined Benefit						Other Postretirement						Postemployment
	Pension Plans						Benefit Plans						Benefit Plans
	Nine-Month						Nine-Month						Nine-Month
	Period Ended						Period Ended						Period Ended
	Feb. 22,			Feb. 24,			Feb. 22,			Feb. 24,			Feb. 22,		Feb. 24,
In Millions	2009			2008			2009			2008			2009		2008
Service cost	$	57.8		$	60.0		$	10.6		$	12.3		$	4.9	$	3.9
Interest cost		161.7			147.4			45.9			44.1			3.7		2.8
Expected return on plan assets		(289.6	)		(270.4	)		(22.5	)		(22.8	)		—		—
Amortization of losses (gains)		6.0			17.2			5.5			11.5			0.8		(0.2	)
Amortization of prior service costs (credits)		5.5			5.7			(1.0	)		(1.1	)		1.6		1.6
Other adjustments		—			—			—			—			6.6		4.9
Net (income) expense	$	(58.6	)		(40.1	)		38.5			44.0			17.6		13.0

(16) Income Taxes

In the third quarter of fiscal 2008, we recorded an income tax benefit of $30.7 million as a result of a favorable U.S. District Court decision on an uncertain tax matter. On January 26, 2009, the U.S. Court of Appeals for the Eighth Circuit issued an opinion reversing the U.S. District Court decision. As a result, we recorded $52.6 million (including interest) of income tax expense related to the reversal of cumulative income tax benefits from this uncertain tax matter recognized in fiscal years 1992 through 2008. We expect to make cash tax and interest payments of approximately $31.7 million to settle this matter. We are currently evaluating our options for appeal.

(17) Business Segment Information

We operate in the consumer foods industry. We have three operating segments by type of customer and geographic region as follows: U.S. Retail; International; and Bakeries and Foodservice.

Our U.S. Retail segment reflects business with a wide variety of grocery stores, mass merchandisers, membership stores, natural food chains, and drug, dollar, and discount chains operating throughout the United States. Our major product categories in the United States are ready-to-eat cereals, refrigerated yogurt, ready-to-serve soup, dry dinners, shelf stable and frozen vegetables, refrigerated and frozen dough products, dessert and baking mixes, frozen pizza and pizza snacks, grain, fruit and savory snacks, and a wide variety of organic products including soup, granola bars, and cereal.

Our International segment is largely made up of retail businesses outside of the United States. In Canada, our major product categories are ready-to-eat cereals, shelf stable and frozen vegetables, dry dinners, refrigerated and frozen

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dough products, dessert and baking mixes, frozen pizza snacks, and grain, fruit and savory snacks. In markets outside the United States and Canada, our product categories include super-premium ice cream, granola and grain snacks, shelf stable and frozen vegetables, dough products, and dry dinners. Our International segment also includes products manufactured in the United States for export internationally, primarily in Caribbean and Latin American markets, as well as products we manufacture for sale to our joint ventures internationally. Revenues from export activities are reported in the region or country where the end customer is located.

In our Bakeries and Foodservice segment, we sell branded cereals, snacks, dinner and side dish products, refrigerated and soft-serve frozen yogurt, frozen dough products, branded baking mixes, and custom food items. Our customers include foodservice distributors and operators, convenience stores, vending machine operators, quick service chains and other restaurants, and business and school cafeterias in the United States and Canada. In addition, mixes and unbaked and fully baked frozen dough products are marketed throughout the United States and Canada to retail, supermarket, and wholesale bakeries.

Operating profit for these segments excludes unallocated corporate items (variances to planned corporate overhead expenses, variances to planned domestic employee benefits and incentives, variances to planned foreign exchange transaction gains and losses in our International subsidiaries, stock compensation costs, annual contributions to the General Mills Foundation, and other items that are not part of our measurement of segment operating performance, including earnings volatility arising from the mark-to-market valuation related to certain commodity positions, including the revaluation of certain grain inventories, until passed back to our operating segments in accordance with our internal hedge documentation as discussed in Note 6), divestiture gains and losses, and restructuring, impairment, and other exit costs. These items affecting operating profit are centrally managed at the corporate level and are excluded from the measure of segment profitability reviewed by executive management. Under our supply chain organization, our manufacturing, warehouse, and distribution activities are substantially integrated across our operations in order to maximize efficiency and productivity. As a result, fixed assets and depreciation and amortization expenses are neither maintained nor available by operating segment.

Our operating segment results were as follows:

							Nine-Month
	Quarter Ended						Period Ended
	Feb. 22,			Feb. 24,			Feb. 22,			Feb. 24,
In Millions	2009			2008			2009			2008
Net sales:
U.S. Retail	$	2,495.8		$	2,300.8		$	7,571.2		$	6,853.5
International		580.0			612.8			1,946.4			1,877.9
Bakeries and Foodservice		461.6			492.0			1,528.0			1,449.6
Total	$	3,537.4		$	3,405.6		$	11,045.6		$	10,181.0
Operating profit:
U.S. Retail	$	489.5		$	486.2		$	1,654.1		$	1,543.3
International		48.9			52.2			207.1			207.5
Bakeries and Foodservice		21.9			56.1			112.5			138.1
Total segment operating profit		560.3			594.5			1,973.7			1,888.9
Unallocated corporate (income) expense		(46.2	)		(105.9	)		404.6			(26.0	)
Divestiture (gain)		—			—			(128.8	)		—
Restructuring, impairment, and other exit costs		1.2			5.0			6.4			22.3
Operating profit	$	605.3		$	695.4		$	1,691.5		$	1,892.6

We recorded a $41.3 million gain in unallocated corporate items related to the settlement of an insurance claim covering the loss of our La Salteña pasta manufacturing facility in Argentina in the third quarter of fiscal 2009.

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(18) New Accounting Pronouncements

In the first quarter of fiscal 2009, we adopted SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of SFAS No. 115” (SFAS 159). This statement provides companies with an option to measure, at specified election dates, many financial instruments and certain other items at fair value that are not currently measured at fair value. The adoption of SFAS 159 did not have an impact on our results of operations or financial condition.

In the first quarter of fiscal 2009, we adopted Emerging Issues Task Force (EITF) No. 6-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards” (EITF 06-11). EITF 06-11 requires that tax benefits from dividends paid on unvested restricted shares be charged directly to stockholders’ equity instead of benefiting income tax expense. The adoption of EITF 06-11 has increased our estimated fiscal 2009 annual effective tax rate by approximately 30 basis points.

Also in the first quarter of fiscal 2009, we adopted EITF No. 07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services Received for Use in Future Research and Development Activities” (EITF 07-3). EITF 07-3 requires that nonrefundable advance payments for future research and development activities for materials, equipment, facilities, and purchased intangible assets that have an alternative future use be recognized in accordance with SFAS No. 2, “Accounting for Research and Development Costs.” The adoption of EITF 07-3 did not have any impact on our results of operations or financial condition.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

INTRODUCTION

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the fiscal year ended May 25, 2008, for important background regarding, among other things, our key business drivers. Significant trademarks and service marks used in our business are set forth in italics herein. Certain terms used throughout this report are defined in a glossary on page 31 of this report.

CONSOLIDATED RESULTS OF OPERATIONS

Third Quarter Results

For the third quarter of fiscal 2009, net sales grew 4 percent to $3,537 million and total segment operating profit of $560 million was 6 percent lower than $594 million in the third quarter of fiscal 2008. (See page 31 for a discussion of this measure not defined by generally accepted accounting principles (GAAP)). Net earnings were $289 million in the quarter, down 33 percent from $430 million last year, and we reported diluted earnings per share (EPS) of $0.85, down 31 percent from $1.23 per share earned in the same period last year. Diluted EPS includes a $0.13 net benefit from the mark-to-market valuation of certain commodity positions in the third quarter of fiscal 2009 compared to a $0.27 net benefit in fiscal 2008. The third quarter of fiscal 2009 also includes an $0.08 gain from the settlement with the insurance carrier covering our La Salteña pasta manufacturing facility in Argentina. Finally, the third quarter of fiscal 2009 includes a $0.15 charge from a court ruling on an uncertain tax matter, compared to a benefit of $0.09 in the same period a year ago.

Net sales growth of 4 points for the third quarter of fiscal 2009 was the result of 8 points of growth from net price realization and mix, offset by 1 point of combined segment volume decline and 3 points of unfavorable foreign currency exchange.

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Components of net sales growth

Third Quarter of Fiscal 2009 vs.			Bakeries and	Combined
Third Quarter of Fiscal 2008	U.S. Retail	International	Foodservice	Segments
Volume growth (a)	1 pts	1 pts	-12 pts	-1 pts
Net price realization and mix	7 pts	9 pts	6 pts	8 pts
Foreign currency exchange	NA	-15 pts	Flat	-3 pts
Net sales growth	8 pts	-5 pts	-6 pts	4 pts

(a) Measured in tons based on the stated weight of our product shipments.

Cost of sales increased $209 million from the third quarter of fiscal 2008 to $2,260 million. A decrease of $37 million related to lower volume was offset by an increase in input costs and changes in mix of $166 million. In the third quarter of fiscal 2009, we recorded a $71 million net decrease in cost of sales related to mark-to-market valuation of certain commodity positions and grain inventories as described in Note 6 to our Consolidated Financial Statements included in this Form 10-Q, compared to a net decrease of $151 million in the third quarter of fiscal 2008.

Selling, general, and administrative (SG&A) expenses were up $17 million in the third quarter of fiscal 2009 versus the same period in fiscal 2008. SG&A expenses as a percent of net sales in fiscal 2009 decreased 20 basis points compared with fiscal 2008. The change in SG&A expenses was primarily driven by a 6 percent increase in consumer marketing expense and higher employee compensation costs offset by a settlement with the insurance carrier covering our La Salteña pasta manufacturing facility in Argentina, which was destroyed by fire in fiscal 2008. The final settlement included a cash payment of $41 million received in the third quarter of fiscal 2009, which we recorded as a gain in unallocated corporate items. This payment will offset the future capital expenditures required to replace the manufacturing facility. We previously received $30 million of advances on the settlement, which largely offset the book value of assets destroyed in the fire and direct costs incurred. In addition, we recorded a $13 million charge to write down the value of a corporate asset.

Restructuring, impairment, and other exit costs were comprised of the following:

	Quarter Ended
	Feb. 22,			Feb. 24,
In Millions	2009			2008
Closure of Trenton, Ontario frozen dough plant	$	0.9		$	1.3
Closure of Poplar, Wisconsin plant		0.4			—
Closure of Allentown, Pennsylvania frozen waffle plant		—			0.7
Charges associated with restructuring actions previously announced		(0.1	)		3.0
Total	$	1.2		$	5.0

We did not undertake any new restructuring actions during the third quarter of fiscal 2009. We incurred $1 million of incremental plant closure expenses related to previously announced restructuring activities in the third quarter of fiscal 2009. We expect to make limited use of our Trenton, Ontario facility during fiscal 2009, while we evaluate sublease or lease termination options.

During the third quarter of fiscal 2008, we recorded a charge of $5 million related to previously announced restructuring actions.

Net interest expense for the third quarter of fiscal 2009 totaled $100 million, a $2 million decrease from the same period of fiscal 2008. Average interest bearing instruments decreased $47 million, leading to a $1 million decrease in net interest, and average interest rates decreased 9 basis points, generating a $1 million decrease in net interest. Average debt balances decreased as a result of share repurchase timing.

The effective tax rate for the third quarter of fiscal 2009 was 45.9 percent compared to 32.5 percent for the third quarter of fiscal 2008. The increase in the effective tax rate is primarily due to the effect of two court rulings. In the

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third quarter of fiscal 2008, we recorded an income tax benefit of $31 million as a result of a favorable U.S. District Court decision on an uncertain tax matter. On January 26, 2009, the U.S. Court of Appeals for the Eighth Circuit issued an opinion reversing the U.S. District Court decision. As a result, we recorded $53 million (including interest) of income tax expense related to the reversal of cumulative income tax benefits from this uncertain tax matter recognized in fiscal years 1992 through 2008. We expect to make cash tax and interest payments of approximately $32 million to settle this matter. We are currently evaluating our options for appeal. The rate was also impacted by favorable discrete international tax benefits and increased benefits from foreign tax credits. These benefits were partially offset by discrete state tax increases resulting from changes in California and Wisconsin law.

After-tax earnings from joint ventures totaled $16 million compared to $30 million in the same quarter last fiscal year. In the third quarter of fiscal 2008, Cereal Partners Worldwide (CPW) recorded a net gain on the sale of a manufacturing facility related to a previously announced restructuring action. Our after-tax share of that gain, net of associated costs, was $14 million. Also during the third quarter of fiscal 2008, CPW recorded new restructuring and impairment charges. Our after-tax share of those charges was $3 million of expense. In fiscal 2009, net sales for CPW decreased 10 percent, as one point of volume growth was more than offset by unfavorable foreign exchange. Net sales for our Häagen-Dazs joint venture in Japan increased 4 percent over the same quarter of last fiscal year with favorable foreign currency exchange and net price realization more than offsetting volume declines. During the third quarter of fiscal 2008, the 8^th Continent soy milk business was sold. Our 50 percent share of the after-tax gain on the sale was $2 million.

Average diluted shares outstanding decreased by 10 million for the third quarter of fiscal 2009 from the same period a year ago due to the repurchase of 19 million shares of our common stock since the end of the third quarter of fiscal 2008, the majority of which was purchased in the first and second quarters of fiscal 2009. These purchases were partially offset by the issuance of common stock upon stock option exercises, the issuance of annual stock awards, the vesting of restricted stock units, and shares issued to acquire Humm Foods.

Nine-month Results

For the nine-month period ended February 22, 2009, net sales grew 8 percent to $11,046 million and total segment operating profit increased 4 percent to $1,974 million (see page 31 for a discussion of this measure not defined by GAAP). Net earnings were $946 million, down 15 percent from $1,110 million last year, and we reported diluted EPS of $2.73, down 14 percent from $3.19 per share earned in the same period last year. Diluted EPS includes a $0.53 net reduction related to the mark-to-market valuation of certain commodity positions in the nine-month period ended February 22, 2009, compared to a $0.30 net benefit in fiscal 2008. The nine-month period ended February 22, 2009, also includes a $0.21 gain related to the divestiture of our Pop•Secret product line, and an $0.08 gain from the settlement with the insurance carrier covering our La Salteña pasta manufacturing facility in Argentina. Finally, the nine-month period ended February 22, 2009, includes a $0.15 charge from a court ruling on an uncertain tax matter, compared to a benefit of $0.09 in the same period a year ago.

Net sales growth of 8 points during the nine-month period ended February 22, 2009, was the result of 1 point of combined segment volume growth and 8 points of growth from net price realization and mix, partially offset by 1 point of unfavorable foreign exchange.

Components of net sales growth Nine-Month Period Ended Feb. 22, 2009 vs.			Bakeries and	Combined
Nine-Month Period Ended Feb. 24, 2008	U.S. Retail	International	Foodservice	Segments
Volume growth (a)	4 pts	-1 pts	-8 pts	1 pts
Net price realization and mix	6 pts	11 pts	13 pts	8 pts
Foreign currency exchange	NA	-6 pts	Flat	-1 pts
Net sales growth	10 pts	4 pts	5 pts	8 pts

(a) Measured in tons based on the stated weight of our product shipments.

Cost of sales increased $1,017 million from the nine-month period ended February 24, 2008, to $7,357 million. Higher volume drove $46 million of this increase. Higher input costs and changes in mix increased cost of sales by $550 million. In the nine-month period ended February 22, 2009, we recorded a $289 million net increase in cost of

23

sales related to mark-to-market valuation of certain commodity positions and grain inventories as described in Note 6 to our Consolidated Financial Statements included in this Form 10-Q, compared to a net decrease of $168 million in the same period of fiscal 2008. In fiscal 2008, we recorded $17 million of accelerated depreciation on long-lived assets associated with our previously announced restructuring action at our plant in Trenton, Ontario. In the nine months ended February 24, 2008, we also incurred $19 million of costs related to the voluntary recall of certain Totino’s and Jeno’s frozen pizza.

SG&A expenses were up $193 million in the nine-month period ended February 22, 2009, versus the same period in fiscal 2008. SG&A expenses as a percent of net sales in fiscal 2009 increased 30 basis points compared to fiscal 2008. The increase in SG&A expenses was primarily driven by a 15 percent increase in consumer marketing expense and higher employee compensation costs. These higher costs were partially offset by a $41 million settlement we finalized during the third quarter of fiscal 2009 with the insurance carrier covering our La Salteña pasta manufacturing facility in Argentina. In addition, we recorded a $16 million charge to write down the value of a corporate asset.

During the nine-month period ended February 22, 2009, we recorded a divestiture gain of $129 million related to the sale of our Pop•Secret product line for $192 million.

Restructuring, impairment, and other exit costs were comprised of the following:

	Nine-Month
	Period Ended
	Feb. 22,		Feb. 24,
In Millions	2009		2008
Closure of Trenton, Ontario frozen dough plant	$	4.4	$	9.8
Restructuring of production scheduling and discontinuation of cake product line at Chanhassen, Minnesota plant		1.3		3.0
Closure of Poplar, Wisconsin plant		0.7		2.7
Closure of Allentown, Pennsylvania frozen waffle plant		—		10.8
Gain on sale of previously closed Vallejo, California plant		—		(7.1	)
Charges associated with restructuring actions previously announced		—		3.1
Total	$	6.4	$	22.3

We did not undertake any new restructuring actions in the nine-month period ended February 22, 2009. We incurred $6 million of incremental plant closure expenses related to previously announced restructuring activities in the nine-month period ended February 22, 2009. We expect to make limited use of our Trenton, Ontario facility during fiscal 2009, while we evaluate sublease or lease termination options. The charges we expect to incur with respect to previously announced restructuring actions are $17 million in fiscal 2009, and an additional $1 million in fiscal 2010.

Net interest expense for the nine-month period ended February 22, 2009, totaled $288 million, a $44 million decrease from the same nine-month period last year. Average interest bearing instruments decreased $609 million leading to a $27 million decrease in net interest, and average interest rates decreased 33 basis points generating a $17 million decrease in net interest. Average debt balances decreased as a result of share repurchase timing.

The effective tax rate for the nine-month period ended February 22, 2009, was 38.3 percent compared to 34.0 percent for the same period of fiscal 2008. The 4.3 percentage point increase in the effective rate was primarily due to the court decisions on an uncertain tax matter as discussed previously in this MD&A. The rate was also impacted by favorable discrete international tax benefits and increased benefits from foreign tax credits.

After-tax earnings from joint ventures for the nine-month period matched prior-year levels. In fiscal 2009, net sales for CPW increased 5 percent, on 3 points of volume growth and favorable foreign exchange. In fiscal 2008, CPW recorded a gain on the sale of a manufacturing facility related to a previously announced restructuring action. Our after-tax share of that gain, net of associated costs, was $11 million. In addition, during the third quarter of

24

fiscal 2008, CPW recorded new restructuring and impairment charges. Our after-tax share of those charges was $3 million of expense. Net sales for our Häagen-Dazs joint venture in Japan increased 5 percent over the same period last year, with favorable foreign currency exchange and net price realization more than offsetting volume declines. During the third quarter of fiscal 2008, the 8^th Continent soy milk business was sold. Our 50 percent share of the after-tax gain on the sale was $2 million.

Average diluted shares outstanding increased by 0.2 million for the nine-month period ended February 22, 2009, from the same period a year ago, primarily due to the issuance of 14 million shares of common stock in the second quarter of fiscal 2008 to settle the forward contract with Lehman Brothers, the issuance of common stock upon stock option exercises, the issuance of annual stock awards, the vesting of restricted stock units, and shares issued to acquire Humm Foods, offset by the repurchase of 19 million shares of our common stock since the end of the third quarter of fiscal 2008.

SEGMENT OPERATING RESULTS

U.S. Retail Segment Results

Net sales for our U.S. Retail operations grew 8 percent in the third quarter of fiscal 2009 to $2,496 million. Volume on a tonnage basis contributed 1 point of growth, and net price realization and product mix added 7 points of growth.

Net sales for our U.S. Retail operations were up 10 percent in the nine-month period ended February 22, 2009, to $7,571 million. Net price realization and product mix added 6 points of growth and volume on a tonnage basis contributed 4 points of growth.

U.S. Retail Net Sales Percentage Change by Division

				Nine-Month
	Quarter Ended			Period Ended
	Feb. 22,			Feb. 22,
	2009			2009
Big G		13	%		10	%
Meals		5			8
Pillsbury		15			11
Yoplait		7			13
Snacks		-4			4
Baking Products		16			18
Small Planet Foods		Flat			24
Total		8	%		10	%

During the third quarter of fiscal 2009, net sales for Big G cereals grew 13 percent including gains by MultiGrain Cheerios, Honey Nut Cheerios, Cinnamon Toast Crunch, and the Fiber One product line. The Meals division recorded a 5 percent net sales increase, led by Helper dinner mixes, the new Macaroni Grill dinner mix line, Progresso ready-to-serve soups and Green Giant frozen vegetables. Pillsbury net sales grew 15 percent led by Totino’s pizza and Pizza Rolls snacks, Pillsbury refrigerated dough products, and new Pillsbury Savorings frozen appetizers. Net sales for Yoplait grew 7 percent, led by contributions from the Yoplait Light line. Snacks net sales decreased 4 percent due to the absence of Pop•Secret sales in the period this year. Net sales for Baking Products rose 16 percent, reflecting gains by Betty Crocker dessert mixes, Bisquick baking mix and Gold Medal flour. Net sales for Small Planet Foods remained flat, including contributions from the Lärabar product line acquired in the first quarter of fiscal 2009 offset by the voluntary recall of certain peanut butter-flavored Lärabar and Cascadian Farm snack bars in the third quarter of 2009.

Operating profits for the third quarter of fiscal 2009 increased 1 percent to $490 million from $486 million in the same period a year ago. Favorable net price realization contributed $182 million and volume growth drove $19

25

million of the operating profit increase. This was offset by higher input costs of $144 million and an 11 percent increase in consumer marketing expenses.

Operating profits for the nine-month period ended February 22, 2009, improved 7 percent to $1,654 million from $1,543 million in the same period a year ago. Favorable net price realization contributed $474 million and volume growth drove $126 million of the operating profit increase. This was partially offset by higher input costs of $296 million and a 17 percent increase in consumer marketing expenses. In addition, voluntary product recalls reduced operating profits by $22 million in fiscal 2008.

International Segment Results

Net sales for our International segment were down 5 percent in the third quarter of fiscal 2009 to $580 million. This decrease was driven by 15 points of unfavorable foreign currency exchange, partially offset by 9 points of net price realization and mix and 1 point of volume increase.

Net sales were up 4 percent in the nine-month period ended February 22, 2009, to $1,946 million. This growth was driven by 11 points of net price realization and mix, partially offset by 1 point of volume decline and 6 points of unfavorable foreign currency exchange.

International Net Sales Percentage Change by Geographic Region

				Nine-Month
	Quarter Ended			Period Ended
	Feb. 22,			Feb. 22,
	2009			2009
Europe		-13	%		Flat
Canada		-12			-6	%
Asia/Pacific		5			16
Latin America		8			12
Total		-5	%		4	%

For the third quarter of fiscal 2009, net sales in Europe declined by 13 percent driven by unfavorable foreign currency exchange, partially offset by Old El Paso sales growth and introductory product shipments of new Häagen-Dazs smoothies in the United Kingdom. Net sales in Canada declined 12 percent due to unfavorable foreign currency exchange, partially offset by growth from cereals and Nature Valley snacks. Net sales in the Asia/Pacific region grew by 5 percent, including increased sales of Wanchai Ferry in China and Old El Paso dinner kits in Australia. Latin America net sales increased 8 percent primarily due to sales growth from Nature Valley granola bars and Diablitos sandwich spread.

Operating profits for the third quarter of fiscal 2009 decreased 6 percent to $49 million versus a year ago, primarily due to unfavorable foreign currency exchange.

Operating profits for the nine-month period ended February 22, 2009, were $207 million, flat with the same period a year ago, as unfavorable foreign currency exchange was offset by net price realization.

Bakeries and Foodservice Segment Results

Net sales for our Bakeries and Foodservice segment decreased 6 percent to $462 million in the third quarter of fiscal 2009. Net price realization and product mix drove 6 points of net sales growth. This was more than offset by a 12 point decline in volume.

Net sales for our Bakeries and Foodservice segment increased 5 percent to $1,528 million in the nine-month period ended February 22, 2009. The increase in net sales was driven mainly by 13 points of net price realization and product mix. This was partially offset by an 8 point decline in volume, mainly in the bakery and distributors/restaurants channels.

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Bakeries and Foodservice Net Sales Percentage Change by Customer Channel

				Nine-Month
	Quarter Ended			Period Ended
	Feb. 22,			Feb. 22,
	2009			2009
Distributors/restaurants		-1	%		2	%
Bakery		-10			8
Convenience stores and vending		-5			4
Total		-6	%		5	%

Operating profits for the segment for the third quarter of fiscal 2009 were $22 million, down from $56 million in the third quarter of fiscal 2008. The decrease was primarily driven by declines in volume and a decline in grain merchandising earnings from historically high levels last year.

For the nine-month period ended February 22, 2009, operating profits for the segment were $113 million, down from $138 million in the same period a year ago. The decrease for the nine-month period reflects a reduction in grain merchandising earnings as well as a decline in volume.

Unallocated Corporate Items

For the third quarter of fiscal 2009, unallocated corporate items were $46 million of income compared to $106 million of income in fiscal 2008. In the third quarter of fiscal 2009, we recorded a $71 million net increase in income related to mark-to-market valuations of certain commodity positions and grain inventories as described in Note 6 to our Consolidated Financial Statements included in this Form 10-Q, compared to a net increase in income of $151 million in the third quarter of fiscal 2008. During the third quarter of fiscal 2009, we also recognized a $41 million gain from an insurance settlement as discussed previously in this MD&A and we recorded a $13 million charge to write down the value of a corporate asset.

For the nine-month period ended February 22, 2009, unallocated corporate items were $405 million of expense compared to $26 million of income for the same period last year. In the nine-month period ended February 22, 2009, we recorded a $289 million net increase in expense related to mark-to-market valuations of certain commodity positions and grain inventories, compared to a net increase of $168 million in income in the same period a year ago. During the third quarter of fiscal 2009, we also recognized a $41 million gain from an insurance settlement as discussed previously in this MD&A and we recorded a $16 million charge to write down the value of a corporate asset.

IMPACT OF INFLATION

For fiscal 2009, we anticipate inflation in our input costs at an annual rate of 9 percent. In the nine-month period ended February 22, 2009, we experienced input cost inflation above the annual rate. In the fourth quarter of fiscal 2009 we are anticipating input cost inflation will be below the annual rate as we begin to draw on lower-cost commodity coverage positions.

LIQUIDITY

During the nine-month period ended February 22, 2009, our operations generated $1,130 million of cash compared to $914 million in the same period last year primarily reflecting the reduced use of working capital in fiscal 2009.

Working capital used $677 million less cash during the nine-month period ended February 22, 2009, than the same period in fiscal 2008. Inventories used $381 million less cash and accounts payable used $144 million more cash year over year due to decreases in grain prices and grain inventory levels in fiscal 2009. Other current liabilities

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were a $284 million increased source of cash, primarily due to lower cash taxes paid and higher consumer marketing liabilities.

Investing activities used $156 million of cash during the nine-month period ended February 22, 2009, a decrease of $138 million from the $294 million use of cash during the same period last year, primarily due to proceeds from the sale of our Pop•Secret product line for $192 million and the $41 million received in the third quarter related to insurance proceeds from the settlement with the insurance carrier covering the loss at our La Salteña pasta manufacturing facility in Argentina. These proceeds will offset the future capital expenditures required to replace the manufacturing facility which was destroyed by fire in fiscal 2008. Capital expenditures in fiscal 2009 were $52 million higher than the same period last year. In addition, during the first quarter of fiscal 2008 we sold our Vallejo, California plant and received proceeds of $11 million.

Financing activities used $586 million of cash in the nine-month period ended February 22, 2009. Proceeds from the issuance of long term debt of $1.9 billion were used to pay down commercial paper. In addition, we repurchased 19 million shares of common stock for an aggregate purchase price of $1.2 billion and funded $438 million of dividend payments.

On March 9, 2009, our Board of Directors approved a quarterly dividend of 43 cents per share, payable on May 1, 2009, to shareholders of record on April 9, 2009. During the nine-month period ended February 22, 2009, we paid $438 million in dividends compared to $395 million in the same period last year. In addition, in fiscal 2008, the Board of Directors approved the retirement of 125 million shares of common stock in treasury effective December 10, 2007. This action reduced common stock by $12 million, reduced additional paid-in capital by $5,068 million, and reduced common stock in treasury by $5,081 million on our Consolidated Balance Sheets as of that date.

CAPITAL RESOURCES

Our capital structure was as follows:

	Feb. 22,		May 25,
In Millions	2009		2008
Notes payable	$	1,413.8	$	2,208.8
Current portion of long-term debt		518.3		442.0
Long-term debt		5,755.4		4,348.7
Total debt		7,687.5		6,999.5
Minority interests		242.3		242.3
Stockholders’ equity		5,537.1		6,215.8
Total capital	$	13,466.9	$	13,457.6

Commercial paper is a continuing source of short-term financing. We issue commercial paper in the United States, Canada, and Europe. Our commercial paper borrowings are supported by fee-paid committed credit lines consisting of a $1.8 billion facility expiring in October 2012 and a $1.1 billion facility expiring in October 2010. The credit facilities contain several covenants with which we are in compliance, including a requirement to maintain a fixed charge coverage ratio of at least 2.5. As of February 22, 2009, we did not have any outstanding borrowings under these credit facilities.

In January 2009, we sold $1.2 billion aggregate principal amount of our 5.65 percent notes due 2019. In August 2008, we sold $700 million aggregate principal amount of our 5.25 percent notes due 2013. The proceeds of these notes were used to repay a portion of our outstanding commercial paper. Interest on the notes is payable semi-annually in arrears. These notes may be redeemed at our option at any time for a specified make-whole amount. These notes are senior unsecured, unsubordinated obligations and contain a change of control provision, as defined in the instruments governing the notes.

Certain of our long-term debt agreements and our minority interests contain restrictive covenants. As of February 22, 2009, we were in compliance with all of these covenants.

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We have $518 million of long-term debt maturing in the next 12 months that is classified as current, including $9 million of floating rate convertible senior notes that we called on February 27, 2009, for redemption on April 14, 2009. We believe that cash flows from operations, together with available short- and long-term debt financing, will be adequate to meet our liquidity and capital needs for at least the next 12 months.

We have an effective shelf registration statement on file with the Securities and Exchange Commission (SEC) covering the sale of debt securities. The shelf registration statement will expire in December 2011.

OFF BALANCE-SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

There were no material changes outside the ordinary course of our business in our contractual obligations or off-balance-sheet arrangements during the first nine months of fiscal 2009, except for the court ruling on an uncertain tax matter discussed previously in this MD&A. We expect to make cash payments of tax and interest of $32 million associated with this matter, $11 million in fiscal 2009 and the remainder over the next two fiscal years, depending on the outcome of the appeals process.

SIGNIFICANT ACCOUNTING ESTIMATES

Our significant accounting policies are described in Note 2 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 25, 2008. The accounting policies used in preparing our interim fiscal 2009 Consolidated Financial Statements are the same as those described in our Form 10-K, except as discussed in Notes 6 and 18 to our Consolidated Financial Statements included in this Form 10-Q.

Our significant accounting estimates are those that have meaningful impact on the reporting of our financial condition and results of operations. These estimates include our accounting for promotional expenditures, intangible assets, stock compensation, income taxes, and defined benefit pension, other postretirement, and postemployment benefits. The assumptions and methodologies used in the determination of those estimates as of February 22, 2009, are the same as those described in our Annual Report on Form 10-K for the fiscal year ended May 25, 2008. We tested our goodwill and brand intangibles for impairment on our annual assessment date in the third quarter of fiscal 2009. As of our annual impairment assessment date, there was no impairment of any of these intangibles, and the fair value of the Pillsbury brand is more than 10 percent greater than its carrying value, up from an excess of 3 percent as of the fiscal 2008 assessment.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) Emerging Issues Task Force (EITF) 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities” (FSP EITF 03-6-1). FSP EITF 03-6-1 provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, which for us is the first quarter of fiscal 2010. Upon adoption, we are required to retrospectively adjust our EPS data (including any amounts related to interim periods, summaries of earnings, and selected financial data) to conform with the provisions of FSP EITF 03-6-1. We are currently evaluating the impact of FSP EITF 03-6-1 on our results of operations.

In June 2008, the FASB issued EITF No. 08-3, “Accounting by Lessees for Nonrefundable Maintenance Deposits” (EITF 08-3). This issue addresses the accounting for nonrefundable maintenance deposits paid by the lessee to the lessor. EITF 08-3 is effective for fiscal years beginning after December 15, 2008, which for us is the first quarter of fiscal 2010. We expect EITF 08-3 to have an immaterial impact on our results of operations and financial condition.

In May 2008, the FASB issued FSP Accounting Principles Board (APB) 14-1, “Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (FSP APB 14-1). FSP APB 14-1 requires issuers to account separately for the liability and equity components of convertible debt instruments that may be settled in cash or other assets. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008, which for us is the first quarter of fiscal 2010. Upon adoption, we are required to apply this

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accounting retrospectively. FSP APB 14-1 will not have a material impact on our results of operations or financial condition.

In April 2008, the FASB finalized Staff Position No. 142-3, “Determination of the Useful Life of Intangible Assets” (FSP 142-3). This position amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, “Goodwill and Other Intangible Assets”. FSP 142-3 applies to intangible assets that are acquired individually or with a group of other assets and both intangible assets acquired in business combinations and asset acquisitions. This staff position is effective for fiscal years beginning after December 15, 2008, which for us is the first quarter of fiscal 2010. We are currently evaluating the impact of FSP 142-3 on our results of operations and financial condition.

In February 2008, the FASB amended SFAS 157 by FSP Financial Accounting Standard (FAS) 157-2, “Effective Date of FASB Statement No. 157” (FSP FAS 157-2). FSP FAS 157-2 defers the effective date of SFAS 157 for all nonfinancial assets and liabilities that are not remeasured at fair value on a recurring basis to fiscal years beginning after February 15, 2008. As disclosed in Note 16 to the Consolidated Financial Statements included in this Form 10-Q, we adopted the required provisions of SFAS 157 effective in the first quarter of fiscal 2009. We expect to adopt the remaining provisions of SFAS 157 beginning in the first quarter of fiscal 2010. Although we believe the adoption may impact the way that we determine the fair value of goodwill, indefinite-lived intangible assets, and other long-lived assets, we do not expect it to have a material impact on our results of operations or financial condition.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141R). SFAS 141R establishes principles and requirements for how the acquirer in a business combination: recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any controlling interest; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R also requires that changes in acquisition-related liabilities for uncertain tax positions subsequent to its effective date be recorded in earnings currently. SFAS 141R applies to business combinations for which the acquisition date is on or after December 15, 2008, except for certain provisions that take effect for us on June 1, 2009. We are currently evaluating the impact of SFAS 141R on our results of operations and financial condition.

In December 2007, the FASB issued of SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an Amendment to Accounting Research Bulletin No. 51” (SFAS 160). SFAS 160 establishes accounting and reporting standards that require: the ownership interest in subsidiaries held by parties other than the parent be clearly identified and presented in the balance sheets within equity, but separate from the parent’s equity; the amount of consolidated net income attributable to the parent and the noncontrolling interest be clearly identified and presented on the face of the income statement; and changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently. This statement is effective for fiscal years beginning on or after December 15, 2008, which for us is the first quarter of fiscal 2010. We are currently evaluating the impact of SFAS 160 on our results of operations and financial condition.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS 158). SFAS 158 requires that employers recognize on a prospective basis the funded status of their defined benefit pension and other postretirement plans in their consolidated balance sheets and recognize as a component of other comprehensive income, net of income tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost. SFAS 158 also requires the funded status of a plan to be measured as of the date of the year-end statement of financial position and requires additional disclosures in the notes to consolidated financial statements. This pronouncement was effective for us as of May 27, 2007. The measurement date aspect of the pronouncement is effective for fiscal years ending after December 15, 2008, which for us is fiscal 2009. We will adopt the measurement date provision of SFAS 158 as of May 31, 2009 and expect it to have an immaterial impact on our results of operations and financial condition.

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NON-GAAP MEASURES

Total segment operating profit as discussed in this MD&A is a measure of financial performance that is not defined by GAAP. This non-GAAP measure should be viewed in addition to, and not in lieu of, the comparable GAAP measure.

Total segment operating profit is used in internal management reporting and as a component of the Board of Directors’ rating of our performance for management and employee incentive compensation. Management and the Board of Directors believe that this measure provides useful information to investors because it is the profitability measure we use to evaluate segment performance. A reconciliation of this measure to the relevant GAAP measure, operating profit, is included in Note 17 to the Consolidated Financial Statements included in this Form 10-Q.

GLOSSARY

AOCI. Accumulated Other Comprehensive Income.

Derivatives. Financial instruments such as futures, swaps, and forward contracts that we use to manage our risk arising from changes in commodity prices, interest rates, foreign exchange rates, and equity prices.

Fixed Charge Coverage Ratio. The number of times the interest on debt and rent expenses can be covered by earnings for a given period of time.

Generally Accepted Accounting Principles (GAAP). Guidelines, procedures, and practices that we are required to use in recording and reporting accounting information in our published financial statements.

Goodwill. The difference between the purchase price of acquired companies and the related fair values of net assets acquired.

Hedge accounting. Special accounting for qualifying hedges that allows changes in a hedging instrument’s fair value to offset corresponding changes in the hedged item in the same reporting period. Hedge accounting is permitted for certain hedging instruments and hedged items only if the hedging relationship is highly effective and only prospectively from the date a hedging relationship is formally documented.

Interest bearing instruments. Notes payable, long-term debt, including current portion, minority interests, cash and cash equivalents, and certain interest bearing investments classified within prepaid expenses and other current assets and other assets.

LIBOR. London Interbank Offered Rate.

Mark-to-market. The act of determining a fair value for financial instruments, commodity contracts, and related assets or liabilities.

Minority interests. Preferred stock and interests of subsidiaries held by third parties.

Net change related to the impact of mark-to-market valuation of certain commodity positions. Includes realized and unrealized gains and losses on commodity derivatives that will be reclassified to segment operating profit when the hedged item affects earnings, the effects of realized gains and losses reclassified to segment operating profit, and the mark-to-market effects related to revaluing certain grain inventories.

Net price realization. The impact of list and promoted price increases, net of trade and other promotion costs.

OCI. Other Comprehensive Income.

Total debt. Notes payable and long-term debt, including current portion.

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CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains or incorporates by reference forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on our management’s current expectations and assumptions. We also may make written or oral forward-looking statements, including statements contained in our filings with the SEC and in our reports to stockholders.

The words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “plan,” “project” or similar expressions identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and those currently anticipated or projected. We wish to caution you not to place undue reliance on any such forward-looking statements.

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying important factors that could affect our financial performance and could cause our actual results in future periods to differ materially from any current opinions or statements.

Our future results could be affected by a variety of factors, such as: competitive dynamics in the consumer foods industry and the markets for our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, or the availability of capital; product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in laws and regulations, including labeling and advertising regulations; impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets; changes in accounting standards and the impact of significant accounting estimates; product quality and safety issues, including recalls and product liability; changes in consumer demand for our products; effectiveness of advertising, marketing, and promotional programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers; fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, and energy; disruptions or inefficiencies in the supply chain; volatility in the market value of derivatives used to hedge price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan liabilities; failure of our information technology systems; resolution of uncertain income tax matters; foreign economic conditions, including currency rate fluctuations; and political unrest in foreign markets and economic uncertainty due to terrorism or war.

You should also consider the risk factors that we identify on pages 6 through 11 of our Annual Report on Form 10-K for the fiscal year ended May 25, 2008, and in our Form 10-Q for the quarterly period ended November 23, 2008, which could also affect our future results.

We undertake no obligation to publicly revise any forward-looking statements to reflect events or circumstances after the date of those statements or to reflect the occurrence of anticipated or unanticipated events.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

The estimated maximum potential value-at-risk arising from a one-day loss in fair value for our interest rate market-risk-sensitive instruments outstanding as of February 22, 2009, was $45 million, a $26 million increase from May 25, 2008, due to fixed rate bonds issued during the first and third quarters of fiscal 2009 and increased market volatility. The estimated maximum potential value-at-risk arising from a one-day loss in fair value for our commodity market-risk-sensitive instruments outstanding as of February 22, 2009, was $4 million, a $2 million decrease from May 25, 2008, due to a decrease in commodity hedging transactions which offset higher volatility in commodity markets. For additional information, see Item 7A of our Annual Report on Form 10-K for the fiscal year ended May 25, 2008.

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Item 4. Controls and Procedures.

We, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of February 22, 2009, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in a manner that allows timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the fiscal quarter ended February 22, 2009, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table sets forth information with respect to shares of our common stock that we purchased during the fiscal quarter ended February 22, 2009.

					Total Number of Shares
			Average		Purchased as Part of		Maximum Number of Shares
	Total Number of		Price Paid		a Publicly		that may yet be Purchased
Period	Shares Purchased (a)		Per Share		Announced Program (b)		Under the Program (b)
November 24, 2008- December 28, 2008		24,818	$	61.64		24,818		23,949,890
December 29, 2008- January 25, 2009		40,316	$	59.52		40,316		23,909,574
January 26, 2009- February 22, 2009		23,961	$	57.96		23,961		23,885,613
Total		89,095	$	59.69		89,095		23,885,613

(a)

These shares were purchased from the ESOP fund of our 401(k) savings plan.

(b)

On December 11, 2006, our Board of Directors approved and we announced an authorization for the repurchase of up to 75,000,000 shares of our common stock. Purchases can be made in the open market or in privately negotiated transactions, including the use of call options and other derivative instruments, Rule 10b5-1 trading plans, and accelerated repurchase programs. The Board did not specify an expiration date for the authorization.

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Item 6. Exhibits.

3.1	By-Laws of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed December 11, 2008).
10.1	1996 Compensation Plan for Non-Employee Directors.
10.2	1998 Employee Stock Plan.
10.3	1998 Senior Management Stock Plan.
10.4	Amendment to 2001 Compensation Plan for Non-Employee Directors.
10.5	2003 Stock Compensation Plan.
10.6	2005 Stock Compensation Plan.
10.7	2006 Compensation Plan for Non-Employee Directors.
10.8	2007 Stock Compensation Plan.
10.9	Executive Incentive Plan.
10.10	Separation Pay and Benefits Program for Officers.
10.11	Supplemental Savings Plan.
10.12	Supplemental Retirement Plan (Grandfathered).
10.13	2005 Supplemental Retirement Plan.
10.14	Deferred Compensation Plan (Grandfathered).
10.15	2005 Deferred Compensation Plan.
10.16	Executive Medical Plan.
10.17*	Tenth Amendment to the Yoplait Manufacturing and Distribution License Agreement, dated January 12, 2009, between SODIMA and the Registrant.
12.1	Computation of Ratio of Earnings to Fixed Charges.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Denotes that confidential information has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the SEC pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GENERAL MILLS, INC.
	(Registrant)
Date March 18, 2009	/s/ Roderick A. Palmore
	Roderick A. Palmore
	Executive Vice President, General Counsel and Secretary
Date March 18, 2009	/s/ Richard O. Lund
	Richard O. Lund
	Vice President, Controller (Principal Accounting Officer)

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Exhibit Index

Exhibit No.	Description
3.1	By-Laws of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed December 11, 2008).
10.1	1996 Compensation Plan for Non-Employee Directors.
10.2	1998 Employee Stock Plan.
10.3	1998 Senior Management Stock Plan.
10.4	Amendment to 2001 Compensation Plan for Non-Employee Directors.
10.5	2003 Stock Compensation Plan.
10.6	2005 Stock Compensation Plan.
10.7	2006 Compensation Plan for Non-Employee Directors.
10.8	2007 Stock Compensation Plan.
10.9	Executive Incentive Plan.
10.10	Separation Pay and Benefits Program for Officers.
10.11	Supplemental Savings Plan.
10.12	Supplemental Retirement Plan (Grandfathered).
10.13	2005 Supplemental Retirement Plan.
10.14	Deferred Compensation Plan (Grandfathered).
10.15	2005 Deferred Compensation Plan.
10.16	Executive Medical Plan.
10.17*	Tenth Amendment to the Yoplait Manufacturing and Distribution License Agreement, dated January 12, 2009, between SODIMA and the Registrant.
12.1	Computation of Ratio of Earnings to Fixed Charges.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Denotes that confidential information has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the SEC pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.

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EX-10.1

Exhibit 10.1

GENERAL MILLS, INC.
1996 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

PART I

GENERAL PROVISIONS

A. PURPOSE

     The purpose of the General Mills, Inc. 1996 Compensation Plan for Non-Employee Directors (the “Plan”) is to provide a compensation program which will attract and retain qualified individuals not employed by General Mills, Inc. or its subsidiaries (the “Company”) to serve on the Board of Directors of the Company (the “Board”) and to further align the interests of non-employee directors with those of the stockholders by providing that a portion of compensation will be linked directly to increases in stockholder value.

B. EFFECTIVE DATE, DURATION OF PLAN AND TRANSITION RIGHTS

     This Plan shall become effective as of September 30, 1996, subject to the approval of the Plan by the stockholders. The Plan will terminate on September 30, 2001 or such earlier date as determined by the Board or the Compensation Committee of the Board (the “Committee”); provided that no such termination shall affect rights earned or accrued under the Plan prior to the date of termination.

     This Plan supersedes and replaces the General Mills, Inc. Compensation Plan for Non-Employee Directors, effective as of January 1, 1979 (the “1979 Plan”), the General Mills, Inc. Retirement Plan for Non-Employee Directors, effective as of April 28, 1986 (the “1986 Plan”) and the General Mills Stock Plan for Non-Employee Directors, effective as of September 17, 1990 (the “1990 Plan”). Participant rights accrued as of September 30, 1996 under the 1979 Plan and the 1990 Plan shall remain in effect but no new rights or benefits shall accrue pursuant to such plans. The 1986 Plan was terminated in February 1996. Participants who have accrued rights under the 1986 Plan shall receive a one time grant of Stock Units (“Stock Units”) representing the right to receive shares of General Mills, Inc. Common Stock ($.10 per value) (“Common Stock”) equal to the value as of September 30, 1996 of the participant’s accrued benefit under the 1986 Plan. The value of each Stock Unit shall be deemed equal to the mean of the high and low price of shares of Common Stock on the New York Exchange on September 30, 1996. Common Stock issued in respect of Stock Units granted in lieu of accrued benefits under the 1986 Plan shall be distributed commencing on the director’s retirement from the Board, on the date or dates elected by the director at least one year prior to the date of his or her retirement from the Board. In the absence of such an election, such Common Stock shall be issued in ten substantially equal annual installments on the January 1 of each year following the year in which the participant ceases to be a director. Each participant awarded Stock Units shall receive, upon distribution, one share of Common Stock for each Stock Unit awarded, and the

Company shall issue to and register in the name of each such participant a certificate for that number of shares of Common Stock. Participants receiving Stock Units pursuant to this Part I, Section B. shall have the same rights, protections and limitations as those provided participants receiving Stock Units pursuant to Part III, Section B.3. and Section C.1. hereof.

     Awards made under this Plan which were earned and vested (within the meaning of Internal Revenue Code section 409A) before January 1, 2005 are intended to be grandfathered from section 409A and remain governed by federal tax law applicable to deferred compensation as it existed in effect prior to Section 409A. Accordingly, changes to the Plan after October 3, 2004 shall not modify the rights of Participants with respect to deferred amounts that were earned and vested on or before December 31, 2004. It is further intended that no “material modification” be made to the Plan, as that term is used in Treasury Regulations governing section 409A, whether by this amendment and restatement or otherwise.

C. PARTICIPATION

     Each member of the Board who is not an employee of the Company at the date compensation is earned or accrued shall be eligible to participate in the Plan.

D. COMMON STOCK SUBJECT TO THE PLAN

     Common Stock to be issued under this Plan may be made available from the authorized but unissued Common Stock, shares of Common Stock held in the treasury, or Common Stock purchased on the open market or otherwise. Subject to the provisions of the next succeeding paragraph, the maximum aggregate number of shares authorized to be issued under the Plan shall be 250,000.

     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; and, if applicable, (iv) the exercise price of outstanding Options; provided that the number of shares of Common Stock subject to any Option 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, 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 transactions. Notwithstanding anything in this paragraph to the contrary, an adjustment to an Option under this paragraph shall be made in a manner that will not result in a new grant of an Option under Code Section 409A.

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PART II

ANNUAL RETAINER AND MEETING FEES

A. COMPENSATION STRUCTURE

1.	Each non-employee director shall be entitled to receive an annual retainer and meeting fees as shall be determined from time to time by the Board.
2.	Each non-employee director of the Company may elect by written notice to the Company on or before each annual stockholders’ meeting to participate in the compensation alternative provisions of the Plan. Any combination of the alternatives — Cash, Deferred Cash and/or Common Stock — may be elected, provided the aggregate of the alternatives elected equals one hundred percent of the non-employee director’s compensation at the time of the election.
3.	The election shall remain in effect for a one-year period which shall begin the day of the annual stockholders’ meeting and terminate the day before the succeeding annual stockholders’ meeting (hereinafter “Plan Year”).
4.	The Plan Year shall include four plan quarters (hereinafter “Plan Quarters”). Plan Quarters shall correspond to the Company’s fiscal quarters.
5.	A director elected to the Board at a time other than the annual stockholders’ meeting may elect, by written notice to the Company before such director’s term begins, to participate in the compensation alternatives for the remainder of that Plan Year, and elections for succeeding years shall be on the same basis as other directors.
6.	Periodically, the Company shall supply to each participant an account statement of participation under the Plan.

B. CASH ALTERNATIVE

1.	Each non-employee director who elects to participate under the cash compensation provision of the Plan shall be paid all or the specified percentage of his or her compensation for the Plan Year in cash, and such cash payment shall be made as of the end of each Plan Quarter.
2.	If a participant dies during a Plan Year, the balance of the amount due to the date of the participant’s death shall be payable in full to such participant’s designated beneficiary, or, if none, the estate as soon as practicable following the date of death.

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C. DEFERRED CASH ALTERNATIVE

1.	Each non-employee director may elect to have all or a specified percentage of his or her compensation for the Plan Year deferred until the participant ceases to be a director.
2.	For each director who has made this deferred cash election, the Company shall establish a deferred compensation account and shall credit such account at the end of each plan quarter for the compensation due. Interest shall be credited to each such account monthly based on the following rates as specified by the Committee from time to time:

a.	the rate of return as from time to time earned by the Fixed Income Fund of the General Mills 401(k) Savings Plan; or
b.	the rate of return as from time to time earned by the Equity Fund of the General Mills 401(k) Savings Plan; or
c.	any other rates of return of other funds or portfolios established under a qualified benefit plan maintained by the Company which the Minor Amendment Committee, or its delegate, in its discretion, may from time to time establish.

3. Distribution of the participant’s deferred compensation account shall be as follows:

a.

at the time, and in the form of payment, elected by the participant at the time of deferral; or

b.

in the absence of an election at the time of deferral, in ten substantially equal annual installments beginning on January 1 of each year following the year in which the participant ceases to be a director; provided, however, that for compensation earned in Plan Years commencing after December 9, 1996, distributions must be made or commenced by the later of (i) the date the participant attains age 70 and (ii) five years after the director’s retirement from the Board.

4.	In the event of the termination of a participant from Board service other than by retirement, the Committee may in its sole discretion require that distribution of all amounts allocated to a participant’s deferred compensation account be accelerated and distributed as of the first business day of the calendar year next following termination.
5.	The Company has established a Supplemental Benefits Trust with Wells Fargo Bank Minnesota, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations as to deferred cash compensation under the Plan

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and certain other plans of deferred compensation of the Company. In the event of a Change in Control as defined in Part IV hereinbelow, the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all cash benefits payable under the Plan. Any participant of the Plan shall have the right to demand and secure specific performance of this provision. All assets held in the trust remain subject only to the claims of the Company’s general creditors whose claims against the Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement). No participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the participant against the Company.

D. GMI COMMON STOCK ALTERNATIVE

1.	Each participant may elect to receive all or a specified percentage of his or her compensation in shares of Common Stock, which will be issued at the end of each Plan Quarter.
2.	The Company shall ensure that an adequate number of shares of Common Stock are available for distribution to those participants making this election.
3.	Only whole numbers of shares will be issued, with any fractional share amounts paid in cash.
4.	For purposes of computing the number of shares earned each Plan Quarter, the value of each share shall be equal to the mean of the high and low price of shares of Common Stock on the New York Stock Exchange on the third Business Day preceding the last day of each Plan Quarter. For the purposes of this Plan, “Business Day” shall mean a day on which the New York Stock Exchange is open for trading.
5.	If a participant dies during a Plan Year, the balance of the amount due to the date of the participant’s death shall be payable in full to the participant’s designated beneficiary, or, if none, to the participant’s estate, in cash, as soon as practicable following the date of death.

PART III

STOCK COMPENSATION

A. NON-QUALIFIED STOCK OPTIONS

1. Grant of Options. Each non-employee director on the effective date of the Plan (or, if first elected after the effective date of the Plan, on the date the non-employee director is first elected) shall be awarded an option (an

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“Option”) to purchase 2,500 shares of Common Stock. As of the close of business on each successive annual stockholders’ meeting date after the date of the original award, each non-employee director re-elected to the Board shall be granted an additional Option to purchase 2,500 shares of Common Stock (or, beginning September 27, 1999, an Option to purchase 5,000 shares of Common Stock). All Options granted under the Plan shall be non-statutory options not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended.

2.	Option Exercise Price. The per share price to be paid by the non-employee director at the time an Option is exercised shall be 100% of the Fair Market Value of the Common Stock on the date of grant. “Fair Market Value” shall equal the closing price for the Common Stock on the New York Stock Exchange on the relevant date.
3.	Term of Option. Each Option shall expire ten (10) years from the date of grant.
4.	Exercise and Vesting of Option. Each Option will vest on the date of the annual stockholders’ meeting next following the date the Option is granted. If, for any reason, a non-employee director ceases to serve on the Board prior to the date an Option vests, such Option shall be forfeited and all further rights of the non-employee director to or with respect to such Option shall terminate. If a participant should die while employed by the Company, any vested Option 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 and any unvested Options shall vest and become exercisable in a proportionate amount, based on the full months of service completed during the vesting period of the Option from the date of grant to the date of death.
5.	Method of Exercise and Tax Obligations. Each notice of exercise shall be accompanied by the full purchase price of the shares being purchased. Such payment may be made in cash, check, shares of Common Stock valued using the Fair Market Value as of the exercise date or a combination thereof. The Company may also require payment of the amount of any federal, state or local withholding tax attributable to the exercise of an Option or the delivery of shares of Common Stock.
6.	Non-transferability. Except as provided by rule adopted by the Committee, an Option shall be non-assignable and non-transferable by a non-employee director other than by will or the laws of descent and distribution. A non-employee director shall forfeit any Option assigned or transferred, voluntarily or involuntarily, other than as permitted under this subsection.

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B. DEFERRAL OF STOCK OPTION GAINS

     Subject to the limitations below, Participants may defer receipt of the net shares of Common Stock to be issued upon the stock-for-stock exercise of an Option issued hereunder, as well as dividend equivalents on the net shares.

1.	Option Gain Deferral Election. A participant can elect to defer receipt of Net Shares (defined below) of Common Stock resulting from a stock-for-stock exercise of an exercisable Option issued to the participant by completing and submitting to the Company an irrevocable stock option deferral election at least six months in advance of exercising the Option (which exercise must be done on or prior to the expiration of the Option) and, on or prior to the exercise date, delivering personally-owned shares equal in value to the Option exercise price on the date of the exercise. “Net Shares” means the difference between the number of shares of Common Stock subject to the Option exercise and the number of shares of Common Stock delivered to satisfy the Option exercise price. A participant may not revoke an Option gain deferral election after it is received by the Company. A participant may choose to defer receipt of all or only a portion of the Net Shares to be received upon exercise of an Option. If only a portion of the Net Shares is deferred, the balance will be issued at the time of exercise.
2.	Distribution of Deferred Common Stock. At the time of a participant’s election to defer receipt of Common Stock issuable upon an Option exercise or upon the election to receive Stock Units as provided in Part III, Section C.1. a participant must also select a distribution date and a form of distribution. The distribution date may be any date that is at least one year subsequent to either the exercise date for the related Option or the date of grant in the case of Stock Units granted under Part III, Section C.1. but the distribution must be made or commenced by the later of (i) the date the participant attains age 70 and (ii) five year after the date of the director’s retirement from the Board.
	A participant may elect to have deferred Common Stock distributed in a single payment or in substantially equal annual installments for a period not to exceed ten (10) years, or in another form requested by the Participant, in writing, and approved by the Committee. In the absence of an election, Common Stock issued in respect of Stock Units shall be distributed in ten substantially equal annual installments beginning on January 1 of each year following the year in which the participant ceases to be a director. Common Stock issuable under a single Option grant or pursuant to a single grant under Part III, Section C.1. shall have the same distribution date and form of distribution. Notwithstanding the above, the following provisions shall apply:

a. If an Option as to which a participant has made an Option gain deferral election terminates prior to the exercise date selected by the

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	participant, or if the participant dies or fails to deliver personally-owned shares in payment of the exercise price, then the deferral election shall not become effective.
b.	In the event of the termination of a participant from Board service other than by retirement, the Committee may, in its sole discretion, require that distribution of all Stock Units allocated to a participant’s Deferred Stock Unit Accounts (as defined in Part III, Section B.3.a. below) be accelerated and distributed as of the first business day of the calendar year next following the date of termination.
c.	At the time elected by the participant for distribution of Common Stock attributable to allocations under the participant’s Deferred Stock Unit Accounts, the Company shall cause to be issued to the Participant, within three (3) days of the date of distribution, shares of Common Stock equal to the number of Stock Units credited to the Deferred Stock Unit Account and cash equal to any dividend equivalent amounts which had not been used to “purchase” additional Stock Units as provided below. Prior to distribution and pursuant to any rules the Committee may adopt, a Participant may authorize the Company to withhold a portion of the shares of Common Stock to be distributed for the payment of all federal, state, local and foreign withholding taxes required to be collected in respect of the distribution.

     3. Deferred Stock Unit Accounts and Dividend Equivalents.

a. A deferred stock unit account (“Deferred Stock Unit Account”) will be established for each Option grant covered by a participant election to defer the receipt of Common Stock under Part III, Section B.1. above and, for each Net Share deferred, a Stock Unit will be credited to the Deferred Stock Unit Account as of the date of the Option exercise. A Deferred Stock Unit Account will also be established each time a participant elects to receive Stock Units pursuant to Part III, Section C.1. hereof. Participants may make an election to receive dividend equivalents on Stock Units in cash or reinvest such amount, and any change to such election shall become effective six months after the date of the change. If the amounts are reinvested, on each dividend payment date for the Company’s Common Stock, the Company will credit each Deferred Stock Unit Account with an amount equal to the dividends paid by the Company on the number of shares of Common Stock equal to the number of Stock Units in the Deferred Stock Unit Account. Dividend equivalent amounts credited to each Deferred Stock Unit Account shall be used to “purchase” additional Stock Units for the Deferred Stock Unit Account at a price equal to the Fair Market Value of the Common Stock on the dividend date. No fractional Stock Units will be credited. The Committee may, in its sole discretion, direct either that all dividend equivalent amounts be paid currently or all such

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amounts be reinvented if, for any reason, such Committee believes it is in the best interest of the Company to do so. If the participant fails to make an election, the dividend equivalent amounts shall be reinvested. Periodically, each participant will receive a statement of the number of Stock Units in his or her Deferred Stock Unit Account(s).

b. Participants who elect under the Plan to defer the receipt of Common Stock issuable upon the exercise of Options or elect to receive Stock Units under Part III, Section C.1. below will have no rights as stockholders of the Company with respect to allocations made to their Deferred Stock Unit Account(s), except the right to receive dividend equivalent allocations under Part III, Section B.3.a. above. Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed.

Notwithstanding any other provision of the Plan to the contrary, no gains from stock option exercises are permitted after December 31, 2004.

C. RESTRICTED STOCK AND STOCK UNITS

1.

Awards. Until September 27, 1999, on the effective date of the Plan (or, if a non-employee director is first elected after the effective date of the Plan, on the date the non-employee director is first elected) and at the close of business on each successive annual stockholders’ meeting date, each non-employee director may elect to receive either (i) an award of five hundred (500) shares of Restricted Stock subject to vesting and restricted as described in subsection 2 hereof (the “Restricted Stock”) or (ii) an award of five hundred (500) Stock Units, subject to vesting as provided in subsection 2. Only non-employee directors re-elected to the Board shall be entitled to a grant under this Section III. C.1. of Restricted Stock or Stock Units awarded at the close of business on an annual meeting date after the date of the original grant to the non-employee director. Beginning September 27, 1999, only Stock Units and not Restricted Stock will be awarded under the Plan.

2.

Vesting of and Restrictions on Restricted Stock and Stock Units. A participant’s interest in the Restricted Stock and Stock Units shall vest on the date of the annual stockholders’ meeting next following the date of the award of the Restricted Stock or Stock Units (the “Restricted Period”). If, for any reason, a non-employee director ceases to serve on the Board prior to the date the non-employee director’s interest in a grant of Restricted Stock or Stock Units vests, such Restricted Stock and Stock Units shall be forfeited and all further rights of the non-employee director to or with respect to such Restricted Stock or Stock Units shall terminate. A participant who dies prior to the vesting of Restricted Stock or Stock Units shall vest in a proportionate number of shares of Restricted Stock or Stock Units, based on the full months of service completed during the vesting period of the

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Restricted Stock or Stock Units from the date of grant to the date of death. Restricted Stock may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed until the Restricted Period has expired and Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed until such time as share certificates for Common Stock are issued to the participants.

3. Distribution of Stock Units.

a. Each participant electing the award of Stock Units under Part III, Section C.1. above must select a date of distribution and form of distribution as provided under Part III, Section B.2. The participant may also elect to have dividend equivalents payable on Stock Units paid currently or reinvested in Stock Units as provided under Part III, Section B.3.

4. Other Terms and Conditions. Any shares of Restricted Stock granted under the Plan may be evidenced in such manner as the Committee deems appropriate, including, without limitation, book-entry registration or issuance of stock certificates, and may be held in escrow. Each participant granted 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. The Company may require payment of the amount of any federal, state or local withholding tax attributable to the constructive or actual delivery of shares of Common Stock pursuant to the terms of this Agreement.

D. GENERAL PROVISIONS FOR DEFERRED CASH, OPTION GAINS AND RSU’s

     The following provisions shall apply to the deferral of cash compensation described in Part II, Section C hereof, the deferral of receipt of Common Stock issued upon exercise of Options described in Part III, Section B hereof and the treatment of Stock Units granted under Part III, Section C hereof.

1. A participant may, at any time prior or subsequent to the commencement of benefit payments or distribution of Common Stock in respect of Stock Units under this Plan, elect in writing to have his or her form of distribution under this Plan changed to an immediate single distribution which shall be made within one (1) business day of receipt by the Company of such request in the case of deferred cash and three (3) business days in the case of Common Stock; provided that the cash amount or number of shares of Common Stock subject to such single distribution shall be reduced by an amount or number of shares of Common Stock equal to the product of (X) the rate for set forth in Statistical Release H.15(519), or any successor publication, as published by the Board of Governors of the Federal Reserve System for one-year U.S. Treasury notes under the heading “Treasury Constant Maturities” for the first day of the calendar month in which the

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request for a single sum distribution is received by the Company and (Y) either (i) as to a cash distribution, the total single sum distribution otherwise payable (based on the value of the account as of the first day of the month in which the single sum amount is paid, adjusted by a pro-rata portion of the specified rate of return for the prior month in which the single sum is paid, determined by multiplying the actual rate of return for such prior month by a fraction, the numerator of which is the number of days in the month in which the request is received prior to the date of payment, and the denominator of which is the number of days in the month), or (ii) as to a distribution of Common Stock in respect of Stock Units, the number of Stock Units held on behalf of the participant multiplied by the mean of the high and low price of shares of Common Stock on the New York Stock Exchange on the date of the request or, if the date of the request is not a Business Day, on the Business Day preceding the date of the request.

2.	In the event of a severe financial hardship occasioned by an emergency, including, but not limited to, illness, disability or personal injury sustained by the participant or a member of the participant’s immediate family, a participant may apply to receive a distribution, including a distribution of Common Stock in respect of Stock Units, earlier than initially elected. The Committee may, in its sole discretion, either approve or deny the request. The determination made by the Committee will be final and binding on all parties. If the request is granted, the distributions will be accelerated only to the extent reasonably necessary to alleviate the financial hardship.
3.	If the death of a participant occurs before a full distribution of deferred cash amounts or Common Stock in respect of Stock Units is made, a single distribution shall be made to the beneficiary designated by the participant to receive such amounts. This distribution shall be made as soon as practical following notification that death has occurred. In the absence of any such designation, the distribution shall be made to the personal representative, executor or administrator of the participant’s estate.
4.	As to all previous and future Plan years, and subject to the last sentence of the first paragraph of Part III, Section B.2. hereof, a participant who (a) has elected a distribution date and distribution in either a single distribution or substantially equal installments and (b) is not within twelve (12) months of the date that such deferred amount, deferred Common Stock or the first installment thereof would be distributed under this Plan, shall be permitted to make no more than two amendments to the initial election to defer distributions such that his or her distribution date is either in the same calendar year as the date of the distribution which would have been made in the absence of such election amendment(s) or is at least one year after the date of the distribution which would have been made in the absence of such election amendment(s). A participant satisfying the conditions set forth in the preceding sentence may also amend such election so that his or her

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form of distribution is changed to substantially equal annual installments for a period not to exceed ten (10) years or is changed to a single distribution.

5.

Notwithstanding any other provision of this Plan to the contrary, the Committee, by majority approval, may, in its sole discretion, direct that distributions be made before such distributions are otherwise due if, for any reason (including, but not limited to, 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 or her delegate, or a decision by a court of competent jurisdiction involving a participant or beneficiary), it believes that a participant or beneficiary has recognized or will recognize income for federal income tax purposes with respect to distributions that are or will be payable to such participants under the Plan before they are paid to him. In making this determination, the Committee shall take into account the hardship that would be imposed on the participant or beneficiary by the payment of federal income taxes under such circumstances.

E. CHANGE OF CONTROL

     Stock Options granted under the Plan will become immediately exercisable, restrictions on the Restricted Stock will lapse and Common Stock and dividend equivalents to be issued in respect of Stock Units will be immediately distributed upon the occurrence of a “Change of Control” as defined in Part IV hereinbelow.

PART IV

ADMINISTRATION

     The Plan shall be administered by the Committee. The Committee shall have full power to interpret the Plan, formulate additional details and regulations for carrying out the Plan and amend or modify the Plan as from time to time it deems proper and in the best interests of the Company, provided that after a “Change in Control” no amendment, modification of or action to terminate the Plan may be made which would affect compensation earned or accrued prior to such amendment, modification or termination without the written consent of a majority of participants determined as of the day before a “Change in Control.” Any decision or interpretation adopted by the Committee shall be final and conclusive. A “Change of Control” means:

1. The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for

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purposes of this subsection (1), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (3) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or

2.

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

3.

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

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Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

4.

Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

PART V

ADDITIONAL PROVISIONS

A. GOVERNING LAW

     The validity, construction and effect of the Plan and any such actions taken under or relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable Federal law.

B. NOTICES

     Unless otherwise notified, all notices under this Plan shall be sent in writing to the Company, attention Corporate Compensation, P.O. Box 1113, Minneapolis, Minnesota 55440. All correspondence to the participants shall be sent to the address which is their recorded address as listed on the election forms.

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EX-10.2

Exhibit 10.2

GENERAL MILLS, INC.

1998 EMPLOYEE STOCK PLAN

1.	PURPOSE OF THE PLAN
	The purpose of the General Mills, Inc. 1998 Employee Stock Plan (the “Plan”) is to attract and retain able employees by rewarding employees of General Mills, Inc., its subsidiaries and affiliates (defined as entities in which General Mills, Inc. has a significant equity or other interest) (collectively, the “Company”) and to align the interests of employees with those of the stockholders of the Company through compensation that is based on the Company’s stock. Grants may be made to employees under the Plan in lieu of salary increases and certain other compensation and benefits.
2.	EFFECTIVE DATE AND DURATION OF PLAN
	This Plan shall become effective as of September 28, 1998. No Awards were made under the Plan after September 22, 2003.
3.	ELIGIBLE PERSONS
	Only persons who are employees of the Company shall be eligible to receive grants of Stock Options, Restricted Stock or Restricted Stock Units (each defined below) and become “Participants” under the Plan.
4.	AWARD TYPE
	Under this Plan, the Compensation Committee of the Company’s Board of Directors (the “Committee”) may award Participants options (“Stock Options”) to purchase common stock of the Company ($.10 par value) (“Common Stock”). The grant of a Stock Option entitles the Participant to purchase a fixed number of shares of Common Stock at an “Exercise Price” established by the Committee. The Exercise Price for each share of Common Stock issuable under a Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant. “Fair Market Value” shall equal the closing price of the Common Stock on the New York Stock Exchange on the date of grant. The Committee may also grant Participants shares of Common Stock or the right to receive shares of Common Stock subject to certain restrictions (“Restricted Stock” or “Restricted Stock Units”) (Stock Options, Restricted Stock and Restricted Stock Units are sometimes referred to as “Awards”).
	To the extent that such requirements are applicable, this Plan is intended to comply with the requirements of section 409A of the Internal Revenue Code of 1986 and shall be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified

	deferred compensation under section 409A, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the section 409A deferral election rules and the exclusion from section 409A for certain short-term deferral amounts. Certain awards made under this Plan which were earned and vested (within the meaning of section 409A) before January 1, 2005 are intended to be grandfathered from section 409A and remain governed by federal tax law applicable to deferred compensation as it existed in effect prior to section 409A. Accordingly, changes to the Plan after October 3, 2004 shall not modify the rights of participants with respect to deferred amounts that were earned and vested on or before December 31, 2004. It is further intended that no “material modification” be made to the Plan, as that term is used in Treasury Regulations governing section 409A, whether by this amendment and restatement or otherwise.
5.	STOCK OPTION TERM AND TYPE
	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 granted under the Plan shall be determined by the Committee, provided that the term of a Stock Option shall not exceed 10 years and one month.
6.	COMMON STOCK SUBJECT TO THE PLAN

a)	Maximum Shares Available for Delivery. Subject to Section 6(b), the maximum number of shares of Common Stock available for issuance to Participants under the Plan shall be 28,000,000.
	In addition, any Common Stock covered by a Stock Option granted under the Plan, which is forfeited, cancelled or expires in whole or in part shall be deemed not to be delivered for purposes of determining the maximum number of shares of Common Stock available for grants under the Plan.
	If any Stock Option is exercised by tendering Common Stock, either actually or by attestation, to the Company as full or partial payment in connection with the exercise of the Stock Option under the Plan, only the number of shares of Common Stock issued net of the Common Stock tendered shall be deemed delivered for purposes of determining the maximum number of shares available for grants under the Plan. 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)	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; and, if applicable, (iv) the exercise price of outstanding Options; provided that the

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number of shares of Common Stock subject to any Option 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, 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 transactions. Notwithstanding anything in this paragraph to the contrary, an adjustment to an Option under this paragraph shall be made in a manner that will not result in a new grant of an Option under Code Section 409A.

c)

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

(i)	The total number of shares of Common Stock that shall be available for Restricted Stock and Restricted Stock Unit Awards under the Plan shall be limited to 15% of the total shares authorized for Awards hereunder.
(ii)	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.
(iii)	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.

d) 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 grants if such deposit is not made or maintained during the required holding period. Such shares of deposited Common Stock may not be otherwise sold or disposed of during the applicable holding period or restricted period. The Committee may also determine whether any shares issued upon exercise of a Stock Option shall be restricted in any manner.

7. EXERCISE OF STOCK OPTIONS

a) Exercise. Except as provided in Sections 11 and 12 (Change of Control and Termination of Employment), each Stock Option may be exercised only in accordance with the terms and conditions of the Stock Option grant and during the periods as may be established by the Committee. Twenty percent of each Stock Option granted under the Plan in lieu of salary increases and certain other compensation and benefits may be exercised immediately upon granting and, subject to the Participant’s continued

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	employment with the Company, additional 20% portions of such Stock Option shall become exercisable each year thereafter. All other Stock Options granted hereunder may be exercised only after three years of the Participant’s continued employment with the Company following the date of the Stock Option grant.
	A Participant exercising a Stock Option shall give notice to the Company of such exercise and of the number of shares elected to be purchased prior to 4:30 P.M. CST/CDT on the day of exercise, which must be a business day at the executive offices of the Company.
b)	Payment. The Exercise Price shall be paid to the Company at the time of such exercise, subject to any applicable rule or regulation adopted by the Committee:

(i)	in cash (including check, draft, money order or wire transfer made payable to the order of the Company);
(ii)	through the tender of shares of Common Stock owned by the Participant (by either actual delivery or attestation); or
(iii)	by a combination of (i) and (ii) above.

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

c)

Deferrals. Prior to January 1, 2005, the Committee may permit or require Participants to defer receipt of any Common Stock issuable upon exercise of a Stock Option, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred Common Stock equivalents. Stock option gains may not be deferred after December 31, 2004.

8.	RESTRICTED STOCK AND RESTRICTED STOCK UNITS
	With respect to Awards of Restricted Stock and Restricted Stock Units, the Committee shall:

a)	select Participants to whom Awards will be made, provided that Restricted Stock Units may only be awarded to those employees of the Company who are employed in a country other than the United States;
b)	determine the number of shares of Restricted Stock or the number of Restricted Stock Units to be awarded;
c)	determine the length of the restricted period, which shall be no less than one year;
d)	determine the purchase price, if any, to be paid by the Participant for Restricted Stock or Restricted Stock Units; and
e)	determine any restrictions other than those set forth in this Section 8.

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Subject to the restrictions set forth in this Section 8, 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 receives Restricted Stock Units shall be eligible to receive, at the expiration of the applicable restricted period, 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. 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; provided, however, that quarterly 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.

9.	TRANSFERABILITY OF STOCK OPTIONS
	Except as otherwise provided by rules of the Committee, no Stock Options shall be transferable by a Participant otherwise than (i) by the Participant’s last will and testament or (ii) by the applicable laws of descent and distribution, and such Stock Options shall be exercised during the Participant’s lifetime only by the Participant or his or her guardian or legal representative. 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.
10.	TAXES
	Whenever the Company issues Common Stock under the Plan, the Company may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state or local tax withholding requirements prior to the delivery of such Common Stock, or, in the discretion of the Committee, upon the election of the Participant, the Company may withhold from the shares to be delivered shares sufficient to satisfy all or a portion of such tax withholding requirements.
11.	CHANGE OF CONTROL
	Each outstanding Stock Option shall become immediately and fully exercisable for a period of one (1) year following the date of the following occurrences, each constituting a “Change of Control”:

a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote

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	generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Voting Securities; or
b)	Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least of a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
c)	The approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Voting Securities, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the

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	Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
d)	approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

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

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

In the event of a Change of Control, a Participant shall fully vest in all shares of Restricted Stock and Restricted Stock Units, effective as of the date of such Change of Control, and any deposited shares of Common Stock shall be promptly returned to the Participant. 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. 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 on the date the original restriction period would have closed, or the date elected pursuant to the proper deferral election, as applicable.

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 policies or practices,

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

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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 for any reason other than specified in Sections 11, 12 (a), (c), (d) or (e), the following rules shall apply:

(i) In the event that, at the time of such termination, the sum of the Participant’s age and service with the Company equals or exceeds 70, the following shall apply:

(A)	The Participant’s outstanding Stock Options shall continue to become exercisable (and remain exercisable), and shares of Restricted Stock and Restricted Stock Units subject to share deposit requirements shall continue to vest, each according to the schedule established at the time of grant, unless otherwise provided in the applicable Award agreement.
(B)	Shares of Restricted Stock and Restricted Stock Units not subject to share deposit requirements or attributable to a Participant whose termination of employment is on or after August 1, 2003, shall fully vest and be paid (or deferred, as appropriate) immediately.

(ii)

In the event that, at the time of such termination, the sum of Participant’s age and service with the Company is less than 70, Participant’s outstanding unexercisable Stock Options and unvested Restricted Stock and Restricted Stock Units shall become exercisable or vest, as the case may be, and be paid (or deferred, as appropriate) immediately as of the date of termination, in a pro-rata amount based on the full months of employment completed during the full vesting period from the date of grant to the date of termination with such newly-vested Stock Options and Stock Options exercisable on the date of termination remaining exercisable for the lesser of one year from the date of termination and the original full term of the Stock Option. All other Stock Options, 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, the Participant’s outstanding Stock Options which, as of the date of termination are not yet exercisable, shall become exercisable effective as of the date of such termination and, with all outstanding Stock Options already exercisable on the date of termination, shall remain exercisable for the lesser of one year following the date of termination and the original full term of the Stock Option, and all shares of Restricted Stock and Restricted Stock Units shall fully vest and be paid (or deferred, as appropriate) immediately as of the date of termination.

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

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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 previously granted under this Plan may be exercised by the person designated in such Participant’s last will and testament or, in the absence of such designation, by the Participant’s estate, to the full extent that such Stock Option could have been exercised by such Participant immediately prior to death. Any outstanding Stock Options granted on or after June 1, 2002, which, as of the date of death, are not yet exercisable, shall fully vest and become exercisable upon death. Outstanding Stock Options granted prior to June 1, 2002, which, as of the date of death, are not yet exercisable, shall fully vest and become exercisable in a pro-rata amount, based on the full months of employment completed during the full vesting period of the Stock Option from the date of grant to the date of death.
	With respect to Stock Options which require the deposit of owned Common Stock as a condition to obtaining exercise rights, in the event a Participant dies while employed by the Company, such Stock Options may be exercised as provided in the first paragraph of this Section 12(c) and any owned Common Stock deposited by the Participant pursuant to such grant shall be promptly returned to the person designated in such Participant’s last will and testament or, in the absence of such designation, to the Participant’s estate, and all requirements regarding deposit by the Participant shall be terminated.
	A Participant who dies during any applicable restricted period, for Restricted Stock or Restricted Stock Units granted on or after June 1, 2002, shall fully vest in, and have settled, such shares of Restricted Stock or Restricted Stock Units, effective as the date of death. A Participant who dies during any applicable restricted period, for any Restricted Stock or Restricted Stock Units granted prior to June 1, 2002, shall vest in, and have settled, 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 grant, the treatment of the Stock Options, Restricted Stock and Restricted Stock Units upon the retirement of the Participant. Unless other terms are specified in the original Grant, if the termination of employment is due to a Participant’s retirement on or after age 55, the Participant may exercise a Stock Option, subject to the original terms and conditions of the Stock Option and shall fully vest in, and be paid or have deferred, all shares of Restricted Stock or Restricted Stock Units effective as of the date of retirement (unless any such Award specifically provides otherwise). 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

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the Award’s restricted period shall be referred to as a “Section 409A Restricted Stock Unit”.

e)

Spin-offs. If the termination of employment is due to the cessation, transfer, or spin-off of a complete line of business of the Company, the Committee, in its sole discretion, shall determine the treatment of all outstanding Awards under the Plan. Such treatment shall be consistent with Code section 409A, and in particular will take into account whether a separation from service has occurred within meaning of section 409A.

13. ADMINISTRATION OF THE PLAN

a)	Administration. The authority to control and manage the operations and administration of the Plan shall be vested in Committee in accordance with this Section 13.
b)	Selection of Committee. The Committee shall be selected by the Board, and shall consist of two or more members of the Board.
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

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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 Committee to:

a)	permit granting of Stock Options at less than Fair Market Value; and
b)	except as provided in Section 6, permit the repricing of outstanding Stock Options.

	No termination, modification, suspension, or amendment of the Plan shall alter or impair the rights of any Participant pursuant to an outstanding Award 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 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.	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:

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

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EX-10.3

Exhibit 10.3

GENERAL MILLS, INC.

1998 SENIOR MANAGEMENT STOCK PLAN

1.	PURPOSE OF THE PLAN
	The purpose of the General Mills, Inc. 1998 Senior Management Stock Plan (the “Plan”) is to attract and retain able employees by rewarding employees of General Mills, Inc., its subsidiaries and affiliates (defined as entities in which General Mills, Inc. has a significant equity or other interest) (collectively, the “Company”) who are responsible for the growth and sound development of the business of the Company, and to align the interests of employees with those of the stockholders of the Company.
2.	EFFECTIVE DATE AND DURATION OF PLAN
	This Plan shall become effective as of September 28, 1998, subject to the approval of the stockholders of the Company at the Annual Meeting on September 28, 1998. No Awards were made under the Plan after September 22, 2003.
3.	ELIGIBLE PERSONS
	Only persons who are employees of the Company shall be eligible to receive grants of Stock Options (defined below) under the Plan. The Compensation Committee of the Company’s Board of Directors (the “Committee”) shall administer the Plan, in accordance with Section 12, and shall exercise the power to determine and designate, from time to time, from among the employees, those who will be granted Stock Options under the Plan and become “Participants” in the Plan.
4.	AWARD TYPE
	Under this Plan, the Committee may award Participants options (“Stock Options”) to purchase common stock of the Company ($.10 par value) (“Common Stock”). The grant of a Stock Option entitles the Participant to purchase a fixed number of shares of Common Stock at an “Exercise Price” established by the Committee. The Exercise Price for each share of Common Stock issuable under a Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant. “Fair Market Value” shall equal the closing price of the Common Stock on the New York Stock Exchange on the date of grant.
5.	STOCK OPTION TERM AND TYPE
	Stock Options granted under the Plan may be either Non-Qualified Stock Options governed by Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”) or Incentive Stock Options described in Section 422(b)

of the Code. The term of any Stock Option granted under the Plan shall be determined by the Committee, provided that the term of a Non-Qualified Stock Option shall not exceed 10 years and one month and the term of an Incentive Stock Option shall not exceed 10 years. The maximum number of shares that may be issued by Incentive Stock Options granted under the Plan is 15,000,000.

6. COMMON STOCK SUBJECT TO THE PLAN

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

(i)	12,600,000;
(ii)	2,400,000, being the number of shares of Common Stock still available for grants under the Company’s 1993 Stock Option and Long-Term Incentive Plan as of the effective date of this Plan; and
(iii)	any shares of Common Stock subject to Stock Options granted under any prior stockholder — approved plan of the Company adopted prior to the effective date of this Plan which are forfeited, expire or are cancelled without the delivery of Common Stock.

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

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

b)

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

c)

Adjustments for Corporate Transactions. 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; and, if applicable, (iv) the exercise price of outstanding Options; provided that the number of shares of Common Stock subject to any Option 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, 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 transactions. Notwithstanding anything in this paragraph to the contrary, an adjustment to an Option under this paragraph shall be made in a manner that will not result in a new grant of an Option under Code Section 409A.

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

(i)

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

(ii)

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

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

7. EXERCISE OF STOCK OPTIONS

a)	Exercise. Except as provided in Sections 10 and 11 (Change of Control and Termination of Employment), each Stock Option may be exercised only in accordance with the terms and conditions of the Stock Option grant and during the periods as may be established by the Committee, and only after three years of the Participant’s continued employment with the Company following the date of the Stock Option grant.
	A Participant exercising a Stock Option shall give notice to the Company of such exercise and of the number of shares elected to be purchased prior to 4:30 P.M. CST/CDT on the day of exercise, which must be a business day at the executive offices of the Company.
b)	Payment. The Exercise Price shall be paid to the Company at the time of such exercise, subject to any applicable rule or regulation adopted by the Committee:

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

(ii)	through the tender of shares of Common Stock owned by the Participant (by either actual delivery or attestation); or
(iii)	by a combination of (i) and (ii) above.

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

c) Deferrals. Prior to January 1, 2005, the Committee may permit or require Participants to defer receipt of any Common Stock issuable upon exercise of a Stock Option, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred Common Stock equivalents. Stock option gains may not be deferred after December 31, 2004.

8.	TRANSFERABILITY OF STOCK OPTIONS
	Except as otherwise provided by rules of the Committee, no Stock Options shall be transferable by a Participant otherwise than (i) by the Participant’s last will and testament or (ii) by the applicable laws of descent and distribution, and such Stock Options shall be exercised during the Participant’s lifetime only by the Participant or his or her guardian or legal representative.
9.	TAXES
	Whenever the Company issues Common Stock under the Plan, the Company may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state or local tax withholding requirements prior to the delivery of such Common Stock, or, in the discretion of the Committee, upon the election of the Participant, the Company may withhold from the shares to be delivered shares sufficient to satisfy all or a portion of such tax withholding requirements.

10.	CHANGE OF CONTROL
	Each outstanding Stock Option shall become immediately and fully exercisable for a period of one (1) year following the date of the following occurrences, each constituting a “Change of Control”:

a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any

acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Voting Securities; or

b)

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

c)

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

execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

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

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

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

11. TERMINATION OF EMPLOYMENT

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

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

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

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

(i)	In the event that, at the time of such termination, the sum of the Participant’s age and service with the Company equals or exceeds 70, the Participant’s outstanding Stock Options shall continue to become exercisable in accordance with the schedules established at the time of grant. Stock Options shall remain exercisable for the remaining full term of such Stock Options.
(ii)	In the event that, at the time of such termination, the sum of Participant’s age and service with the Company is less than 70, Participant’s outstanding unexercisable Stock Options shall become exercisable as of the date of termination, in a pro-rata amount based

on the full months of employment completed during the full vesting period from the date of grant to the date of termination with such newly-vested Stock Options and Stock Options exercisable on the date of termination remaining exercisable for the lesser of one year from the date of termination and the original full term of the Stock Option. All other Stock Options shall be forfeited as of the date of termination. Provided, however, that if the Participant is an executive officer of the Company, the Participant’s outstanding Stock Options which, as of the date of termination are not yet exercisable, shall become exercisable effective as of the date of such termination and, with all outstanding Stock Options already exercisable on the date of termination, shall remain exercisable for the lesser of one year following the date of termination and the original full term of the Stock Option.

c)	Death. If a Participant dies while employed by the Company, any Stock Option previously granted under this Plan may be exercised by the person designated in such Participant’s last will and testament or, in the absence of such designation, by the Participant’s estate, to the full extent that such Stock Option could have been exercised by such Participant immediately prior to death. Any outstanding Stock Options granted on or after June 1, 2002, which, as of the date of death, are not yet exercisable, shall fully vest and become exercisable upon a Participant’s death. Any outstanding Stock Option granted prior to June 1, 2002 shall vest and become exercisable in a pro-rata amount, based on the full months of employment completed during the full vesting period of the Stock Option from the date of grant to the date of death.
	With respect to Stock Options which require the deposit of owned Common Stock as a condition to obtaining exercise rights, in the event a Participant dies while employed by the Company, such Stock Options may be exercised as provided in the first paragraph of this Section 11(c) and any owned Common Stock deposited by the Participant pursuant to such grant shall be promptly returned to the person designated in such Participant’s last will and testament or, in the absence of such designation, to the Participant’s estate, and all requirements regarding deposit by the Participant shall be terminated.
d)	Retirement. The Committee shall determine, at the time of grant, the treatment of the Stock Option upon the retirement of the Participant. Unless other terms are specified in the original Stock Option grant, if the termination of employment is due to a Participant’s retirement on or after age 55, the Participant may exercise a Stock Option, subject to the original terms and conditions of the Stock Option.
e)	Spin-offs. If the termination of employment is due to the cessation, transfer, or spin-off of a complete line of business of the Company, the Committee, in its sole discretion, shall determine the treatment of all outstanding Stock Options under the Plan.

12. ADMINISTRATION OF THE PLAN

a)	Administration. The authority to control and manage the operations and administration of the Plan shall be vested in Committee in accordance with this Section 12.
b)	Selection of Committee. The Committee shall be selected by the Board, and shall consist of two or more members of the Board.
c)	Powers of Committee. The authority to manage and control the operations and administration of the Plan shall be vested in the Committee, subject to the following:

(i)	Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the eligible Company employees those persons who shall receive Stock Options, to determine the time or times of receipt, to determine the types of grants (including status as Non-Qualified or Incentive Stock Options) and the number of shares covered by the grants, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such grants, and (subject to the restrictions imposed by Section 13) to cancel or suspend grants. In making such determinations, the Committee may take into account the nature of services rendered by the individual, the individual’s present and potential contribution to the Company’s success and such other factors as the Committee deems relevant.
(ii)	The Committee will have the authority and discretion to establish terms and conditions of awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.
(iii)	The Committee will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any agreements made pursuant to the Plan, and to make all other determinations that may be necessary or advisable for the administration of the Plan.
(iv)	Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding.

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

13.	AMENDMENTS OF THE PLAN
	The Committee may from time to time prescribe, amend and rescind rules and regulations relating to the Plan. Subject to the approval of the Board of Directors, where required, the Committee may at any time terminate, amend,

or suspend the operation of the Plan, provided that no action shall be taken by the Board of Directors or the Committee without the approval of the stockholders of the Company which would:

(i)	materially increase the number of shares which may be issued under the Plan;
(ii)	permit granting of Stock Options at less than Fair Market Value;
(iii)	except as provided in Section 6, permit the repricing of outstanding Stock Options; and
(iv)	amend the maximum shares set forth in Section 6(b) which may be annually granted as Stock Options to any single Participant.

	No termination, modification, suspension, or amendment of the Plan shall alter or impair the rights of any Participant pursuant to an outstanding Stock Option without the consent of the Participant. There is no obligation for uniformity of treatment of Participants under the Plan.
14.	FOREIGN JURISDICTIONS
	The Committee may adopt, amend, and terminate such arrangements, not inconsistent with the intent of the Plan, as it may deem necessary or desirable to make available tax or other benefits of the laws of any foreign jurisdiction, to employees of the Company who are subject to such laws and who receive Stock Options under the Plan.
15.	NOTICE
	All notices to the Company regarding the Plan shall be in writing, effective as of actual receipt by the Company, and shall be sent to:

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

EX-10.4

Exhibit 10.4

GENERAL MILLS, INC.
2001 COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

This amends the General Mills, Inc. 2001 Compensation Plan for Non-Employee Directors for Internal Revenue Code §409A. This amendment is part of the Plan as amended from time to time, and is effective as of January 1, 2005.

409A Appendix

Notwithstanding any other provision of the Plan to the contrary, the following terms and provisions apply to the Plan, its operations and Participants, effective as of January 1, 2005 with respect to amounts subject to Code §409A. Capitalized terms have the meaning given to them either in the main body of the Plan document or as defined in this Appendix. Provisions of the Plan not otherwise dealt with in this Appendix continue to apply and be in effect, to the extent not inconsistent with Code §409A.

Paragraph 1. Purpose. The purpose and intent of this 409A Appendix is to amend the terms of the Plan to comply with §409A of the Internal Revenue Code and the rules and regulations issued pursuant thereto with respect to amounts subject to §409A. To the extent that such requirements are applicable, this Plan is intended to comply with the requirements of §409A and shall be interpreted and administered in accordance with that intent. If any provision of the Plan or this Appendix would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified deferred compensation under §409A, each payment under this Plan shall be treated as a separate payment of compensation for purposes of applying the §409A deferral election rules and the exclusion from §409A for certain “short-term deferral” amounts. Certain awards made under this Plan which were earned and vested (within the meaning of §409A) before January 1, 2005 are intended to be grandfathered from §409A and remain governed by federal tax law applicable to deferred compensation as it existed in effect prior to §409A. Accordingly, changes to the Plan after October 3, 2004 shall not modify the rights of Participants with respect to deferred amounts that were earned and vested on or before December 31, 2004. It is further intended that no “material modification” be made to the Plan, as that term is used in Treasury Regulations governing §409A, whether by this amendment or otherwise.

Paragraph 2. Retainers. Participants may elect the method in which retainers are paid (lump sum vs. installments), whether such retainers are paid in the form of cash or shares of Common Stock, and the timing of such payment (i.e., immediate upon vesting or deferred) by filing an irrevocable Election Form with the Company before the calendar year in which a Plan Year begins. Such election shall be made in conformance with Paragraph 5, below and will apply to amounts earned during a Plan Year. Retainers become vested, and are paid at the end of each of the Company’s

fiscal quarters. In the absence of an affirmative election to the contrary, retainers (or the portion not subject to such election) shall be paid 10 business days following the last day of each fiscal quarter. Notwithstanding the foregoing, in the first year in which a non-employee director becomes eligible to participate in the Plan, an election may be made with respect to compensation for services to be performed subsequent to the election, to the extent permitted under §409A. Such an election must be made on an Election Form within 30 days after the date the non-employee director first becomes eligible to participate in the Plan.

For each Participant who affirmatively elects to defer receipt of his or her retainers, the Company shall establish a separate account (a “Deferred Retainer Account”) and credit such deferred compensation into that Account as of the date the amounts would otherwise be paid. A separate Deferred Retainer Account shall be established for each Plan Year a Participant makes such a deferral election.

Each Participant may affirmatively elect to receive all or a specified percentage of his or her retainers for a Plan Year in shares of Common Stock, which, if elected, will be issued 10 business days following the last day for each quarterly period during the Plan Year, or the distribution date chosen on the Election Form, as applicable. Only whole numbers of shares will be issued, with any fractional share amounts paid in cash. For purposes of computing the number of shares earned each quarter during the Plan Year, the value of each share shall be equal to the Fair Market Value on the third Business Day preceding the last day of each quarterly period during the Plan Year. For the purposes of this Plan, “Business Day” shall mean a day on which the New York Stock Exchange is open for trading.

Paragraph 3. No Further Option Gain Deferrals. Stock option gains may not be deferred after December 31, 2004. Accounts credited with such gains prior to January 1, 2005 are “grandfathered” and subject to the same rules and terms in effect under the Plan at that time.

Paragraph 4. Stock Units. Each Participant receiving an award of Stock Units may elect the time and form (whether or not to defer receipt, and lump sum vs. installments) of distribution of Common Stock attributable to such Stock Units, pursuant to the terms of Paragraph 5. A separate Stock Unit Account shall be established for each Plan Year a Participant makes such a deferral election. If no affirmative election is made, all Stock Units shall be paid in shares of Common Stock 10 days following vesting.

The Participant may also elect to have dividend equivalents payable on Stock Units paid currently in cash or reinvested in Stock Units. If the amounts are reinvested, on each dividend payment date for the Common Stock, the Company will credit each Stock Unit Account with an amount equal to the dividends that would have been paid had the Stock Units been actual shares of Common Stock, which shall be used to “purchase” additional Stock Units at a price equal to the Fair Market Value on the dividend date. Such additional Stock Units shall be distributed at the same time and in the same form

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as the rest of the Stock Unit Account balance. If the Participant fails to make an election, the dividend equivalent amounts shall be paid in cash currently.

In order to make an election under this Paragraph 4 with respect to Stock Units awarded for a Plan Year, a Participant shall file an irrevocable Election Form with the Company before the calendar year in which the Plan Year begins. Notwithstanding the foregoing, in the first year in which a non-employee director becomes eligible to participate in the Plan, an election may be made with respect to compensation for services to be performed subsequent to the election, to the extent permitted under §409A. Such an election must be made on an Election Form within 30 days after the date the non-employee director first becomes eligible to participate in the Plan.

Paragraph 5. Distributions. Section 9 of the main Plan document is nullified and inoperative, as of January 1, 2005 with respect to amounts subject to §409A. The following distribution provisions shall apply to Deferred Retainer Accounts and Stock Unit Accounts:

     (a) Timing. Distributions from Deferred Retainer Accounts shall normally commence at Separation from Service, however, a Participant may affirmatively elect a specified date for commencement, provided said date is not later than the Participant’s 70^th birthday. The same rule applies to Stock Units which have been deferred beyond their vesting period. An election as to the timing of payment commencement shall be made in accordance with Paragraphs 2 and 4.

     Notwithstanding the above or any other provision of this Plan, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid on the first day of the seventh month following the Participant’s Separation from Service (or, if earlier, the first day of the month after the Participant’s death).

     (b) Form of Distribution. Distributions shall normally be made in a lump sum. However, a Participant may affirmatively elect to receive substantially equal annual installments over a period of up to 10 years. Such elections shall be made in accordance with Paragraphs 2 and 4.

     (c) Manner of Distribution. Amounts credited to Deferred Retainer Accounts shall be paid in cash or in Common Stock, as elected by a Participant on an Election Form. Amounts credited to Stock Unit Accounts shall be paid in Common Stock based on the number of Stock Units credited to the Stock Unit Account and paid in cash equal to any dividend equivalent amounts which had not been used to “purchase” additional Stock Units.

     (d) Distribution Upon Death. Notwithstanding any elections by a Participant or provisions of the Plan to the contrary, if a Participant dies before full distribution of a

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Deferred Retainer Account or Stock Unit Account, such accounts shall be distributed to the Participant’s estate in a lump sum 60 days following the date of death.

     (e) Permitted Payment Delay To Avoid Violations of Law. Notwithstanding any provision of this Plan to the contrary, any distribution to a Participant under the Plan shall be delayed upon the Committee’s reasonable anticipation that the making of the payment would violate Federal securities laws or other applicable law; provided, that any payment delayed pursuant to this Paragraph 5(e) shall ultimately be paid in accordance with §409A.

     (f) Payment Acceleration. Generally, payments may not be accelerated. However, if amounts deferred under the Plan must be included in a Participant’s income under §409A prior to the scheduled distribution of such amounts, distribution of such amount shall be made immediately to the Participant.

Paragraph 6. Change of Control. Notwithstanding any elections by a Participant or provisions of the Plan to the contrary (e.g., Section 10 of the main Plan document), upon the occurrence of a Change of Control, all Options and Stock Units shall fully and immediately vest, and shall be exercisable or paid pursuant to the terms of the Plan that are otherwise applicable. If the Change of Control is also a “change in control” as defined under Code §409A(a)(2)(A)(v) and official guidance thereunder, all Stock Unit Accounts shall be distributed in a single payment 30 days following such Change of Control.

Paragraph 7. Plan Termination. Upon termination of the Plan, distribution of Deferred Retainer Accounts and Stock Unit Accounts shall be made as described in Paragraph 5, unless the Committee determines in its sole discretion that all such amounts shall be distributed upon plan termination in accordance with the requirements under Code §409A. Upon termination of the Plan, no further deferrals of retainers, Stock Units or dividend equivalent amounts shall be permitted; however, earnings, gains and losses shall continue to be credited to the Deferred Retainer Account balances until the Deferred Retainer Account balances are fully distributed.

Paragraph 8. Definitions. As used in this Appendix the following terms have the meanings set forth below:

     “Election Form” means a written form provided by the Committee pursuant to which a Participant may elect the form and timing of distributions with respect to his or her retainer, Stock Units and dividend equivalents under the Plan.

     “Fair Market Value” means the average of the intraday high and low price of the national market composite price of the Common Stock on the applicable date. Notwithstanding this definition, effective January 1, 2007, “Fair Market Value” means the closing price on the New York Stock Exchange of the Common Stock on the applicable date.

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     “Key Employee” means a Participant treated as a “specified employee” as of his Separation from Service under Code §409A(a)(2)(B)(i), i.e., a key employee (as defined in Code §416(i) without regard to paragraph (5) thereof) of the Company or its affiliates if the Company’s or its affiliate’s stock is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code §409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 following the identification date.

     “Plan Years” means the one-year Board terms, beginning the day of each annual stockholders’ meeting and ending the day before the succeeding annual stockholders’ meeting.

     “Separation from Service” or “Separate from Service” means a “separation from service” within the meaning of Code §409A.

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EX-10.5

Exhibit 10.5

GENERAL MILLS, INC.

2003 STOCK COMPENSATION PLAN

1.	PURPOSE OF THE PLAN
	The purpose of the General Mills, Inc. 2003 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.
2.	EFFECTIVE DATE AND DURATION OF PLAN
	This Plan shall become effective as of October 1, 2003, subject to the approval of the stockholders of the Company at the Annual Meeting on September 22, 2003. Awards may be made under the Plan until December 31, 2005.
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 or Recognition Awards (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 power 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 of the Company ($.10 par value) (“Common Stock”). The grant of a Stock Option entitles the Participant to purchase a fixed number of shares of Common Stock at an “Exercise Price” established by the Committee.
(b)	Stock Option Exercise Price. The Exercise Price for each share of Common Stock issuable under a Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant, and may exceed the Fair Market Value on the grant date, at the Committee’s discretion. “Fair Market Value” shall equal the closing price of the Common Stock on the New York Stock Exchange on the date of grant.
(c)	Restricted Stock Awards. The Committee may also grant Participants shares of Common Stock or the right to receive shares of Common Stock subject to certain restrictions (“Restricted Stock” or “Restricted Stock Units”).
(d)	Recognition Awards. The Committee hereby authorizes the Corporate Secretary to approve and distribute Common Stock to Participants as a bonus or reward, subject to Section 13(d) and Committee ratification of such Awards in accordance

	with Section 20. No Participant may receive as Recognition Award(s) more than 20 shares in the aggregate, in any calendar year.
(e)	Awards. Stock Options, Restricted Stock, Restricted Stock Units and Recognition Awards, as defined above, are sometimes referred to as “Awards”.
	To the extent that such requirements are applicable, this Plan is intended to comply with the requirements of section 409A of the Internal Revenue Code of 1986 and shall be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified deferred compensation under section 409A, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the section 409A deferral election rules and the exclusion from section 409A for certain short-term deferral amounts. Certain Awards made under this Plan which were earned and vested (within the meaning of section 409A) before January 1, 2005 are intended to be grandfathered from section 409A and remain governed by federal tax law applicable to deferred compensation as it existed in effect prior to Section 409A. Accordingly, changes to the Plan after October 3, 2004 shall not modify the rights of Participants with respect to deferred amounts that were earned and vested on or before December 31, 2004. It is further intended that no “material modification” be made to the Plan, as that term is used in Treasury Regulations governing section 409A, whether by this amendment and restatement or otherwise.

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 issuance to Participants under the Plan shall be 15,000,000.
	In addition, any Common Stock covered by a Stock Option granted under the Plan, which is forfeited, cancelled or expires in whole or in part shall be deemed not to be delivered for purposes of determining the maximum number of shares of Common Stock available for grants under the Plan.
	If any Stock Option is exercised by tendering Common Stock, either actually or by attestation, to the Company as full or partial payment in connection with the exercise of the Stock Option under the Plan, or if the tax withholding requirements are satisfied through such tender, only the number of shares of Common Stock issued net of the Common Stock tendered shall be deemed delivered for purposes of determining the maximum number of shares available for grants under the Plan. 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 or available for Restricted Stock, Restricted Stock Unit or Recognition Awards granted under the Plan to any single Participant over the duration of the Plan shall not exceed 10 percent of the total number of shares available under the Plan.
(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

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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; and, if applicable, (iv) the exercise price of outstanding Options; provided that the number of shares of Common Stock subject to any Option 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, 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 transactions. Notwithstanding anything in this paragraph to the contrary, an adjustment to an Option under this paragraph shall be made in a manner that will not result in a new grant of an Option under Code Section 409A.

(d)

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

(i)	The total number of shares of Common Stock that shall be available for Restricted Stock, Restricted Stock Unit and Recognition Awards under the Plan shall be limited to 25% of the total shares authorized for Awards hereunder.
(ii)	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.
(iii)	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 grants, if such deposit is not made or maintained during the required holding period. Such shares of deposited Common Stock may not be otherwise sold or disposed of during the applicable holding period or restricted period. The Committee may also determine whether any shares issued upon exercise of a Stock Option shall be restricted in any manner.

6. STOCK OPTION TERM 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 granted under the Plan shall be determined by the Committee, provided that the term of a Stock Option shall not exceed 10 years and one month.

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(b)	No Reload Rights. Stock Options granted under this Plan shall not contain any provision entitling the optionee to the automatic grant of additional options in connection with any exercise of the original option.
(c)	No Repricing. Subject to Section 5(c), outstanding Stock Options granted under this Plan shall under no circumstances be repriced.

7. GRANT, EXERCISE AND VESTING OF STOCK OPTIONS

(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 grant, 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 may be exercised only in accordance with the terms and conditions of the Stock Option grant and during the periods as may be established by the Committee. A Participant exercising a Stock Option shall give notice to the Company of such exercise and of the number of shares elected to be purchased prior to 4:30 P.M. CST/CDT on the day of exercise, which must be a business day at the executive offices of the Company.
(c)	Vesting. Stock Options shall not be exercisable unless vested. Subject to Sections 11 and 12 Stock Options shall be fully vested only after four years of the Participant’s continued employment with the Company following the date of the Stock Option grant.
(d)	Payment. The Exercise Price shall be paid to the Company at the time of such exercise, subject to any applicable rule or regulation adopted by the Committee:

(i)	in cash (including check, draft, money order or wire transfer made payable to the order of the Company);
(ii)	through the tender of shares of Common Stock owned by the Participant (by either actual delivery or attestation); or
(iii)	by a combination of (i) and (ii) above.

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.

(e)

Deferrals. Prior to January 1, 2005, the Committee may permit or require Participants to defer receipt of any Common Stock issuable upon exercise of a Stock Option, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest, or dividend equivalents, including converting such credits into deferred Common Stock equivalents. Stock Option gains may not be deferred after December 31, 2004.

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

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(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)	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; and
(v)	Determine any restrictions other than those set forth in this Section 8.

(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 Internal Revenue 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.
(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 may base this determination of grant size on performance-based criteria and in no case shall this have the effect of increasing an Award payable to any other Participant. 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.

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(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 8, 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 receives Restricted Stock Units shall be eligible to receive, at the expiration of the applicable restricted period, 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. 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; provided, however, that quarterly 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 permit Participants to defer receipt of any Common Stock 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 shall be transferable by a Participant otherwise than (i) by the Participant’s last will and testament or (ii) by the applicable laws of descent and distribution, and such Stock Options shall be exercised during the Participant’s lifetime only by the Participant or his or her guardian or legal representative. 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.
10.	TAXES
	Whenever the Company issues Common Stock under the Plan, the Company may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state or local tax withholding requirements prior to the delivery of such Common Stock, or, in the discretion of the Committee, upon the election of the Participant, the Company may withhold from the shares to be delivered shares sufficient to satisfy all or a portion of such tax withholding requirements.
11.	CHANGE OF CONTROL
	Each outstanding Stock Option shall become immediately and fully exercisable for a period of one (1) year following the date of the following occurrences, each constituting a “Change of Control”:

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(a)	The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Voting Securities; or
(b)	Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least of a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(c)	The approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Voting Securities, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding

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voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d)

Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

	After such one (1) year period the normal Stock Option exercise provisions of the Plan shall govern. Notwithstanding any other provision of the Plan, but subject to Section 6, in the event a Participant’s employment with the Company is terminated within two (2) years of any of the events specified in (a), (b), (c) or (d), all outstanding Stock Options of such Participant at that date of termination shall be exercisable for a period of six (6) months beginning on the date of termination.
	With respect to Stock Option grants outstanding as of the date of any such Change of Control which require the deposit of owned Common Stock as a condition to obtaining rights, the deposit requirement shall be terminated as of the date of the Change of Control.
	In the event of a Change of Control, a Participant shall fully vest in all shares of Restricted Stock and Restricted Stock Units, effective as of the date of such Change of Control. 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. 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 on the date the original restriction period would have closed, or the date elected pursuant to the proper deferral election, as applicable.
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 Participant’s Stock Options shall terminate three months after such termination (but in no event beyond the original full term of the Stock Options) and no Stock Options shall become exercisable after such termination, and all shares of Restricted Stock and Restricted Stock Units which are subject to restriction and not vested on the date of termination shall be forfeited.

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

(i)	In the event that, at the time of such termination, the sum of the Participant’s age and service with the Company equals or exceeds 70, the Participant’s outstanding Stock Options shall continue to become exercisable according to the schedule established at the time of grant unless otherwise provided in the applicable Award agreement, and all shares of Restricted Stock and Restricted Stock Units shall fully vest and be paid (or deferred, as appropriate) immediately. Stock Options shall remain exercisable for the remaining full term of such Stock Options.
(ii)	In the event that, at the time of such termination, the sum of the Participant’s age and service with the Company is less than 70, Participant’s outstanding unexercisable Stock Options and unvested Restricted Stock and Restricted Stock Units shall become exercisable or vest, as the case may be, and be paid (or deferred, as appropriate) immediately as of the date of termination, in a pro-rata amount based on the full months of employment completed during the full vesting period from the date of grant to the date of termination with such newly-vested Stock Options and Stock Options exercisable on the date of termination remaining exercisable for the lesser of one year from the date of termination and the original full term of the Stock Option. All other Stock Options, 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, the Participant’s outstanding Stock Options which, as of the date of termination are not yet exercisable, shall become exercisable effective as of the date of such termination and, with all outstanding Stock Options already exercisable on the date of termination, shall remain exercisable for the lesser of one year following the date of termination and the original full term of the Stock Option, and all shares of Restricted Stock and Restricted Stock Units shall fully vest as of the date of termination and be paid (or deferred, as appropriate) 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 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.
	With respect to Stock Options which require the deposit of owned Common Stock as a condition to obtaining exercise rights, in the event a Participant dies while employed by the Company, such Stock Options may be exercised as provided in

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	the first paragraph of this Section 12(c) and any deposit requirement shall be terminated.
	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.
(d)	Retirement. The Committee shall determine, at the time of grant, the treatment of the Stock Options, Restricted Stock and Restricted Stock Units upon the retirement of the Participant. Unless other terms are specified in the original Grant, if the termination of employment is due to a Participant’s retirement on or after age 55, the Participant may exercise a Stock Option, subject to the original terms and conditions of the Stock Option, and shall fully vest in and be paid or have deferred, all shares of Restricted Stock or Restricted Stock Units effective as of the date of retirement (unless any such Award specifically provides otherwise). 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”.
(e)	Spin-offs. If the termination of employment is due to the cessation, transfer, or spin-off of a complete line of business of the Company, the Committee, in its sole discretion, shall determine the treatment of all outstanding Awards under the Plan. Such treatment will be consistent with Code section 409A, and in particular will take into account whether a separation from service has occurred within the meaning of section 409A.

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 13.
(b)	Selection of Committee. The Committee shall be selected by the Board, and shall consist of two or more members of the Board.
(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

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	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 2003 Plan;
(b)	permit granting of Stock Options at less than Fair Market Value;
(c)	except as provided in Section 5(c), permit the repricing of outstanding Stock Options; 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 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 the Plan, as it may deem necessary or desirable to make available

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	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, 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, contacts, 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 Plan 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:

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

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20.

RECOGNITION AWARDS

The Committee hereby authorizes the distribution of up to 10,000 shares of Common Stock as Recognition Awards in any calendar year during the duration of the Plan. A Company officer may identify employees of the Company who have made special contributions to the business and/or performance of the Company and request that the Corporate Secretary deliver Recognition Awards to such Participants in recognition of such contributions. Each year, the Committee shall review the grants of Recognition Awards made in the prior year. Recognition Award shares may be fully vested upon grant or subject to such vesting conditions as the Committee may authorize.

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EX-10.6

Exhibit 10.6

GENERAL MILLS, INC.

2005 STOCK COMPENSATION PLAN

1.	PURPOSE OF THE PLAN
	The purpose of the General Mills, Inc. 2005 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.
2.	EFFECTIVE DATE AND DURATION OF PLAN
	This Plan shall become effective as of September 26, 2005, subject to the approval of the stockholders of the Company at the Annual Meeting on September 26, 2005. Awards may be made under the Plan until December 31, 2007.
3.	ELIGIBLE PERSONS
	Only persons who are employees of the Company shall be eligible to receive grants of Stock Options, Restricted Stock or Restricted Stock Units (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 power 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 of the Company ($.10 par value) (“Common Stock”). The grant of a Stock Option entitles the Participant to purchase a fixed number of shares of Common Stock at an “Exercise Price” established by the Committee.
(b)	Stock Option Exercise Price. The Exercise Price for each share of Common Stock issuable under a Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant, and may exceed the Fair Market Value on the grant date, at the Committee’s discretion. “Fair Market Value” shall equal the closing price of the Common Stock on the New York Stock Exchange on the applicable date.
(c)	Restricted Stock Awards. The Committee may also grant Participants shares of Common Stock or the right to receive shares of Common Stock subject to certain restrictions (“Restricted Stock” or “Restricted Stock Units”) (Stock Options, Restricted Stock and Restricted Stock Units are sometimes referred to as “Awards”).

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 issuance to Participants under the Plan shall be 15,000,000. The Company will repurchase a number of shares of Common Stock 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 granted under the Plan which is forfeited prior to the end of the vesting period shall be deemed not to be delivered for purposes of determining the maximum number of shares of Common Stock available for grants under the Plan. If (i) any Stock Option 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 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 that is exercised shall count against the maximum number of shares available for grants under the Plan.

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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 or available for Restricted Stock or Restricted Stock Unit Awards granted under the Plan to any single Participant over the duration of the Plan shall not exceed 10% of the original number of shares available under the Plan.
(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; and, if applicable, (iv) the exercise price of outstanding Options; provided that the number of shares of Common Stock subject to any Option 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, 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 transactions. Notwithstanding anything in this paragraph to the contrary, an adjustment to an Option under this paragraph shall be made in a manner that will not result in a new grant of an Option under Code Section 409A.
(d)	Limits on Distribution. Distribution of shares of Common Stock or other amounts under the Plan shall be subject to the following:

(i)	The total number of shares of Common Stock that shall be available for Restricted Stock and Restricted Stock Unit Awards under the Plan shall be limited to 25% of the total shares authorized for Awards hereunder.
(ii)	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.
(iii)	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 grants, if such deposit is not made or maintained during the required holding period. Such shares of deposited Common Stock may not be otherwise sold or disposed of during the applicable holding period or restricted period. The Committee may also determine whether any shares issued upon exercise of a Stock Option shall be restricted in any manner.

6. STOCK OPTION TERM 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 granted under the Plan shall be determined by the Committee, provided that the term of a Stock Option shall not exceed 10 years and one month.
(b)	No Reload Rights. Stock Options granted under this Plan shall not contain any provision entitling the optionee to the automatic grant of additional options in connection with any exercise of the original option.
(c)	No Repricing. Subject to Section 5(c), outstanding Stock Options granted under this Plan shall under no circumstances be repriced.

7. GRANT, EXERCISE AND VESTING OF STOCK OPTIONS

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(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 grant, 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 may be exercised only in accordance with the terms and conditions of the Stock Option grant and during the periods as may be established by the Committee. A Participant exercising a Stock Option shall give notice to the Company of such exercise and of the number of shares elected to be purchased prior to 4:30 P.M. CST/CDT on the day of exercise, which must be a business day at the executive offices of the Company.
(c)	Vesting. Stock Options shall not be exercisable unless vested. Subject to Sections 11 and 12 Stock Options shall be fully vested only after four years of the Participant’s continued employment with the Company following the date of the Stock Option grant.
(d)	Payment. The Exercise Price shall be paid to the Company at the time of such exercise, subject to any applicable rule or regulation adopted by the Committee:

(i)	in cash (including check, draft, money order or wire transfer made payable to the order of the Company);
(ii)	through the tender of shares of Common Stock owned by the Participant (by either actual delivery or attestation); or
(iii)	by a combination of (i) and (ii) above.

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)	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; and
(v)	Determine any restrictions other than those set forth in this Section 8.

(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 Internal Revenue 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.
(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

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Committee shall determine in its discretion to be appropriate. The Committee may base this determination of grant size on performance-based criteria and in no case shall this have the effect of increasing an Award payable to another Participant. 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% 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 8, 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 receives Restricted Stock Units shall be eligible to receive, at the expiration of the applicable restricted period, 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. 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; provided, however, that quarterly 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 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 Internal Revenue Code §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 shall be transferable by a Participant otherwise than (i) by the Participant’s last will and testament or (ii) by the applicable laws of descent and distribution, and such Stock Options shall be exercised during the Participant’s lifetime only by the Participant or his or her guardian or legal representative. 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.
10.	TAXES
	Whenever the Company issues Common Stock under the Plan, the Company may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state or local tax withholding requirements prior to the delivery of such Common Stock, or 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.
11.	CHANGE OF CONTROL
	Each outstanding Stock Option shall become immediately and fully exercisable for a period of one (1) year following the date of the following occurrences, each constituting a “Change of Control”:

(a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20%

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or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Voting Securities; or

(b)	Individuals who, as of the date hereof, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual was a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(c)	The approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by stockholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Voting Securities, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(d)	Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

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

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

In the event of a Change of Control, a Participant shall fully vest in all shares of Restricted Stock and Restricted Stock Units, effective as of the date of such Change of Control. 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. If the Change of Control does

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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 on the date the original restriction period would have closed, or the date elected pursuant to the proper deferral election, as applicable.

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 Participant’s Stock Options shall terminate three months after such termination (but in no event beyond the original full term of the Stock Options) and no Stock Options shall become exercisable after such termination, and all shares of Restricted Stock and Restricted Stock Units which are subject to restriction and not vested on the date of termination shall be forfeited.

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

(i)

In the event that, at the time of such termination, the sum of the Participant’s age and service with the Company equals or exceeds 70, the Participant’s outstanding Stock Options shall continue to become exercisable according to the schedule established at the time of grant unless otherwise provided in the applicable Award agreement, and all shares of Restricted Stock and Restricted Stock Units shall fully vest and be paid (or deferred, as appropriate) immediately. Stock Options shall remain exercisable for the remaining full term of such Stock Options.

(ii)

In the event that, at the time of such termination, the sum of Participant’s age and service with the Company is less than 70, Participant’s outstanding unexercisable Stock Options and unvested Restricted Stock and Restricted Stock Units shall become exercisable or vest, as the case may be, and be paid (or deferred, as appropriate) immediately as of the date of termination, in a pro-rata amount based on the full months of employment completed during the full vesting period from the date of grant to the date of termination with such newly-vested Stock Options and Stock Options exercisable on the date of termination remaining exercisable for the lesser of one year from the date of termination and the original full term of the Stock Option. All other Stock Options, 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, the Participant’s outstanding Stock Options which, as of the date of termination are not yet exercisable, shall become exercisable effective as of the date of such termination and, with all outstanding Stock Options already exercisable on the date of termination, shall remain exercisable for the lesser of one year following the date of termination and the original full term of the Stock Option, and all shares of Restricted Stock and Restricted Stock Units shall fully vest as of the date of termination and be paid (or deferred, as appropriate) 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 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.
	With respect to Stock Options which require the deposit of owned Common Stock as a condition to obtaining exercise rights, in the event a Participant dies while employed by the Company, such Stock

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Options may be exercised as provided in the first paragraph of this Section 12(c) and any deposit requirement shall be terminated.

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.

(d)	Retirement. The Committee shall determine, at the time of grant, the treatment of the Stock Options, Restricted Stock and Restricted Stock Units upon the retirement of the Participant. Unless other terms are specified in the original Grant, if the termination of employment is due to a Participant’s retirement on or after age 55, the Participant may exercise a Stock Option, subject to the original terms and conditions of the Stock Option and shall fully vest in and be paid or have deferred all shares of Restricted Stock or Restricted Stock Units effective as of the date of retirement (unless any such Award specifically provides otherwise). 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.”
(e)	Spin-offs. If the termination of employment is due to the cessation, transfer, or spin-off of a complete line of business of the Company, the Committee, in its sole discretion, shall determine the treatment of all outstanding Awards under the Plan. Such treatment shall be consistent with Code section 409A, and in particular will take into account whether a separation from service has occurred within the meaning of section 409A.

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 13.
(b)	Selection of Committee. The Committee shall be selected by the Board, and shall consist of two or more members of the Board.
(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.
(v)	The Plan shall at all times be managed and operated in accordance with applicable laws.

(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

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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.

(e) Code section 409A. To the extent that such requirements are applicable, this Plan is intended to comply with the requirements of section 409A of the Internal Revenue Code of 1986 and shall be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified deferred compensation under section 409A, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the section 409A deferral election rules and the exclusion from section 409A for certain short-term deferral amounts.

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 at less than Fair Market Value;
(c)	except as provided in Section 5(c), permit the repricing of outstanding Stock Options; 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 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 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, 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 shall be subject to the debts, contacts, 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

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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

Up to 10,000 shares of Common Stock may be awarded as Recognition Awards in any calendar year during the duration of the Plan. A Company officer may identify employees of the Company who have made special contributions to the business and/or performance of the Company and request that the Corporate Secretary deliver Recognition Awards to such Participants in recognition of such contributions. Each year, the Committee shall review the grants of Recognition Awards made in the prior year. Recognition Award shares may be fully vested upon grant or subject to such vesting conditions as the Committee may authorize.

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EX-10.7

Exhibit 10.7

GENERAL MILLS, INC.

2006 Compensation Plan for Non-Employee Directors

1. PURPOSE

     The General Mills, Inc. 2006 Compensation Plan for Non-Employee Directors (the “Plan”) is hereby amended and restated, effective September 25, 2006, by General Mills, Inc. The amended and restated Plan incorporates previously adopted amendments since it was first adopted and adds provisions deemed necessary or advisable to comply with Code section 409A and the regulations thereunder. The purpose of the Plan is to provide a compensation program which will attract and retain qualified individuals not employed by General Mills, Inc. and its subsidiaries (the “Company”) to serve on the Board of Directors of the Company (the “Board”) and to further align the interests of non-employee directors with those of the stockholders by providing that a portion of compensation will be linked directly to increases in stockholder value.

2. EFFECTIVE DATE, DURATION OF PLAN

     This Plan shall become effective as of September 25, 2006 subject to the approval of the Plan by the stockholders. The Plan will terminate on September 30, 2011 or such earlier date as determined by the Board or the Compensation Committee of the Board (the “Committee”); provided that no such termination shall affect rights earned or accrued under the Plan prior to the date of termination.

3. DEFINITIONS

     Wherever used in this Plan, the following terms have the meanings set forth below:

     “Board” means the Board of Directors of the Company.

     “Change of Control” has the meaning set forth in Section 11.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Committee” has the meaning set forth in Section 2.

     “Common Stock” means Company common stock ($.10 par value).

     “Company” means General Mills, Inc. and its subsidiaries.

     “Deferred Compensation Account” has the meaning set forth in Section 6(d).

     “Election Form” means a written form provided by the Committee pursuant to which a Participant may elect the form and timing of distributions with respect to his or her retainer, Stock Units and dividend equivalents under the Plan.

     “Fair Market Value” means the average of the intraday high and low price of the national market composite price of the Common Stock on the applicable date. Notwithstanding this definition, effective January 1, 2007, “Fair Market Value” means the closing price on the New York Stock Exchange of the Common Stock on the applicable date.

     “Key Employee” means a Participant treated as a “specified employee” as of his Separation from Service under Code section 409A(a)(2)(B)(i), i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof) of the Company or its affiliates if the Company’s or its affiliate’s stock is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 following the identification date.

     “Option” has the meaning set forth in Section 7(a).

     “Participant” has the meaning set forth in Section 4.

     “Plan” means the General Mills, Inc. 2006 Compensation Plan for Non-Employee Directors as set forth herein and as amended.

     “Plan Year” has the meaning set forth in Section 6(a).

     “Separation from Service” or “Separate from Service” means a “separation from service” within the meaning of Code section 409A.

     “Stock Unit Account” has the meaning set forth in Section 8(a).

     “Stock Units” has the meaning set forth in Section 8(a).

4. PARTICIPATION

     Each member of the Board who is not an employee of the Company at the date compensation is earned or accrued shall be eligible to participate in the Plan unless prohibited from participating by the terms of their employment (a “Participant”).

5. COMMON STOCK SUBJECT TO THE PLAN

     (a) General. The Common Stock to be issued under this Plan is to be made available from the authorized but unissued Common Stock, shares of Common Stock held in the treasury, or Common Stock purchased on the open market or otherwise. Subject to the provisions of the next succeeding paragraphs, the maximum aggregate number of shares authorized to be issued under the Plan shall be 700,000 and the maximum number of shares authorized to be issued under the Plan in a single Plan Year shall be 160,000.

     Upon forfeiture or termination of Stock Units prior to vesting, the shares of Common Stock subject thereto shall again be available for awards under the Plan.

     (b) 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 a Stock Unit Account; and (iv) the exercise price of outstanding Options provided that the number of shares of Common Stock subject to any Option 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, 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 Section to the contrary, an adjustment to an Option under this Section 5(b) shall be made in a manner that will not result in the grant of a new Option under Code Section 409A.

6. RETAINER

     (a) General. Each non-employee director shall be entitled to receive a retainer with respect to each one-year board term, beginning the day of each annual stockholders’ meeting and ending the day before the succeeding annual stockholders’ meeting (the “Plan Year”) in an amount determined from time to time by the Board. Retainers shall be earned and paid at the end of each of the Company’s fiscal quarters.

     (b) Normal Payment Terms. The normal payment terms for retainers are cash in a lump sum. In the absence of an affirmative election to the contrary, the

retainer (or the portion not subject to such elections) shall be paid 10 business days following the last day of each quarterly period described above in (a).

     (c) Deferral Elections. Each Participant may elect an alternative form (lump sum vs. installments) in which a retainer may be delivered and the timing for such delivery, pursuant to the terms of Section 9. Participants shall make such election by filing an irrevocable Election Form with the Committee before the calendar year in which a Plan Year begins. The election shall apply to amounts earned in a quarterly period described in (a) above that begins during the Plan Year. Notwithstanding the foregoing, in the first year in which a non-employee director becomes eligible to participate in the Plan, an election may be made with respect to services to be performed subsequent to the election, to the extent permitted under Code section 409A. Such an election must be made on an Election Form within 30 days after the date the non-employee director becomes eligible to participate in the Plan.

     (d) Deferred Cash Alternative. For each Participant who affirmatively elects to defer receipt of his or her retainers in the form of deferred cash, the Company shall establish a separate account (a “Deferred Compensation Account”) and credit such deferred cash compensation into that Account as of the date the amounts would otherwise be paid. A separate Deferred Compensation Account shall be established for each Plan Year a Participant makes such a deferral election. Earnings, gains and losses shall be credited to each such Deferred Compensation Account based on the rate earned by the fund or funds selected by the Participant from among funds or portfolios established under the General Mills, Inc. 401(k) Savings Plan or any other qualified benefit plan maintained by the Company which the Minor Amendment Committee, or its delegate, in its discretion, may from time to time establish. Distributions from a Deferred Compensation Account shall be made in accordance with Section 9.

     The Company has established a Supplemental Benefits Trust with Wells Fargo Bank Minnesota, N.A. as trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations as to Deferred Compensation Accounts under the Plan and certain other deferred compensation plans of the Company. In the event of a Change of Control, the Company shall be obligated to immediately contribute such amounts to the trust as may be necessary to fully fund all Deferred Compensation Accounts payable under the Plan. Any Participant in the Plan shall have the right to demand and secure specific performance of this provision. All assets held in the trust remain subject only to the claims of the Company’s general creditors whose claims against the Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the trust agreement). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the trust before the assets are paid to the Participant and all rights

created under the trust, as under the Plan, are unsecured contractual claims of the Participant against the Company.

     (e) Common Stock Alternative. Each Participant may affirmatively elect to receive all or a specified percentage of his or her retainers for a Plan Year in shares of Common Stock, which, if elected, will be issued 10 business days following the last day of each quarterly period during the Plan Year described above in (a). Only whole numbers of shares will be issued, with any fractional share amounts paid in cash. For purposes of computing the number of shares earned each quarter during the Plan Year, the value of each share shall be equal to the Fair Market Value on the third Business Day preceding the last day of each quarter described above in (a) during the Plan Year. For the purposes of this Plan, “Business Day” shall mean a day on which the New York Stock Exchange is open for trading.

     (f) Death. Notwithstanding any other provision of the Plan, if a Participant dies during a Plan Year, the balance of the amount due for the full quarter in which death occurs shall be payable in full to the Participant’s estate, in cash, 60 days following the date of death.

7. NON-QUALIFIED STOCK OPTIONS

     (a) Grant of Options. Each non-employee director on the effective date of the Plan (or, if first elected after the effective date of the Plan, on the date the non-employee director first attends a Board meeting) shall be awarded an option (an “Option”) to purchase shares of Common Stock, in an amount determined from time to time by the Board, or its delegate. As of the close of business on each successive annual stockholders’ meeting after the date of the original award, each Participant who is re-elected to the Board shall be granted an additional Option to purchase shares of Common Stock. All Options granted under the Plan shall be non-statutory options not entitled to special tax treatment under Code section 422.

     (b) Option Exercise Price. The per share price to be paid by the Participant at the time an Option is exercised shall be 100% of the Fair Market Value on the date of grant, or on the last date preceding the date of grant on which the Common Stock was traded.

     (c) Term of Option. Each Option shall expire ten (10) years from the date of grant.

     (d) Exercise and Vesting of Option. Each Option will vest on the date of the annual stockholders’ meeting next following the date the Option is granted. Upon vesting, a Participant shall be given the full ten (10) year term to exercise the Option without regard to whether he or she continues to serve on the Board. If, for any reason, a Participant ceases to serve on the Board prior to the date an

Option vests, such Option shall be forfeited and all further rights of the Participant to or with respect to such Option shall terminate. Notwithstanding the foregoing, if a Participant should die during his or her term of service on the Board, any vested Option 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, and any unvested Options shall fully vest and become exercisable upon death for the remainder of the Option’s full term.

     (e) Method of Exercise. A Participant exercising an Option shall give notice to the Company of such exercise and of the number of shares elected to be purchased prior to 4:30 P.M. CST/CDT on the day of exercise, which must be a business day, at the executive offices of the Company. The exercise price shall be paid to the Company at the time of such exercise, subject to any applicable rule or regulation adopted by the Committee:

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

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

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

To determine 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.

     (f) Non-transferability. Except as provided by rule adopted by the Committee, an Option shall be non-assignable and non-transferable by a Participant other than by will or the laws of descent and distribution. A Participant shall forfeit any Option assigned or transferred, voluntarily or involuntarily, other than as permitted under this subsection.

8. STOCK UNITS

     (a) Awards. On the effective date of the Plan (or, if a Participant is first elected after the effective date of the Plan, on the date the Participant first attends a Board meeting) and at the close of business on each successive annual stockholders’ meeting, each Participant shall be awarded the right to receive shares of Common Stock (“Stock Units”), subject to vesting as provided in Section 8(b). Only a Participant who is re-elected to the Board shall be entitled to a grant under this Section 8(a) of Stock Units awarded at the close of business on an annual meeting date after the date of the original grant to Participants. A separate Stock Unit Account will be established for the Participant each time an award of Stock Units is made.

     The maximum aggregate number of shares authorized to be issued under the Plan upon vesting of Stock Unit awards shall be 175,000. Participants receiving Stock Units will have no rights as stockholders of the Company with respect to allocations made to their Stock Unit Account(s), except the right to receive dividend equivalent allocations under Section 8(d).

     Stock Units may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until such time as share certificates for Common Stock are issued to the Participants.

     (b) Vesting of Stock Units. A Participant’s interest in the Stock Units shall vest on the date of the annual stockholders’ meeting next following the date of the award of the Stock Units. If, for any reason, a Participant ceases to serve on the Board prior to the date the Participant’s interest in a grant of Stock Units vests, such Stock Units shall be forfeited and all further rights of the Participant to or with respect to such Stock Units shall terminate. Notwithstanding the foregoing, a Participant who dies while serving on the Board prior to the vesting of Stock Units shall fully vest in such Stock Units, effective as of the date of death.

     (c) Election Concerning Receipt of Common Stock. Each Participant receiving an award of Stock Units under Section 8(a) may elect the time and form (lump sum vs. installments) of distribution of Common Stock attributable to such Stock Units, pursuant to the terms of Section 9. If no affirmative election is made, all Stock Units shall be paid in shares of Common Stock 10 days following vesting.

     (d) Dividend Equivalents. The Participant may also elect to have dividend equivalents payable on Stock Units paid currently in cash or reinvested in Stock Units. If the amounts are reinvested, on each dividend payment date for the Common Stock, the Company will credit each Stock Unit Account with an amount equal to the dividends that would have been paid had the Stock Units been actual shares of Common Stock, which shall be used to “purchase” additional Stock Units at a price equal to the Fair Market Value on the dividend date. Such additional Stock Units shall be distributed at the same time and in the same form as the rest of the Stock Unit Account balance. If the Participant fails to make an election, the dividend equivalent amounts shall be paid in cash currently.

     (e) Timing of Elections. In order to make an election under Sections 8(c) and/or 8(d) with respect to Stock Units awarded for a Plan Year, a Participant shall file an irrevocable Election Form with the Committee before the calendar year in which the Plan Year begins. Notwithstanding the foregoing, in the first year in which a non-employee director becomes eligible to participate in the Plan, a deferral election may be made with respect to services to be performed subsequent to the election, to the extent permitted under Code section 409A.

Such an election must be made on an Election Form within 30 days after the date the non-employee director becomes eligible to participate in the Plan.

9. DISTRIBUTION PROVISIONS FOR DEFERRED CASH AND STOCK UNITS

     The following distribution provisions shall apply to Deferred Compensation Accounts and Stock Unit Accounts:

     (a) Timing. Distributions from Deferred Compensation Accounts shall normally commence at Separation from Service, however, a Participant may affirmatively elect a specified date for commencement, provided said date is not later than age 75. The same rule applies to Stock Units which have been deferred beyond the vesting period described in Section 8(b). Elections as to the timing of benefit commencement shall be made in accordance with Sections 6 and 8, as appropriate.

     Notwithstanding the above or any other provision of this Plan, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). Any payments that would otherwise be made during this period of delay shall be accumulated and paid on the first day of the seventh month following the Participant’s Separation from Service (or, if earlier, the first day of the month after the Participant’s death).

     (b) Form of Distribution. Distributions shall normally be made in a lump sum. However, a Participant may affirmatively elect to receive substantially equal annual installments over a period of up to 10 years. Such elections shall be made in accordance with Sections 6 and 8, as appropriate.

     (c) Manner of Distribution. Amounts credited to Deferred Compensation Accounts shall be paid in cash. Amounts credited to Stock Unit Accounts shall be paid in Common Stock based on the number of Stock Units credited to the Stock Unit Account and paid in cash equal to any dividend equivalent amounts which had not been used to “purchase” additional Stock Units.

     (d) Distribution Upon Death. Notwithstanding any elections by a Participant or provisions of the Plan to the contrary, if a Participant dies before full distribution of a Deferred Compensation Account or Stock Unit Account, such accounts shall be distributed to the Participant’s estate in a lump sum 60 days following the date of death.

     (e) Permitted Payment Delay To Avoid Violations of Law. Notwithstanding any provision of this Plan to the contrary, any distribution to a Participant under the Plan shall be delayed upon the Committee’s reasonable anticipation that the making of the payment would violate Federal securities laws or other applicable

law; provided, that any payment delayed pursuant to this Section 9(e) shall ultimately be paid in accordance with Code section 409A.

     (f) Payment Acceleration. If amounts deferred under the Plan must be included in a Participant’s income under Code section 409A prior to the scheduled distribution of such amounts, distribution of such amount shall be made immediately to the Participant.

10. CHANGE OF CONTROL

     Notwithstanding any elections by a Participant or provisions of the Plan to the contrary, upon the occurrence of a Change of Control, all Options and Stock Units shall fully and immediately vest, and shall be exercisable or paid pursuant to the terms of the Plan that are otherwise applicable. If the Change of Control is also a “change in control” as defined under Code section 409A(a)(2)(A)(v) and official guidance thereunder, all Stock Unit Accounts shall be distributed in a single payment 30 days following such Change of Control.

11. ADMINISTRATION

     The Plan shall be administered by the Committee. The Committee shall have full power to interpret the Plan, formulate additional details and regulations for carrying out the Plan and amend, modify or terminate the Plan as from time to time it deems proper and in the best interests of the Company, provided that after a Change of Control no amendment, modification of or action to terminate the Plan may be made which would affect compensation earned or accrued prior to such amendment, modification or termination without the written consent of a majority of Participants determined as of the day before a Change of Control. Any decision or interpretation adopted by the Committee shall be final and conclusive. A “Change of Control” means:

     (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (1), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (3) below; and provided, further, that if any Person’s beneficial ownership of the

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

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

     (c) Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, 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 (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business combination of the Outstanding Company Voting Securities, (ii) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

     (d) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

12. GOVERNING LAW

     The validity, construction and effect of the Plan and any such actions taken under or relating to the Plan shall be determined in accordance with the laws of the State of Delaware and applicable Federal law.

13. NOTICES

     Unless otherwise notified, all notices under this Plan shall be sent in writing to the Company, attention Corporate Compensation, P.O. Box 1113, Minneapolis, Minnesota 55440. All correspondence to the Participants shall be sent to the address which is their recorded address as listed on the election forms.

14. PLAN TERMINATION

     Upon termination of the Plan, distribution of Deferred Compensation Accounts and Stock Unit Accounts shall be made as described in Section 9, unless the Committee determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A.Upon termination of the Plan, no further deferrals of retainers, Stock Units or dividend equivalent amounts shall be permitted; however, earnings, gains and losses shall continue to be credited to the Deferred Compensation Account balances in accordance with Section 6 until the Deferred Compensation Account balances are fully distributed.

15. COMPLIANCE WITH CODE SECTION 409A

     It is intended that this Plan shall comply with the provisions of Code section 409A and the Treasury regulations relating thereto so as not to subject the Participants to the payment of additional taxes and interest under Code section 409A. In furtherance of this intent, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

EX-10.8

Exhibit 10.8

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 a fixed number of shares of 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. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified deferred compensation under section 409A, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the section 409A deferral election rules and the exclusion from section 409A for certain short-term deferral amounts.

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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 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

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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.

(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

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appropriate. The Committee may base this determination of grant size on performance-based criteria and in no case shall this have the effect of increasing an Award payable to any other Participant. 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.
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

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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, 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

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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.
(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.

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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, 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

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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. Such treatment shall be consistent with Code section 409A, and in particular will take into account whether a separation from service has occurred within the meaning of section 409A.

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 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.

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(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 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;

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(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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EX-10.9

Exhibit 10.9

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. Awards under this Plan are intended to constitute “qualified performance-based compensation” for purposes of Internal Revenue Code section 162(m), and the Plan shall be construed consistently therewith.

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”. To the extent that such requirements are applicable, this Plan is intended to comply with the requirements of section 409A of the Internal Revenue Code first effective as of January 1, 2005 and shall be interpreted and administered in accordance with that intent. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified deferred compensation under section 409A, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the section 409A deferral election rules and the exclusion from section 409A for certain short-term deferral amounts. Certain awards made under this Plan which were

earned and vested (within the meaning of section 409A) before January 1, 2005 are intended to be grandfathered from section 409A and remain governed by federal tax law applicable to deferred compensation as it existed in effect prior to section 409A. Accordingly, changes to the Plan after October 3, 2004 shall not modify the rights of participants with respect to deferred amounts that were earned and vested on or before December 31, 2004.

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; provided, however, that the exercise of such discretion with respect to any Participant shall not have the effect of increasing an Award payable to any other Participant. 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)	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 (“Maximum Amount”).
(d)	Profit Sharing Resolution. All awards under this Plan shall be subject to General Mills’ 1933 Shareholder Resolution on Profit Sharing, as amended.
(e)	Special Rule for Calendar Year Performance. Notwithstanding any other provision in the Plan to the contrary, cash incentive awards where the amount is determined based on calendar year performance shall be paid in a lump sum on the March 15 immediately following the end of such calendar year. Cash incentive awards where the amount is determined based on the Company’s fiscal year performance (June 1 through May 31) shall be paid in a lump sum on the August 15 immediately following the end of such fiscal year. If applicable under the Plan, awards of

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restricted stock or restricted stock units are payable at the times set forth in the Plan document and/or award agreement. The intent of these provisions is to ensure that all such payments are actually made within the short term deferral period described in Treasury Regulations §1.409A-1(b)(4) and that such amounts are not treated as a “deferral of compensation” under Code §409A.

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. Within 60 days 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.
(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. 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; and, if applicable, (iv) the exercise price of outstanding Options; provided that the

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number of shares of Common Stock subject to any Option 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, 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 transactions.

(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 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

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local tax withholding requirements prior to the delivery of such Common Stock, or, in the discretion of the Committee, 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 shall immediately vest in full and Common Stock free of restrictions shall be delivered to Participants, effective as of the date of the Change of Control.
(ii)	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 fully vest and be settled upon such Change of Control.
(iii)	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 fully vest and be settled upon such Change of Control. However, the section 409A Restricted Stock Units, or Restricted Stock Units for which a proper deferral election was made, shall fully vest upon a Change of Control and be settled on the date the original restriction period would have closed, or the date elected pursuant to the proper deferral election, as applicable.
(iv)	The Committee may make such additional adjustments and/or settlements of outstanding Awards for the Performance Period within which the Change of Control occurs as it deems appropriate and consistent with the Plan’s purposes; provided, however, that any such additional adjustments and/or settlements shall be in compliance with section 409A.

(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

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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 consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of General Mills (“Business Combination”); 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 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

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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:

(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 fully vest and shall be paid (or deferred, as appropriate), immediately unless otherwise provided in the Grant Agreement.

(ii)

In the event that, at the time of such termination, the sum of Participant’s age and service with the Company is less than 70, 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 of employment and be paid (or deferred, as appropriate), immediately, 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.

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Any section 409A Restricted Stock Units that vest under this provision 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. 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, and have settled, 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, and have settled, 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 separation from service (within the meaning of Code section 409A) on or after age 55, the Participant shall fully vest in, and be paid, all Restricted Stock or Restricted Stock Units effective as of the date of the separation from service (within the meaning of Code section 409A). Notwithstanding the previous sentence, in the case of a Participant who is a specified employee (within the meaning of Code section 409A) any Restricted Stock Units (not subject to a proper deferral election) shall be paid on the first day of the seventh month following the month of separation of service.
	Restricted Stock Units that could vest upon retirement under this Section 11(d) at any time within the Award’s Restricted Period shall be referred to as a “Section 409A Restricted Stock Unit”.
(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. Such treatment will be consistent with Code section 409A, and in particular will take into account whether a separation from service has occurred within the meaning of section 409A.

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:

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(i)	Subject to the provisions of the Plan, the Committee shall 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 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 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 equals the closing price of the Common Stock on the New York Stock Exchange on the applicable date.

“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(c).

“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.

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EX-10.10

Exhibit 10.10

General Mills Separation Pay and Benefits Program for
Officers

Introduction

          This document sets forth the Separation Pay and Benefits Program for Officers (the “Program”) of General Mills, Inc. (the “Company”). The provisions of the Program reflect a comprehensive review undertaken by the Company of its severance policies and programs, and will govern terminations of employment following the effective date (the “Effective Date”) of the Program’s adoption by the Company’s Board of Directors (the “Board”).

          The provisions of the Program are set forth in two independent component plans. Plan A of the Program (“Plan A”) formalizes the Company’s existing severance practices, and Plan B of the Program (“Plan B”) sets forth certain provisions that will apply in respect of terminations of employment of certain officers following a Change of Control (as defined herein).

          The Program serves as the umbrella document governing severance policies of the Company. However, each of Part A and Part B, as subplans of the Program, constitute independent employee benefit plans and shall be treated for purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as distinct plans.

          The Program supersedes any severance plans, policies and/or practices currently in effect at the Company and its Affiliates with respect to Participants (as defined in Plan A) and Change of Control Participants (as defined in Plan B).

Plan A

ARTICLE I
PURPOSE

          This Plan A is intended to formalize the Company’s separation pay and benefits policy. The purpose of this Plan A is to provide transitional pay and benefits for a limited period of time to certain terminated employees. The Company reserves the right to amend or terminate this Plan A by action of the Committee (as defined below) in accordance with the amendment and termination provisions set forth below.

ARTICLE II
DEFINITIONS

          As used in this Plan A, the following words and phrases shall have the following respective meanings (unless the context clearly indicates otherwise):

     2.1 Administrator. The Company.

     2.2 Affiliate. An Affiliate of the Company shall mean any company controlled by, controlling, or under common control with, the Company.

     2.3 Annual Base Salary. With respect to a Participant, the annual base salary in effect immediately prior to such Participant’s Date of Termination.

     2.4 Average Annual Bonus. The average of the applicable Participant’s annual bonuses paid under the Incentive Plan, for each of the last three full fiscal years (or such lesser number of years for which such Participant was employed by the Company) prior to the year during which occurs the Participant’s Date of Termination.

     2.5 Cause. With respect to any Participant, any definition of “Cause” set forth in an employment, severance, or similar agreement between such Participant and the Company (or an Affiliate thereof), or, if no such definition exists, the occurrence of any of the following:

     (a) the Participant’s conviction of, or plea of nolo contendere with respect to, a felony;

     (b) the improper disclosure by the Participant of proprietary information or trade secrets of the Company and its Affiliates;

     (c) the performance by the Participant of his or her employment duties in an unsatisfactory manner, including, without limitation, willful failure to perform, or negligent performance of, one’s employment duties;

     (d) the falsification by the Participant of any records or documents of the Company and its Affiliates;

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     (e) the dishonesty, willful misconduct, misappropriation, breach of fiduciary duty, fraud, or embezzlement of the Participant with regard to the Company and its Affiliates;

     (f) the violation by the Participant of any employment rules, policies (including the Company’s Code of Conduct) or procedures of the Company and its Affiliates;

     (g) any intentional or gross misconduct of the Participant that injures the business or reputation of the Company and its Affiliates; or

     (h) the violation of any federal or state securities law, rule or regulation governing the business of the Company and its Affiliates or the constitution, by-laws, rules or regulations of any securities or commodities exchange or self-regulatory organization governing the business of the Company and its Affiliates or of which the Company is a member.

     2.6 Change of Control. As defined in Part B of this Program.

     2.7 Code. The Internal Revenue Code of 1986, as amended from time to time.

     2.8 Committee. The Compensation Committee of the Board.

     2.9 Company. As defined in the preamble and in Section 6.2 of this Plan A.

     2.10 Comparable Job. A job offering (i) no reduction in base salary of more than 10%, (ii) no reduction in the annual cash compensation opportunity (i.e., base salary plus target bonus) of more than 10% (iii) no material adverse reduction in duties and responsibilities, and (iv) no requirement of relocation to a job location more than 50 miles from the Participant’s then-current job location.

     2.11 Date of Termination. The applicable Participant’s last day of active employment (or last day of Leave of Absence), as designated by the Company.

     2.12 Incentive Plan. The Company’s Executive Incentive Plan, or any predecessor or successor plan.

     2.13 Interest. Interest on the applicable delayed payment equal to the “prime rate” (as reported in the Wall Street Journal on the Date of Termination) plus 1%, which interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed from and including the Date of Termination through, but excluding, the date of payment.

     2.14 Leave of Absence. Any absence from work authorized by the Company or an Affiliate thereof, whether paid or unpaid, including but not limited to, absences because of bereavement, extended care of a family member, personal emergencies, sick time, disability (short-term or long-term), education, vacation, sabbatical, worker’s compensation, jury duty and active military service. The duration of the applicable Leave of Absence, including the date when the Participant is required to return to his or her active duties, shall be determined in the Company’s sole discretion, subject to applicable legal requirements.

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     2.15 Multiple. With respect to any Participant, such Participant’s “Multiple” shall be the number so designated on Appendix A of this Plan A. A Multiple may be either a whole number or a fractional number.

     2.16 Participant. Any employee of the Company and its Affiliates at the level of Vice President or above and any other employees of the Company and its Affiliates designated as Participants on Appendix A of this Plan A.

     2.17 Section 409A. Section 409A of the Code.

     2.18 Separation Benefits. The amounts and benefits payable or required to be provided in accordance with Section 4.3 of this Plan A.

ARTICLE III
ELIGIBILITY

     3.1 Participation. A Participant shall cease to be a Participant in this Plan A if such Participant ceases to be employed by the Company and its Affiliates under circumstances not entitling such Participant to Separation Benefits or if such Participant ceases to be employed by the Company and its Affiliates at the level of Vice President or above.

     3.2 No Termination of Participation Following Termination Entitling Participant to Benefits Under Plan. Notwithstanding Section 3.1 of this Plan A, a Participant who is entitled, as a result of a cessation of employment while a Participant, to receive benefits under this Plan A, shall remain a Participant in this Plan A (and shall not be subject to a reduction of such Participant’s Multiple) until the amounts and benefits payable under this Plan A have been paid or provided to such Participant in full.

ARTICLE IV
SEPARATION BENEFITS

     4.1 Right to Separation Benefits. A Participant shall be entitled to receive from the Company the Separation Benefits as provided in Section 4.3 of this Plan A if (a) such Participant’s employment with the Company and its Affiliates has been terminated for a reason specified in Section 4.2(a) of this Plan A, (b) such Participant has not refused an offer of employment by the Company and its Affiliates for a Comparable Job, and (c) such Participant executes within 50 days (or such shorter period as is required of such Participant by the Company) following the Date of Termination (and does not revoke), in a form that is satisfactory to the Company, such documents as the Company may require, which shall include a separation agreement that contains an effective general release of all known and unknown claims against the Company in a form consistent with the Company’s past practice, and may include provisions binding the Participant to confidentiality, cooperation with litigation, non-disparagement, non-competition, and/or non-solicitation agreements (in the event that a Participant fails to execute such documents within the required time period or revokes any such document, the Company may recover any payments or benefits paid or provided hereunder to such Participant and shall cease to pay or provide any further payments or benefits hereunder to such Participant).

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     4.2 Termination of Employment.

     (a) Terminations Which Give Rise to Separation Benefits Under This Plan A. Any termination under the following circumstances shall be deemed to be a termination for a reason specified in Section 4.2(a) of this Plan A: any involuntary termination of employment initiated by the Company and its Affiliates (excluding any transfer to the Company or an Affiliate thereof) other than for Cause or Disability (as defined below). A termination of employment will not be deemed to be described by this paragraph if it occurs in connection with a transfer by the Company and its Affiliates of assets or stock, and the applicable Participant receives an offer of a Comparable Job with the transferee of such assets or stock (whether before, at the time of, or immediately after the closing of such transfer). In the case of an involuntary termination of employment initiated by the Company and its Affiliates other than for Cause, the applicable Participant must remain employed (or on approved Leave of Absence) until the date of termination communicated by the Company in order for the termination to qualify as a termination described by this paragraph. A termination of employment will not be deemed to be described by this paragraph if it follows a period of community assignment. The Company and the applicable Participant shall take all steps necessary (including with regard to any post-termination services by such Participant) to ensure that any termination described in this Section 4.2(a) of this Plan A constitutes a “separation from service” within the meaning of Section 409A.

     (b) Terminations Which Do Not Give Rise to Separation Benefits Under This Plan A. If a Participant’s employment is terminated for Cause, Disability (within the meaning of the Company’s long-term disability plan applicable to the Participant), as a result of the Participant’s death, or due to voluntary termination, such termination shall not be deemed to be a termination for a reason specified in Section 4.2(a) of this Plan A and the Participant shall not be entitled to Separation Benefits under this Plan A.

     4.3 Separation Benefits.

     (a) If a Participant’s employment is terminated under the circumstances set forth in Section 4.1 of this Plan A entitling such Participant to Separation Benefits, the Company shall pay or provide, as the case may be, to such Participant the amounts and benefits set forth in items (i) through (iii) below (the “Separation Benefits”):

          (i) the Company shall pay to the Participant the following amounts:

     (A) the Participant’s base salary through the Date of Termination to the extent not theretofore paid, payable in a lump sum as soon as practicable, but in no event later than the Company’s next scheduled payroll date, following the Date of Termination; and

     (B) the product of (1) the actual annual bonus, if any, the Participant would have received for the fiscal year during which the Date of Termination occurs had such Participant remained employed through the conclusion of such year (based on actual performance and determined by the Company in its good faith discretion) and (2) a fraction, the numerator of which is the number of days in such year

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through the Date of Termination, and the denominator of which is 365, payable following the conclusion of such year but in no event more than two-and-a-half months following such conclusion; and

     (C) an amount equal to the product of (1) the Multiple and (2) the sum of (x) the Participant’s Annual Base Salary (or, if the Date of Termination follows a Change of Control and the Participant’s base salary was higher immediately prior to such Change of Control, such higher salary) and (y) the Average Annual Bonus, such amounts to be paid ratably in accordance with the Company’s regular payroll practices over a period of years equal to the applicable Multiple;

     (ii) for a number of years after the Participant’s Date of Termination equal to the Multiple, the Company shall cause the Company’s welfare plans to continue medical and dental benefits to the Participant and/or the Participant’s family on the same terms applicable to similarly situated active employees, with the Participant’s share of the premiums no greater than that applicable to such similarly situated active employees; provided, however, that if the Participant becomes reemployed with another employer and is eligible to receive medical and/or dental benefits under another employer provided plan, the medical and/or dental benefits, as applicable, described herein shall terminate; and, provided, further, that the benefits provided hereunder shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Participant’s income for federal income tax purposes. Notwithstanding the foregoing, if the Company reasonably determines that providing continued coverage under one or more of its welfare benefit plans contemplated herein could adversely affect the tax treatment of other participants covered under such plans, or would otherwise have adverse legal ramifications or adverse economic impact, the Company may, in its discretion, provide other insurance coverage substantially similar in the aggregate to the continued coverage otherwise required hereunder; and

     (iii) the Company shall, at its sole expense as incurred, provide the Participant with outplacement services, the scope and provider of which shall be selected by the Company in its sole discretion, provided that such outplacement benefits shall end not later than the first anniversary of the Date of Termination.

Notwithstanding the preceding provisions of this Section 4.3, in the event that the applicable Participant is a “specified employee” (within the meaning of Section 409A) (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee”) on the Date of Termination, any amounts that would be payable within the first six months following the Date of Termination pursuant to Section 4.3(a)(i)(C) of this Plan A that exceed the amount referenced in Treas. Regs. Section 1.409A-1(b)(9)(iii)(A) with respect to such Participant shall be paid, with Interest from the date on which payment would otherwise have been made, on the first business day of the first calendar month that begins after the six-month anniversary of such Participant’s “separation from service” within the meaning of Section 409A of the Code (the “Delayed Payment Date”); provided, however, that if such Participant who is a Specified Employee is a Change of Control Participant (as defined in Plan B of this Program), all amounts that would have been paid within the first six

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months following the Date of Termination pursuant to Section 4.3(a)(i)(C) of this Plan A shall be paid, with Interest from the date on which payment would otherwise have been made, on the Delayed Payment Date.

     (b) Reductions in Certain Instances.

     (i) The Separation Benefits provided under this Plan A shall be reduced (but not below zero) by the amount of any severance or separation pay and benefits and/or salary-based guaranteed compensation payments provided for under the terms of any other written employment, change in control, severance, consulting or similar agreement (including an offer letter) to which the applicable Participant and the Company (or an Affiliate thereof) are party or any other severance plan, policy or arrangement in which the Participant participates, or any statutory severance scheme applicable to the Participant, including, without limitation, the Worker Adjustment and Retraining Notification Act of 1988 set forth at 29 U.S.C. § 2101 et seq. or any similar state or local statute to the extent not preempted by ERISA (collectively, “Severance Arrangements”). Nothing in this Plan A shall be construed to provide separation pay or benefits that are duplicative of any separation pay, which shall include the payment of salary-based guaranteed compensation, or benefits provided to a Participant pursuant to any Severance Arrangement. Without limiting the generality of the foregoing, if any federal, state or local law (to the extent not preempted by ERISA), including without limitation, worker’s compensation laws (and excluding applicable state or federal laws regarding jury duty or active military service) or any Company policy, benefit or practice, including, without limitation, disability benefits or vacation pay (excluding vacation accrued but unused prior to the Date of Termination) either provides or requires the Company to provide a Participant with income in place of such Participant’s salary or vacation pay accruing after the Date of Termination, then the Separation Benefits to which the Participant would have been entitled under this Plan A shall be reduced by the amount of such replacement pay or such post-Date of Termination vacation pay received by the Participant. For clarity, the Company’s qualified and non-qualified retirement plans are not considered Severance Arrangements for purposes of this paragraph and amounts payable under this Plan A shall not be reduced pursuant to this paragraph as a result of amounts payable under such qualified and non-qualified retirement plans.

     (ii) The Company also reserves the right, subject to Section 409A of the Code, to offset any separation pay or benefits under this Plan A by any advances, expenses, loans, claims for damages or other monies (including any tax withholding due in respect of payments hereunder or otherwise) the applicable Participant owes the Company or any of its Affiliates (except for any personal or business loan for which the Participant may have contracted with the Company or any of its Affiliates).

     (iii) In the event that any payment or benefit under this Plan A would be non-deductible as a result of the application of Section 280G of the Code, such payment or benefit shall be reduced to the maximum amount that may be paid or provided without any payment or benefit to the applicable Participant being non-deductible as a result of the application of Section 280G of the Code. Such reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the

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following sections of this Plan A in the following order: (1) Section 4.3(a)(i)(C), (2) Section 4.3(a)(ii), (3) Section 4.3(a)(iii), and (4) Section 4.3(a)(i)(B).

     (iv) If a Participant obtains employment within the Company or any of its Affiliates following a termination entitling such Participant to Separation Benefits and prior to the expiration of the number of weeks of such Separation Benefits, any Separation Benefits will cease immediately.

     (v) Notwithstanding the provisions of any other section of this Plan A, Separation Benefits may be discontinued if the applicable Participant is determined by the Administrator (1) to have engaged in conduct at any time while employed by the Company that would have provided a basis for a for-Cause termination, (2) to have violated any of the representations or obligations undertaken by the Participant by executing such documents as the Company may require pursuant to Section 4.1(c) of this Plan A in order for the Participant to be eligible for Separation Benefits under this Plan A, or (3) to have engaged in any conduct or act that was injurious, detrimental or prejudicial to the interest of the Company. This paragraph shall have no application following a Change of Control.

     4.4 Vesting of Supplemental Retirement Plan Benefit. If a Participant who is not fully vested in his or her benefit under the 2005 Supplemental Retirement Plan of General Mills, Inc. and is at least a Senior Vice President whose employment is terminated under the circumstances set forth in Section 4.1 of this Plan A, then any benefit accrued under the otherwise applicable terms of the 2005 Supplemental Retirement Plan of General Mills, Inc. shall be fully vested as of his or her Date of Termination, provided, however, that said Participant is at least 55 years old on his or her Date of Termination. Solely for purposes of this Section 4.4 and for purposes of determining if a Participant’s employment is terminated under the circumstances set forth in Section 4.1, the definition of “Cause” at Section 2.5 of this Plan A shall be applied without regard to subsection 2.5(c) thereof. This provision potentially operates to accelerate vesting but does not impact the amount of one’s accrued benefit, when it is paid, or the payment form, all of which are governed by the otherwise applicable terms of the 2005 Supplemental Retirement Plan of General Mills, Inc.

ARTICLE V
ADMINISTRATION

     5.1 Benefits Unsecured. The separation pay and benefits and costs of this Plan A are payable by the Company out of its general assets, with the exception of any portion of the premiums or costs for continued benefit coverage for which Participants will be responsible. The right of a Participant to receive payments or benefits under this Plan A shall be only that of an unsecured creditor against the assets of the Company and payments and benefits under this Plan A shall be made solely from the assets of the Company. No Participant shall have any right to any specific assets of the Company by virtue of this Plan A.

     5.2 Administrator. The general administration of this Plan A and the responsibility for carrying out its provisions shall be vested in the Administrator. The Company shall be the

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“Administrator” within the meaning of Section 3(16) of ERISA and shall have all the responsibilities and duties contained therein. The Administrator shall have the authority to appoint and delegate its responsibilities under this Plan A and to designate other persons to carry out any of its responsibilities under this Plan A. The Administrator and/or its designee(s) shall have such discretionary powers as are necessary or appropriate to discharge his, her or its duties, including but not limited to, discretionary interpretation and construction of this Plan A, and the determination of all questions of eligibility, participation and benefits and all other related or incidental matters, provided that during the two-year period following a Change of Control (and thereafter, to the extent the issue in question relates to a termination of employment during such period), decisions of the Administrator shall be subject to de novo review in the courts. The Administrator’s (and/or its designee’s) decision will be binding on the applicable Participant, the Participant’s spouse or other dependent or beneficiary and all other interested parties, subject to review or correction only to the extent that such a decision, determination or construction is shown by clear and convincing evidence to be arbitrary and capricious, provided that during the two-year period following a Change of Control (and thereafter, to the extent the issue in question relates to a termination of employment during such period), decisions of the Administrator shall be subject to de novo review in the courts. The Administrator and/or its designee may adopt rules and regulations of uniform applicability in his/her interpretation and implementation of this Plan A. In order for a Participant to be eligible for Separation Benefits, the Administrator and/or its designee shall require each Participant to execute (and not revoke), such documents as the Administrator and/or its designee may require pursuant to Section 4.1(c) of this Plan A and to provide proof of any information that the Administrator finds necessary or desirable for the proper administration of this Plan A.

     5.3 Claims Procedures. Any claim for benefits under this Plan A must be submitted in writing to the Administrator. If a claim for benefits under this Plan A is denied in whole or in part, the claimant (or his or her authorized representative) will be notified by the Administrator within 90 days of the date the claim is delivered to the Administrator, unless special circumstances require an extension of time for processing the claim, in which case the claimant will be provided written notification, prior to the termination of the initial 90-day period, of the special circumstances requiring an extension and the date (not to exceed a period of an additional 90 days) by which the Administrator expects to render a final decision. The notification will be written in understandable language and will state (a) specific reasons for denial of the claim, (b) specific references to any provision of this Plan A on which the denial is based, (c) a description (if appropriate) of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary, and (d) an explanation of this Plan A’s review procedure and the time limits applicable to such procedures, including the claimant’s right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review. A claim that is not acted upon within 90 days may be deemed by the claimant to have been denied.

     5.4 Review of Claim Denials. Within 60 days after a claim has been denied, or deemed denied, the claimant or his or her authorized representative may make a request for a full and fair review by submitting to the Administrator a written statement (a) requesting a review of the denial of the claim, (b) setting forth all of the grounds upon which the request for review is based and any facts in support thereof, and (c) setting forth any issue or comments which the claimant deems relevant to the claim. The claimant or his or her authorized representative, shall

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have, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits and may submit comments, documents, records and other information relating to the claim in writing. The review shall take into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The Administrator shall make a decision on review within 60 days after the receipt of the claimant’s request for review, unless the Administrator determines that special circumstances require an extension of time for processing a review is required, in which case the claimant will be notified and a decision will be made within 120 days of receipt of the request for review. If the Administrator determines that an extension of time is required, written notice shall be furnished to the claimant prior to the termination of the initial 60-day period which shall indicate the special circumstances requiring the extension and the date by which the Administrator expects to render a final decision. The decision will be in writing and in understandable language. The decision shall set forth (i) specific reasons for the denial of the claim, (ii) specific references to any plan provision on which the benefit determination is based, (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits, and (iv) a statement describing any voluntary appeal procedures offered by this Plan A and the claimant’s right to obtain information about such procedures and a statement of the claimant’s right to bring an action under section 502(a) of ERISA. The decision of the Administrator on review shall be final and conclusive upon all persons unless it is shown by clear and convincing evidence to be arbitrary and capricious. The claimant may pursue a grievance in a federal court if he or she is improperly denied any right or remedy to which he or she is entitled under the Claim Review Procedure. No legal action may be brought to recover benefits allegedly due under this Plan A unless a claimant has exhausted the Claim Review Procedure set forth in this Plan A; and in no event may a claimant commence such a legal action more than one year from the date of the claim denial.

ARTICLE VI
MISCELLANEOUS

     6.1 Amendment and Termination. This Plan A may be terminated or amended in any respect by resolution adopted by a majority of the Committee, provided that this Plan A may not be terminated or amended in any manner which would adversely affect the rights or potential rights of Participants if such action is taken in connection with, in anticipation of, during the six-month period prior to, or during the two-year period following, a Change of Control. No amendment or termination shall give the Company the right to recover any amount paid to a Participant prior to the date of such action or to cause the reduction, cessation or discontinuance of Separation Benefits to any person or persons under this Plan A already receiving or entitled to receive separation pay or benefits under this Plan A. No vested rights are provided under this Plan A, subject to Section 3.2 of this Plan A and to the Change of Control-related limitations set forth above on amendments and terminations.

     6.2 Successors. This Plan A shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan A if no succession had taken place. The Company will require any successor (whether direct or

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indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and to honor this Plan A in the same manner and to the same extent that the Company would be required to honor it if no such succession had taken place. The term “Company,” as used in this Plan A, shall mean the Company as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by this Plan A.

     6.3 Compliance With Law. Notwithstanding anything else contained in this Plan A, the Company shall not be required to make any payment or take any other action prohibited by law, including, but not limited to, any regulation, directive, or order of federal or state regulatory authorities.

     6.4 Employment Status. This Plan A does not constitute a contract of employment or impose on any Participant, the Company, or any Affiliate of the Company any obligation to retain any Participant as an employee.

     6.5 Benefits Not Assignable. Subject to Section 4.3 of this Plan A, payments and benefits under this Plan A are not assignable or subject to alienation since they are not vested and are solely for the support and maintenance of the applicable Participant. Likewise, such payments and benefits shall not be subject to attachment by creditors or through legal process against the Company, the Administrator or any Participant.

     6.6 Tax Withholding. The Company may withhold from any amounts payable under this Plan A such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

     6.7 Construction. The invalidity or unenforceability of any provision of this Plan A shall not affect the validity or enforceability of any other provision of this Plan A, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The captions of this Plan A are not part of the provisions hereof and shall have no force or effect.

     6.8 Governing Law. This Plan A is subject to ERISA, but is intended to qualify as a plan which is unfunded and is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees. To the extent not superseded by federal law, this Plan A shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to principles of conflict of laws.

     6.9 Section 409A. This Plan A is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be interpreted and administered in accordance with Section 409A of the Code. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Each payment under this Plan A shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under this Plan A. All reimbursements and in-kind benefits provided under this Plan A shall be made

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or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Plan A be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that the applicable Participant shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the applicable Participant’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the applicable Participant’s remaining lifetime (or if longer, through the 20th anniversary of the Date of Termination).

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Appendix A of Plan A

     With respect to the Participants individually listed below, the applicable Multiple shall be the Multiple set forth next to such Participant’s name. For other Participants, the applicable Multiple shall be determined based on such Participant’s position immediately prior to the Date of Termination, in accordance with the following table:

Position	Multiple
Vice President	1.0
Senior Vice President	1.5
Executive Vice President and Above	2.0

Notwithstanding the foregoing table, the Multiples for the following Participants shall be as set forth below:

Participant Multiple

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Plan B

ARTICLE I
PURPOSE

          The Board has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of its senior executives, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is essential to diminish the inevitable distraction to its senior executives by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage its senior executives’ full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide its senior executives with compensation and benefit arrangements upon a Change of Control which ensure that the compensation and benefits expectations of its senior executives will be satisfied and which are competitive with those of other corporations. This Plan B is intended to serve the aforementioned purposes. The Company reserves the right to amend or terminate this Plan B by action of the Committee (as defined below) in accordance with the amendment and termination provisions set forth below.

ARTICLE II
DEFINITIONS

          As used in this Plan B, the following words and phrases shall have the following respective meanings (unless the context clearly indicates otherwise):

     2.1 Affiliate. An Affiliate of the Company shall mean any company controlled by, controlling, or under common control with, the Company.

     2.2 Annual Base Salary. With respect to a Change of Control Participant, twelve times the higher of the monthly base salary paid or payable, including any base salary which has been earned but deferred, to such Change of Control Participant by the Company and its Affiliates in respect of the month immediately preceding the month in which (i) the Change of Control occurs or (ii) such Change of Control Participant’s Date of Termination occurs.

     2.3 Average Annual Bonus. The average of the applicable Change of Control Participant’s annual bonuses paid or payable under the Incentive Plan (including amounts earned but deferred), for each of the last three full fiscal years (or such lesser number of years for which such Change of Control Participant was employed by the Company) prior to the Change of Control (annualized in the event that such Change of Control Participant was not employed by the Company for the whole of any such fiscal year and not paid a full year’s bonus for such year). In the case of a Change of Control Participant who has not yet received any bonuses, Average Annual Bonus shall equal such Change of Control Participant’s target bonus, as calculated using a 1.50 corporate/unit rating and the target individual rating at the Change of Control Participant’s level under the Incentive Plan for the fiscal year during which occurs the Change of Control.

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     2.4 Change of Control. Any of the following events:

     (a) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (4) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 2.4; and provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or

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

     (c) 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 (i) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation 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 Voting Securities, (ii) 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

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from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

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

     2.5 Change of Control Multiple. With respect to any Change of Control Participant, such Change of Control Participant’s “Change of Control Multiple” shall be the number so designated on Appendix A to this Plan B. A Change of Control Multiple may be either a whole number or a fractional number.

     2.6 Change of Control Participant. Any employee of the Company and its Affiliates who is designated by the Committee as a Change of Control Participant (all Change of Control Participants are listed on Appendix A to this Plan B).

     2.7 Change of Control Separation Benefits. The amounts and benefits payable or required to be provided in accordance with Section 4.3 of this Plan B.

     2.8 Code. The Internal Revenue Code of 1986, as amended from time to time.

     2.9 Committee. The Compensation Committee of the Board.

     2.10 Company. As defined in the preamble and in Section 6.1 of this Plan B.

     2.11 Date of Termination. If a Change of Control Participant’s employment is terminated by the Company for Cause, or by the Change of Control Participant for Good Reason, the Date of Termination shall be the date of receipt of the Notice of Termination (as described in Section 4.2(c) of this Plan B) or any later date specified therein, as the case may be. If a Change of Control Participant’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies such Change of Control Participant of such termination. If a Change of Control Participant’s employment is terminated by the Change of Control Participant without Good Reason, the Date of Termination shall be the date on which the Change of Control Participant notifies the Company of such termination. If a Change of Control Participant’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of such Change of Control Participant or the Disability Effective Date, as the case may be.

     2.12 Incentive Plan. The Company’s Executive Incentive Plan, or any predecessor or successor plan.

     2.13 Interest. Interest on the applicable delayed payment equal to the “prime rate” (as reported in the Wall Street Journal on the Date of Termination (or, if it is not reported on such date, on the next following business day on which it is reported)) plus 1%, which interest shall be

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calculated on the basis of a 365-day year and the actual number of days elapsed from and including the Date of Termination through, but excluding, the date of payment.

     2.14 Section 409A. Section 409A of the Code.

     2.15 Section 409A Change of Control. Section 409A Change of Control means a Change of Control that also constitutes a “change in the ownership or effective control” of the Company or “a change in the ownership of a substantial portion of the assets” of the Company (each as defined in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder as in effect from time to time).

     2.16 Specified Employee. A Change of Control Participant who is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), as determined in accordance with the methodology established by the Company as in effect on the Date of Termination of such Change of Control Participant.

ARTICLE III
ELIGIBILITY

     3.1 Participation. Any individual who is listed on Appendix A of this Plan B shall be a Change of Control Participant in this Plan B. Appendix A of this Plan B may be amended by the Committee by adding or removing Change of Control Participants or by modifying Change of Control Multiples, provided that no Change of Control Participant may be so removed nor may any Change of Control Multiple be so reduced (a) in connection with or in anticipation of a Change of Control or during the two-year period following a Change of Control or (b) subject to Section 3.2(b) of this Plan B, without providing the applicable Change of Control Participant at least one year’s notice of such removal or reduction.

     3.2 Duration of Participation. A Change of Control Participant shall cease to be a Change of Control Participant in this Plan B if (a) such Change of Control Participant is removed from Appendix A of this Plan B as permitted by Section 3.1 of this Plan B or (b) such Change of Control Participant ceases to be employed by the Company and its Affiliates under circumstances not entitling such Change of Control Participant to Change of Control Separation Benefits.

     3.3 No Termination of Participation Following Termination Entitling Change of Control Participant to Benefits Under Plan. Notwithstanding Sections 3.1 and 3.2 of this Plan B, a Change of Control Participant who is entitled, as a result of a cessation of employment while a Change of Control Participant, to receive benefits under this Plan B shall remain a Change of Control Participant in this Plan B (and shall not be subject to a reduction of such Change of Control Participant’s Change of Control Multiple) until the amounts and benefits payable under this Plan B have been paid or provided to such Change of Control Participant in full.

ARTICLE IV
SEPARATION BENEFITS

     4.1 Right to Change of Control Separation Benefits. A Change of Control Participant shall be entitled to receive from the Company the Change of Control Separation Benefits as

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provided in Section 4.3 of this Plan B if such Change of Control Participant’s employment with the Company and its Affiliates has been terminated for any reason specified in Section 4.2(a) of this Plan B, and such termination occurred either (a) after a Change of Control and on or before the second anniversary thereof or (b) at the request of a third party who had taken steps reasonably calculated to effect a Change of Control or in connection with or anticipation of a Change of Control (a termination of employment described in this Section 4.1(b), an “Anticipatory Termination”).

     4.2 Termination of Employment.

     (a) Terminations Which Give Rise to Change of Control Separation Benefits Under This Plan. Any termination under the following circumstances shall be deemed to be a termination for a reason specified in this Section 4.2(a):

     (i) any involuntary termination of employment of a Change of Control Participant initiated by the Company and its Affiliates (excluding any transfer to the Company or an Affiliate thereof) other than for Cause or Disability; or

     (ii) any termination of employment by a Change of Control Participant for Good Reason. For purposes of this Plan B, “Good Reason” shall mean:

     (A) the assignment to the applicable Change of Control Participant of any duties inconsistent in any material respect with such Change of Control Participant’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities, as in effect prior to the Change of Control (measured by reference to the most significant of those held, exercised, and assigned during the 180-day period immediately preceding the Change of Control), or any other action which results in a material diminution in such position, authority, duties or responsibilities (whether or not occurring solely as a result of the Company’s ceasing to be a publicly traded entity), excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by such Change of Control Participant;

     (B) a decrease in the applicable Change of Control Participant’s base salary below the base salary in effect immediately prior to the Change of Control;

     (C) a failure, for any fiscal year, to provide the applicable Change of Control Participant (no later than two and a half months following such fiscal year, subject to any deferral elected by the Change of Control Participant on terms compliant with Section 409A) with an annual bonus at least equal to the Average Annual Bonus, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied promptly after receipt of notice thereof given by the Change of Control Participant;

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     (D) a decrease in the aggregate long-term incentive opportunities (including equity- and cash-based programs) below the greatest of those provided to the applicable Change of Control Participant under the programs in which such Change of Control Participant participated any time during the 180-day period immediately preceding the Change of Control;

     (E) the Company’s requiring the applicable Change of Control Participant to be based at any office or location 50 or more miles from the location where such Change of Control Participant was employed immediately preceding the Change of Control or the Company’s requiring the applicable Change of Control Participant to travel on Company business to a substantially greater extent than required immediately prior to the Change of Control; or

     (F) any failure by the Company to comply with and satisfy Section 6.1 of this Plan B.

For purposes of this Section 4.2(a) of this Plan B, (x) a Change of Control Participant’s ability to terminate employment for Good Reason shall be conditioned on the Change of Control Participant providing notice of the event or action giving rise to the right to terminate for Good Reason within 30 days of becoming aware of such event or action and the Company’s failing to cure such event or action, if curable, within 30 days of receipt of such notice, (y) any good faith determination of “Good Reason” made by the Change of Control Participant shall be conclusive, and (z) a Change of Control Participant’s mental or physical incapacity following the occurrence of an event described above in clauses (A) through (F) of Section 4.2(a)(ii) shall not affect such Change of Control Participant’s ability to terminate employment for Good Reason. The Company and the applicable Change of Control Participant shall take all steps necessary (including with regard to any post-termination services by such Change of Control Participant) to ensure that any termination described in this Section 4.2(a) constitutes a “separation from service” within the meaning of Section 409A.

     (b) Terminations Which Do Not Give Rise to Change of Control Separation Benefits Under This Plan. If a Change of Control Participant’s employment is terminated for Cause or Disability (as those terms are defined below), as a result of the Change of Control Participant’s death, or due to voluntary termination other than for Good Reason, such termination shall not be deemed to be a termination for a reason specified in Section 4.2(a) of this Plan B and the Change of Control Participant shall not be entitled to Change of Control Separation Benefits under this Plan B, regardless of the occurrence of a Change of Control; provided, however, that in the event of any such termination during the two-year period following a Change of Control, the Change of Control Participant (or the Change of Control Participant’s estate, as applicable) shall be entitled to receive Accrued Obligations (except that in the event of a termination by the Company for Cause or by the Change of Control Participant without Good Reason, Accrued Obligations shall not for purposes of this sentence include the amount described in Section 4.3(a)(i)(A)(2) of this Plan B), provided that in the event that the Change of Control Participant is a Specified Employee and the termination is due to the Change of Control Participant’s Disability, the portion of Accrued Obligations described in Section 4.3(a)(i)(A)(2) of this Plan B

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shall be paid, with Interest from the Date of Termination, on the first business day after the date that is six months following such Change of Control Participant’s “separation from service” within the meaning of Section 409A of the Code. In addition, in the event of such a termination that is due to death or Disability, the applicable Change of Control Participant (or such Change of Control Participant’s estate and/or beneficiaries, as applicable) shall be entitled to receive death or disability benefits, as applicable, at least equal to the most favorable benefits provided by the Company and its Affiliates under such plans, programs, practices and policies relating to death or disability benefits, as applicable, as in effect with respect to other peer executives and their beneficiaries at any time during the 180-day period immediately preceding the Change of Control or, if more favorable to the applicable Change of Control Participant (or such Change of Control Participant’s estate and/or beneficiaries, as applicable), as in effect on the date of the Change of Control Participant’s death or disability with respect to other peer executives of the Company and its Affiliates and their beneficiaries.

     (i) A termination for “Disability” shall have occurred where the applicable Change of Control Participant is absent from such Change of Control Participant’s duties with the Company and its Affiliates on a full-time basis for 180 consecutive business days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to such Change of Control Participant or such Change of Control Participant’s legal representative. In such event, such Change of Control Participant’s employment with the Company and its Affiliates shall terminate effective on the 30th day (the “Disability Effective Date”) after receipt of the applicable Notice of Termination (as defined in Section 4.2(c) of this Plan B) by the Change of Control Participant, provided that, within the 30 days after such receipt, the Change of Control Participant shall not have returned to full-time performance of the Change of Control Participant’s duties.

     (ii) A termination for “Cause” shall have occurred where the applicable Change of Control Participant is terminated because of:

     (A) the willful and continued failure of the Change of Control Participant to perform substantially the Change of Control Participant’s duties with the Company and its Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Change of Control Participant by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or the Chief Executive Officer believes that the Change of Control Participant has not substantially performed the Change of Control Participant’s duties, or

     (B) the Change of Control Participant’s conviction of, or plea of guilty or no contest to, a felony, or

     (C) the Change of Control Participant’s misappropriation or theft of Company assets, or

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     (D) the willful engaging by the Change of Control Participant in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

For purposes of this Section 4.2(b)(ii), no act or failure to act, on the part of the Change of Control Participant, shall be considered “willful” unless it is done, or omitted to be done, by the Change of Control Participant in bad faith or without reasonable belief that the Change of Control Participant’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority (A) given pursuant to a resolution duly adopted by the Board, or if the Company is not the ultimate parent corporation of the Company and its Affiliates and is not publicly traded, the board of directors of the ultimate parent of the Company (the “Applicable Board”), (B) except with respect to an act or failure to act of the Chief Executive Officer, upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company who is senior to the applicable Change of Control Participant, or (C) based upon the advice of counsel for the Company, shall be conclusively presumed to be done, or omitted to be done, by the Change of Control Participant in good faith and in the best interests of the Company. The cessation of employment of the Change of Control Participant shall not be deemed to be for Cause unless and until there shall have been delivered to the Change of Control Participant a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the members of the Applicable Board who are not officers or employees of the Company at a meeting of the Applicable Board called and held for such purpose (after reasonable notice is provided to the Change of Control Participant and the Change of Control Participant is given an opportunity, together with counsel for the Change of Control Participant, to be heard before the Applicable Board), finding that, in the good faith opinion of the board, the Change of Control Participant is guilty of the conduct described in this Section 4.2(b)(ii), and specifying the particulars thereof in detail.

     (c) Notice of Termination. Any termination by the Company for Cause or Disability, or by a Change of Control Participant for Good Reason, shall be communicated by a Notice of Termination to the other party. For purposes of this Plan B, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Plan B relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Change of Control Participant’s employment under the provision so indicated and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 30 days after the giving of such notice (except in the case of a termination due to Disability, in which case such date shall be the Disability Effective Date)). The failure by the Change of Control Participant or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason, Cause, or Disability shall not waive any right of the Change of Control Participant or the Company, respectively, hereunder or preclude the Change of Control Participant or the Company, respectively, from asserting such fact or circumstance in enforcing the Change of Control Participant’s or the Company’s rights hereunder.

     4.3 Change of Control Separation Benefits.

     (a) If a Change of Control Participant’s employment is terminated under the circumstances set forth in Section 4.1 of this Plan B entitling such Change of Control Participant

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to Change of Control Separation Benefits, the Company shall pay or provide, as the case may be, to such Change of Control Participant the amounts and benefits set forth in items (i) through (iv) below (the “Change of Control Separation Benefits”):

     (i) the Company shall pay to the Change of Control Participant in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:

     (A) the sum of (1) the Change of Control Participant’s base salary through the Date of Termination to the extent not theretofore paid, and (2) the product of (x) the higher of (A) the Average Annual Bonus and (B) the Change of Control Participant’s annual bonus for the last fiscal year (such higher amount being referred to as the “Higher Annual Bonus”) and (y) a fraction, the numerator of which is the number of days in the current fiscal year through the Date of Termination, and the denominator of which is 365 (the amounts described in this Section 4.3(a)(i)(A), the “Accrued Obligations”); and

     (B) the amount equal to the product of (1) the Change of Control Multiple and (2) the sum of (x) the Change of Control Participant’s Annual Base Salary and (y) the Higher Annual Bonus;

     (ii) for a number of years after the Change of Control Participant’s Date of Termination equal to the Change of Control Multiple, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall cause its applicable welfare plans to continue medical and dental benefits to the Change of Control Participant and/or the Change of Control Participant’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies, as in effect immediately prior to the Change of Control, or if more favorable to the Change of Control Participant, as in effect immediately before the Date of Termination; provided, however, that if the Change of Control Participant becomes reemployed with another employer and is eligible to receive medical and/or dental benefits under another employer provided plan, the medical and/or dental benefits, as applicable, described herein shall be secondary to those provided under such other plan during such applicable period of eligibility; and, provided, further, that the benefits provided hereunder shall be provided in such a manner that such benefits (and the costs and premiums thereof) are excluded from the Change of Control Participant’s income for federal income tax purposes. Notwithstanding the foregoing, if the Company reasonably determines that providing continued coverage under one or more of its welfare benefit plans contemplated herein could adversely affect the tax treatment of other participants covered under such plans, or would otherwise have adverse legal ramifications or adverse economic impact, the Company may, in its discretion, provide other insurance coverage substantially similar in the aggregate to the continued coverage otherwise required hereunder.

     (iii) the Company shall, at its sole expense as incurred, provide the Change of Control Participant with reasonable outplacement services, the terms, scope and provider

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of which shall be selected by the Change of Control Participant in the Change of Control Participant’s sole discretion, provided that such outplacement benefits shall end not later than the last day of the second calendar year that begins after the Date of Termination, and the Company shall pay the full cost of such services up to but not exceeding the amount set forth on Appendix A of this Plan B with respect to the applicable Change of Control Participant; and

     (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide to the Change of Control Participant any Other Benefits.

Notwithstanding the preceding provisions of this Section 4.3(a), in the event that the Change of Control Participant is a Specified Employee, amounts to be paid pursuant to Sections 4.3(a)(i)(A)(2) and 4.3(a)(ii) of this Plan B shall be paid, with Interest from the Date of Termination, on the first business day (the “Delayed Payment Date”) after the date that is six months following such Change of Control Participant’s “separation from service” within the meaning of Section 409A.

     (b) Notwithstanding the preceding provisions of this Section 4.3, in the event the applicable Change of Control is not a Section 409A Change of Control, the payments under Section 4.3(a)(i)(B) of this Plan B shall be paid as follows: (i) the amount of such payments that would have been paid under Plan A of this Program upon a termination described in Section 4.2(a) thereof shall be paid in installments on the same payment schedule as would have applied under Plan A of this Program upon such a termination, and (ii) any additional amounts due under Section 4.3(a)(i)(B) of this Plan B shall be paid in a lump sum in accordance with the provisions of Section 4.3(a)(i)(B) of this Plan B (subject to the delay required by the final paragraph of Section 4.3(a), if applicable).

     4.4 Certain Additional Payments by the Company.

     (a) Anything in this Plan B to the contrary notwithstanding and except as set forth below, in the event it shall be determined that that any Payment would be subject to the Excise Tax, then the applicable Change of Control Participant shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Change of Control Participant of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, the Change of Control Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 4.4(a), if it shall be determined that the Change of Control Participant is entitled to the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Change of Control Participant and the amounts payable under this Plan B shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections of this Plan B in the following order: (i) Section 4.3(a)(i)(B), (ii) Section 4.3(a)(ii), (iii) Section 4.3(a)(iii), and (iv) Section 4.3(a)(i)(A)(2). For purposes of reducing the Payments to the Safe Harbor Amount,

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only amounts payable under this Plan B (and no other Payments) shall be reduced. If the reduction of the amount payable under this Plan B would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts payable under the Agreement shall be reduced pursuant to this Section 4.4(a). The Company’s obligation to make Gross-Up Payments under this Section 4.4 shall not be conditioned upon the Change of Control Participant’s termination of employment.

     (b) Subject to the provisions of Section 4.4(c) of this Plan B, all determinations required to be made under this Section 4.4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Change of Control Participant within 15 business days of the receipt of notice from the Change of Control Participant that there has been a Payment, or such earlier time as is requested by the Company. In the event that (i) the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control or (ii) the Accounting Firm is otherwise unable or unwilling to make the determinations required to be made under this Section 4.4, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Change of Control Participant. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 4.4(c) of this Plan B and the Change of Control Participant thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Change of Control Participant.

     (c) The Change of Control Participant shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Change of Control Participant is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Change of Control Participant shall not pay such claim prior to the expiration of the 30-day period following the date on which he or she gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Change of Control Participant in writing prior to the expiration of such period that it desires to contest such claim, the Change of Control Participant shall: (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim, and (iv) permit the Company to participate in any proceedings relating to such claim;

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provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Change of Control Participant harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 4.4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the Change of Control Participant and direct the Change of Control Participant to sue for a refund or contest the claim in any permissible manner, and the Change of Control Participant will prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that, if the Company pays such claim and directs the Change of Control Participant to sue for a refund, the Company shall indemnify and hold the Change of Control Participant harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with such payment; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Change of Control Participant with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Change of Control Participant shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

     (d) If, after the receipt by the Change of Control Participant of a Gross-Up Payment or payment by the Company of an amount on the Change of Control Participant’s behalf pursuant to Section 4.4(c) of this Plan B, the Change of Control Participant becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Change of Control Participant shall (subject to the Company’s complying with the requirements of Section 4.4(c) of this Plan B, if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on the Change of Control Participant’s behalf pursuant to Section 4.4(c), a determination is made that the Change of Control Participant shall not be entitled to any refund with respect to such claim and the Company does not notify the Change of Control Participant in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

     (e) Any Gross-Up Payment, as determined pursuant to this Section 4.4, shall be paid by the Company within five days of the receipt of the Accounting Firm’s determination; provided, however, that (i) the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Change of Control Participant, all or any portion of any Gross-Up Payment, and the Change of Control Participant hereby consents to such withholding, and (ii) the Gross-Up Payment shall be made by the end of the Change of Control Participant’s taxable year next following the Change of Control

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Participant’s taxable year in which the related taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 4.4(c) of this Plan B that does not result in the remittance of any federal, state, local and foreign income, excise, social security and other taxes, the calendar year next following the calendar year in which the claim is finally settled or otherwise resolved.

     (f) Definitions. The following terms shall have the following meanings for purposes of this Section 4.4.

     (i) “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

     (ii) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

     (iii) A “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the applicable Change of Control Participant, whether paid or payable pursuant to this Plan B or otherwise.

     (iv) The “Safe Harbor Amount” means 2.99 times the applicable Change of Control Participant’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

     4.5 Funding in Certain Circumstances. The Company has established a Supplemental Benefits Trust with Wells Fargo Bank Minnesota, N.A. as trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations under this Plan B and certain plans of deferred compensation of the Company. In the event of a termination entitling a Change of Control Participant to Change of Control Separation Benefits hereunder, the Company shall be obligated to immediately contribute such amounts to such trust as may be necessary to fully fund all benefits that may become due to such Change of Control Participant under this Article IV (except under Section 4.3(a)(ii) of this Plan B). All assets held in such trust shall remain subject only to the claims of the Company’s general creditors whose claims against the Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the applicable trust agreement). Change of Control Participants do not have any preferred claim on, or beneficial ownership interest in, any assets of the trust before the assets are paid to them and all rights created under the trust, as under this Plan B, are unsecured contractual claims of Change of Control Participants against the Company. In the event the funding of the trust described in this paragraph does not occur, upon written demand by the applicable Change of Control Participant given at any time after the Date of Termination, the Company shall deposit in trust with an institutional trustee designated by the Change of Control Participant in such demand amounts which may become payable to the

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Change of Control Participant pursuant to this Article IV (except under Section 4.3(a)(ii) of this Plan B) with irrevocable instructions to pay amounts to the Change of Control Participant when due in accordance with the terms of this Plan B. All fees, expenses and other charges of any trustee of a trust described in this paragraph shall be paid by the Company. The trustee of any trust described in this paragraph shall be entitled to rely conclusively on the Change of Control Participant’s written statement as to the fact that payments are due under this Plan B and the amount of such payments. Notwithstanding any other provision of this paragraph, (x) no trust shall be funded pursuant to this paragraph if the funding thereof would result in taxable income to any Change of Control Participant by reason of Section 409A(b) of the Code, and (y) in no event shall any assets of the trust contemplated by this paragraph at any time be located or transferred (within the meaning of Section 409A(b) of the Code) outside of the United States.

     4.6 Payment Obligations Absolute. Upon a Change of Control, subject to Section 4.4(a) of this Plan B, the obligations of the Company to pay or provide the Change of Control Separation Benefits described in Section 4.3 of this Plan B shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company and its Affiliates may have against any Change of Control Participant. In no event shall a Change of Control Participant be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to a Change of Control Participant under any of the provisions of this Plan B, nor shall the amount of any payment under this Plan B be reduced by any compensation earned by a Change of Control Participant as a result of employment by another employer. Nothing in this Plan B shall prevent or limit a Change of Control Participant’s continuing or future participation in any plan, program, policy or practice provided by the Company and its Affiliates and for which the Change of Control Participant may qualify, nor shall anything herein limit or otherwise affect such rights as the Change of Control Participant may have under any contract or agreement with the Company and its Affiliates. Amounts which are vested benefits or which a Change of Control Participant is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Company or any of its Affiliates at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Plan B. Without limiting the generality of the foregoing, a Change of Control Participant’s resignation under this Plan B with or without Good Reason, shall in no way affect such Change of Control Participant’s ability to terminate employment by reason of such Change of Control Participant’s “retirement” under any compensation and benefits plans, programs or arrangements of the Company and its Affiliates, including without limitation any retirement or pension plans or arrangements or to be eligible to receive benefits under any compensation or benefit plans, programs or arrangements of the Company and its Affiliates or substitute plans adopted by the Company or its successors, and any termination which otherwise qualifies as Good Reason shall be treated as such even if it is also a “retirement” for purposes of any such plan. Notwithstanding the foregoing, if a Change of Control Participant receives payments and benefits pursuant to Section 4.3(a) of this Plan B, such Change of Control Participant shall not be entitled to any severance pay or benefits under any severance plan, program or policy of the Company and its Affiliates (including Plan A of this Program), unless otherwise specifically provided therein in a specific reference to this Plan B.

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     4.7 Vesting of Supplemental Retirement Plan Benefit. If a Change of Control Participant’s employment is terminated under the circumstances set forth in Section 4.1 of this Plan B, any benefit accrued under the otherwise applicable terms of the 2005 Supplemental Retirement Plan of General Mills, Inc. shall be fully vested and nonforfeitable as of his or her Date of Termination, provided, however, that said Participant is not fully vested in his or her accrued benefit under the terms of the 2005 Supplemental Retirement Plan of General Mills, Inc., is at least a Senior Vice President, and is at least 55 years old on his or her Date of Termination. This provision potentially operates to accelerate vesting but does not impact the amount of one’s accrued benefit, when it is paid, or the payment form, all of which are governed by the otherwise applicable terms of the 2005 Supplemental Retirement Plan of General Mills, Inc.

ARTICLE V
CONFIDENTIALITY AND NON-COMPETITION

     5.1 Confidentiality. As a condition of participation in this Plan B, all Change of Control Participants agree to abide by the provisions of this Section 5.1. Each Change of Control Participant will hold in a fiduciary capacity for the benefit of the Company all secret or confidential information, knowledge or data relating to the Company or any of its Affiliates, and their respective businesses, which shall have been obtained by the Change of Control Participant during the Change of Control Participant’s employment by the Company or any of its Affiliates and which shall not be or become public knowledge (other than by acts by the Change of Control Participant or representatives of the Change of Control Participant in violation of this paragraph). After termination of the Change of Control Participant’s employment with the Company, the Change of Control Participant shall not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it.

     5.2 Non-Competition. As a condition of participation in this Plan B, all Change of Control Participants agree (and, at the request of the Company, shall enter into a separate written agreement) to abide by the provisions of this Section 5.2 in the event of a termination of employment entitling such Change of Control Participant to Change of Control Separation Benefits. During the one-year period immediately following any termination of employment which entitles a Change of Control Participant to Change of Control Separation Benefits hereunder, such Change of Control Participant shall not enter into Competition with the Company. For purposes of this Section, “Competition” means (i) participating, directly or indirectly, as an individual proprietor, partner, stockholder, officer, employee, director, joint venturer, investor, lender, consultant or in any capacity whatsoever (within the United States of America) in a business in competition with any business conducted by the Company or any of its Affiliates, with regard to which the Change of Control Participant worked or otherwise had non-incidental responsibilities or had access to non-incidental confidential information, while employed by the Company or any of its Affiliates; provided, however, that such participation shall not include: (x) the mere ownership of not more than 1% of the total outstanding stock of a publicly held company; (y) the performance of services for any enterprise to the extent such services are not performed, directly or indirectly, for, or with regard to, a business unit of the enterprise in the aforesaid competition; or (z) any activity engaged in with the prior written approval of the Company; or (ii) directly or indirectly, recruiting, soliciting or inducing, of any

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employee or employees of the Company or any of its Affiliates to terminate their employment with, or otherwise cease their relationship with, the Company or any of its Affiliates or hiring or assisting another person or entity to hire any employee of the Company or any of its Affiliates. If any restriction set forth with regard to Competition is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

     5.3 No Offset. The Company may require that a Change of Control Participant affirm the requirements of this Article V in connection with receipt of Change of Control Separation Benefits hereunder, provided that in no event shall an asserted violation of the provisions of this Article V constitute a basis for deferring or withholding any amounts otherwise payable to a Change of Control Participant under this Plan B.

ARTICLE VI
MISCELLANEOUS

     6.1 Successors. This Plan shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan B if no succession had taken place. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and to honor this Plan B in the same manner and to the same extent that the Company would be required to honor it if no such succession had taken place. The term “Company,” as used in this Plan B, shall mean the Company as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by this Plan B.

     6.2 Amendment and Termination. The Plan may be terminated or amended in any respect by resolution adopted by the Committee, provided, that this Plan B may not, without the consent of all Change of Control Participants, be terminated or amended in any manner which would adversely affect the rights or potential rights of Change of Control Participants unless (i) such termination or amendment takes effect only upon the first anniversary of its adoption (and becomes null and void in the event of a Change of Control prior to such first anniversary) and (ii) such termination or amendment is not adopted in connection with, in anticipation of, during the six-month period prior to, or during the two-year period (or such longer period as is necessary to ensure that all potential obligations under this Plan B have been satisfied) following a Change of Control.

     6.3 Legal Fees. The Company agrees to pay as incurred (within 10 days following the Company’s receipt of an invoice from the applicable Change of Control Participant), at any time from the date of a Change of Control through such Change of Control Participant’s remaining lifetime (or, if longer, through the 20^th anniversary of the Change of Control), to the full extent permitted by law, all legal fees and expenses which a Change of Control Participant may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company, such Change of Control Participant or others of the validity or enforceability of, or

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liability under, any provision of this Plan B or any guarantee of performance thereof (including as a result of any contest by the Change of Control Participant about the amount of any payment pursuant to this Plan B), plus in each case Interest on any delayed payment; provided, however, that in connection with a contest initiated by a Change of Control Participant related to an Anticipatory Termination, if a Change of Control has not occurred during the pendency of such contest relating to an Anticipatory Termination (and unless and until such time as a Change of Control does occur during the 12 months following the date of such Anticipatory Termination), the Company shall not pay such legal fees and expenses as incurred, but shall reimburse the Change of Control Participant for such legal fees and expenses within 30 days following the final resolution of such contest if the Executive substantially prevails in such contest. In order to comply with Section 409A, in no event shall payments by the Company under this Section 6.3 be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred (or, in connection with a contest related to an Anticipatory Termination where such fees are reimbursable due to the resolution of such contest, following the calendar year in which such contest is finally resolved), provided that the applicable Change of Control Participant shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred (or, in connection with a contest related to an Anticipatory Termination where such fees are reimbursable due to the resolution of such contest, following the calendar year in which such contest is finally resolved). The amount of such legal fees and expenses that the Company is obligated to pay in any given calendar year shall not affect the legal fees and expenses that the Company is obligated to pay in any other calendar year, and a Change of Control Participant’s right to have the Company pay such legal fees and expenses may not be liquidated or exchanged for any other benefit.

     6.4 Compliance With Law. Notwithstanding anything else contained herein, the Company shall not be required to make any payment or take any other action prohibited by law, including, but not limited to, any regulation, directive, or order of federal or state regulatory authorities.

     6.5 Notices. If notice is to be provided to the Company pursuant to the terms of this Plan B, such notice shall be delivered to the Senior Vice President of Human Resources, or if otherwise designated, the senior human resources officer of the Company.

     6.6 Employment Status. This Plan does not constitute a contract of employment or impose on any Change of Control Participant, the Company, or any Affiliate of the Company any obligation to retain any Change of Control Participant as an employee.

     6.7 Tax Withholding. The Company may withhold from any amounts payable under this Plan B such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

     6.8 Construction. The invalidity or unenforceability of any provision of this Plan B shall not affect the validity or enforceability of any other provision of this Plan B, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The captions of this Plan B are not part of the provisions hereof and shall have no force or effect. Neither a

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Change of Control Participant’s nor the Company’s failure to insist upon strict compliance with any provision of this Plan B or the failure to assert any right a Change of Control Participant or the Company may have hereunder, including, without limitation, the right of the Change of Control Participant to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Plan B.

     6.9 Governing Law. This Plan B is not subject to ERISA. This Plan B shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to principles of conflict of laws.

     6.10 Section 409A. This Plan B is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be interpreted and administered in accordance with Section 409A of the Code. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Each payment under this Plan B shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under this Plan B. All reimbursements and in-kind benefits provided under this Plan B shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event shall reimbursements by the Company under this Plan B be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred, provided, that the applicable Participant shall have submitted an invoice for such fees and expenses at least 10 days before the end of the calendar year next following the calendar year in which such fees and expenses were incurred; (ii) the amount of in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the in-kind benefits that the Company is obligated to pay or provide in any other calendar year; (iii) the applicable Participant’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than the applicable Participant’s remaining lifetime (or if longer, through the 20th anniversary of the Date of Termination).

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Appendix A of Plan B

	Change of Control
Change of Control Participant	Multiple	Outplacement Maximum

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EX-10.11

Exhibit 10.11

SUPPLEMENTAL SAVINGS PLAN
OF GENERAL MILLS, INC.

The Supplemental Savings Plan of General Mills, Inc. (the “Plan”), a non-qualified deferred compensation plan for the exclusive benefit of its employees, is hereby amended and restated as of January 1, 2005. The Plan is intended to comply with Code section 409A and official guidance issued thereunder, and to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

ARTICLE I

INTRODUCTION

     Section 1.1 Name of Plan. The name of the Plan is the “Supplemental Savings Plan of General Mills, Inc.” It is also referred to as the “Supplemental Savings Plan” or the “Plan.”

     Section 1.2 Effective Date. The original effective date of the Plan is July 25, 1983, and the effective date of the amended and restated Plan is January 1, 2005.

     Section 1.3 Purpose. The purposes of the Supplemental Savings Plan are to: (i) provide a means by which a Participant may, under certain circumstances, be credited with benefits which, in the absence of restrictions imposed by Code sections 401(a)(17), 401(k), 401(m), 402(g), or 415, would be provided as Company Contributions under a Base Plan; and (ii) provide a means by which certain individuals, who are otherwise eligible to participate in this Plan, may be credited with amounts set forth under individual arrangements which the Minor Amendment Committee has approved for inclusion in this Plan.

ARTICLE II

DEFINITIONS

     Section 2.1 Account shall mean a Participant’s individual account, as described in Section 3.2 of this Plan.

     Section 2.2 Base Plan shall mean a defined contribution plan sponsored by the Company, which is qualified under the provisions of Code Section 401, including the

General Mills, Inc. 401(k) Savings Plan and such other defined contribution plans as have been declared by the Minor Amendment Committee or its delegate.

     Section 2.3 Beneficiary shall mean the beneficiary or beneficiaries designated by the Participant in writing and filed with the Minor Amendment Committee or its delegate to receive the balance, if any, remaining in the Participant’s Account upon the Participant’s death. If at the time of death there is no beneficiary properly designated or surviving, the beneficiary shall be the Participant’s spouse, or if no spouse is living at that time, the Participant’s estate. If more than one beneficiary is named and one of said named beneficiaries predeceases the Participant, the deceased named beneficiary shall be deemed not to have been named a beneficiary, and no payment shall be made to said person’s estate or otherwise. Amounts payable upon the Participant’s death shall be determined in accordance with the written beneficiary designation, but without regard to the named beneficiary who predeceased the Participant. If a beneficiary dies after a Participant but before all the payments due under the Plan have been made to that beneficiary, the remaining payments otherwise payable to the beneficiary shall be paid to the beneficiary’s estate. Determination of the beneficiary in each case shall be made by the Minor Amendment Committee or its delegate.

     Section 2.4 Board shall mean the Board of Directors of General Mills, Inc.

     Section 2.5 Change in Control occurs:

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

(b)

if individuals who, as of a given date, 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 such date 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

(c)

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

(d) upon approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

     Section 2.6 Code shall mean the Internal Revenue Code of 1986, as amended from time to time.

     Section 2.7 Company shall mean General Mills, Inc., and any of its subsidiaries or affiliated business entities authorized to participate in a Base Plan by the Board, or its delegate.

     Section 2.8 Company Contribution shall mean any contribution or other addition to be made or allocated by the Company under a Base Plan, other than a contribution made pursuant to a Participant’s election to make contributions under Code Sections 401(k) or 401(m).

     Section 2.9 ERISA shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

     Section 2.10 Key Employee shall mean an employee treated as a “specified employee” as of his Separation from Service under Code section 409A(a)(2)(B)(i), i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof) of the Company if the Company’s stock is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 following the identification date.

     Section 2.11 Limitation Year shall mean the calendar year.

     Section 2.12 Minor Amendment Committee shall mean the Minor Amendment Committee appointed by the Compensation Committee of the Board.

     Section 2.13 Participant shall mean an employee who is eligible to participate in a formal non-qualified deferred compensation program adopted by the Company and who participates in this Supplemental Savings Plan pursuant to Article III.

     Section 2.14 Separation from Service or Separate from Service means a “separation from service” within the meaning of Code section 409A; provided, however, for purposes of this determination, a reasonably anticipated permanent reduction in the level of bona fide services to 21% or less of the average level of bona fide services provided in the immediately preceding 36 months shall be deemed to be a Separation from Service.

     Section 2.15 Defined Terms. Capitalized terms which are not defined herein shall have the meaning ascribed to them in the relevant Base Plan.

ARTICLE III

PARTICIPATION

     Section 3.1 Participation. An employee described in Section 2.13 will participate in this Plan if:

(a)

as a result of the application of Code Section 415, no additional contributions can be made to the employee’s account under a Base Plan for the remainder of the applicable Limitation Year, or as a result of the application of Code Section 401(a)(17), or the application of the nondiscrimination testing limitations imposed by Code Sections 401(k) and 401(m), or the limitations imposed by Code Section 402(g), he or she cannot make any further Participant contributions to a Base Plan for the remainder of the Plan Year for the Base Plan; or

(b)

an individual deferred compensation agreement exists with respect to the employee, and the Minor Amendment Committee approves the inclusion of the amounts to be credited under such agreement as “Company Contributions” under the terms of this Plan. Once credited under this Plan, such amounts shall be subject to all provisions of this Plan.

     Section 3.2 Establishment of Accounts. The Company shall establish an Account for each Participant to which amounts shall be credited in accordance with Section 3.3. Such amounts shall be credited to Participants’ Accounts under this Plan as bookkeeping entries only.

     Section 3.3 Crediting of Company Contributions. Company Contributions may be credited to a Participant’s Account under the following circumstances:

(a)

A Participant shall be credited with amounts under this Plan equal to the additional Company Contributions that would have been made to a Base Plan with respect to such Participant for the remainder of the Plan Year or Limitation Year, as appropriate, as if the restrictions described in Section 3.1 did not apply. Such amounts shall be credited to such Participant’s Account under this Plan as of May 31 and December 31.

Such credits shall be based on the rate of total contributions elected by the Participant under the Base Plan as in effect for the period in which the applicable restriction first applies, but not more than the maximum percentage of Earnable Compensation with respect to which Company Contributions may be made pursuant to the Base Plan as in effect for the period without regard to any limitations on Company Contributions which may be imposed under the Base Plan in order to comply with the applicable limitations. In no event will amounts be credited under this Plan with respect to any Participant if the Participant is able to make any

additional contributions under the Base Plan without violating: (a) the limitations of Code section 401(a)(17); (b) the limitations of Code sections 402(g) or 415; or (c) the application of the nondiscrimination limitations under Code sections 401(k) and 401(m).

	In no event shall a Participant be credited with Contributions under a Base Plan and this Plan during a given period that would exceed the Contributions that would have been made to the Base Plan in the absence of the restrictions imposed by Code Sections 40l(a)(17), 401(k), 401(m), 402(g) and 415.
(b)	Under the terms of an individual agreement, the amount of Company Contributions shall be determined at the time the Minor Amendment Committee approves the inclusion of such amounts as Company Contributions under this Plan.

     Section 3.4 Changes in Amounts Credited to an Account. Amounts credited to a Participant’s Account shall be treated as if invested in the Moderate Balanced Fund of the Base Plan, unless the Participant has specifically requested that the contribution be attributed to a different fund, or combination of funds otherwise made available by the Minor Amendment Committee from time to time under the Base Plan. Transfers of amounts already credited to a Participant’s Account shall be permitted as of each business day provided a request is received by the Minor Amendment Committee, or its delegate, in a format acceptable to said Committee.

     Section 3.5 Distribution of Amounts Credited to an Account. Amounts credited to a Participant’s Account shall be distributed only at such times as set forth in this Section. All distributions shall be paid in cash by check.

(a)	Distribution Upon Separation. A Participant’s Account balance shall be distributed to him in a lump sum payment within 60 days following the February 1 of the calendar year next following the calendar year of the Participant’s Separation from Service.
(b)	Distribution Delay for Key Employees. Notwithstanding the foregoing, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). If a Participant’s distribution is delayed under this Section, his Account balance shall be paid within 60 days following the first day of the seventh month following the Participant’s Separation from Service (or, if earlier, within 60 days following the first day of the month after the Participant’s death).
(c)	Death. In the event of the death of a Participant prior to the date a full distribution has been made from the Participant’s Account, the Company

shall distribute the balance in such Account to the Participant’s Beneficiary, within 60 days following the February 1 of the calendar year next following the calendar year of the date of the Participant’s death.

(d)	Unforeseeable Emergency. A Participant may withdraw all or any portion of his Account balance for an Unforeseeable Emergency. The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). “Unforeseeable Emergency” means for this purpose a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
(e)	Effect of Taxation. If a portion of the Participant’s Account balance is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant.
(f)	Permitted Delays. Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Minor Amendment Committee’s reasonable anticipation of one or more of the following events:

(1)	The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or
(2)	The making of the payment would violate Federal securities laws or other applicable law;

provided, that any payment delayed pursuant to this Section 3.5(f) shall be paid in accordance with Code section 409A.

     Section 3.6 No Forfeitures of Amounts in an Account. All credited amounts in the Plan shall be fully vested. The Participant shall not forfeit any amount credited to his or her Account even though such amount would have been forfeited if such amount had been a Company Contribution under the Base Plan to which it was attributable.

     Section 3.7 Non-Assignability of Interests. The interests herein and the right to receive distributions under this Plan may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process,

and if any attempt is made to do so, or a Participant becomes bankrupt, the interests of the Participant under the Plan may be terminated by the Minor Amendment Committee, which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such Participant or make any other disposition of such interests that it deems appropriate.

     Section 3.8 Supplemental Benefits Trust. The Company has established a Supplemental Benefits Trust with Wells Fargo Bank, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations under the Plan and certain other plans of deferred compensation of the Company. In the event of a Change in Control as defined in Section 2.5 hereof, the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all benefits payable under the Plan. Any Participant of the Plan shall have the right to demand and secure specific performance of this provision. The Company may fund the Trust in the event of the occurrence of a Potential Change in Control as determined by the Compensation Committee of the Board. All assets held in the Trust remain subject only to the claims of the Company’s general creditors whose claims against the Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against the Company.

ARTICLE IV

AMENDMENT AND TERMINATION

     4.1 Amendment or Termination. The Board, or if specifically delegated, its delegate, may amend or terminate the Plan at any time, provided that no such amendment or termination shall adversely affect the amounts credited to an Account before the time of such amendment or termination; and provided, further, that the Plan may not be amended with respect to benefits accrued under this Plan prior to such amendment after a Change in Control without the written consent of a majority of Participants determined as of the day before such Change in Control.

     4.2 Effect of Amendment or Termination. Upon termination of the Plan, distribution of balances in Accounts shall be made to Participants and beneficiaries in the manner and at the time described in Section 3.5, unless the Company determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further deferrals shall be permitted; however, earnings, gains and losses shall continue to be credited to Account balances until the Account balances are fully distributed.

ARTICLE V

PLAN ADMINISTRATION

     Section 5.1 Administration. The Plan shall be administered by the Minor Amendment Committee, which has the authority to delegate its responsibilities hereunder. The Minor Amendment Committee and authorized delegates shall have the discretionary authority to interpret and construe the terms of the Plan; determine the eligibility to participate in the Plan, the nature and amount of benefits, the rights of Participants in the Plan; and decide any disputes that may arise under the Plan. Any such interpretation and/or determination shall be final and binding on all parties. The Company will pay for all distributions made pursuant to the Plan and for all costs, charges and expenses relating to the administration of the Plan.

     Section 5.2 Applicable Law. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States of America and the laws of the State of Minnesota.

     Section 5.3 Claims for Benefits.

(a)	Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Minor Amendment Committee at such address as may be specified from time to time. The Minor Amendment Committee may delegate its responsibilities and discretionary authority to make initial claim determinations under the Plan. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.
(b)	Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Minor Amendment Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.
(c)	Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Minor Amendment Committee and will clearly set forth:

(i)	the specific reason or reasons for the denial;
(ii)	specific reference to pertinent Plan provisions on which the denial is based;

(iii)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv)	an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

(d)	Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Minor Amendment Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
	If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.
(e)	Decision Upon Review. The Minor Amendment Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(i)	the specific reason or reasons for the adverse determination;
(ii)	specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
(iv)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about

such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

	A decision will be rendered no more than 60 days after the Minor Amendment Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Minor Amendment Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.
(f)	Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.
(g)	Limitations Period. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than twelve months following a final decision on the claim for benefits by the Minor Amendment Committee. The twelve months limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

     Section 5.4 Rights Unsecured. The right of a Participant or his Beneficiary to receive a distribution hereunder shall be an unsecured (but legally enforceable) claim against the general assets of the Company, and neither the Participant nor his Beneficiary shall have any rights in or against any amount credited to any Account or any other specific assets of the Company. Thus, the Plan at all times shall be considered entirely unfunded for ERISA and tax purposes. Any funds set aside by the Company for the purpose of meeting its obligations under the Plan, including any amounts held by a trustee, shall continue for all purposes to be part of the general assets of the Company and shall be available to its general creditors in the event of the Company’s bankruptcy or insolvency. The Company’s obligation under this Plan shall be that of an unfunded and unsecured promise to pay money in the future.

     Section 5.5 No Guarantee of Benefits. Nothing contained in the Plan shall constitute a guarantee by the Company or any other person or entity that the assets of the Company will be sufficient to pay any benefits hereunder.

     Section 5.6 No Enlargement of Rights. No Participant or Beneficiary shall have any right to receive a distribution under the Plan except in accordance with the terms of the Plan. Establishment of the Plan shall not be construed to give any Participant the right to continue to be employed by or provide services to the Company.

     Section 5.7 Incapacity of Recipient. If any person entitled to a distribution under the Plan is deemed by the Minor Amendment Committee to be incapable of personally receiving and giving a valid receipt for such payment, then, unless and until a claim for such payment shall have been made by a duly appointed guardian or other legal representative of such person, the Minor Amendment Committee may provide for such payment or any part thereof to be made to any other person or institution then contributing toward or providing for the care and maintenance of such person. Any such payment shall be a payment for the account of such person and a complete discharge of any liability of the Company and the Plan with respect to the payment.

     Section 5.8 Taxes. The Company or other payor may withhold from a benefit payment under the Plan or a Participant’s wages, or the Company may reduce a Participant’s Account balance, in order to meet any federal, state, or local tax withholding obligations with respect to Plan benefits. The Company or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.

     Section 5.9 Corporate Successors. The Plan and the obligations of the Company under the Plan shall become the responsibility of any successor to the Company by reason of a transfer or sale of substantially all of the assets of the Company or by the merger or consolidation of the Company into or with any other corporation or other entity.

     Section 5.10 Unclaimed Benefits. Each Participant shall keep the Minor Amendment Committee informed of his current address and the current address of his designated Beneficiary. The Minor Amendment Committee shall not be obligated to search for the whereabouts of any person if the location of a person is not made known to the Minor Amendment Committee.

     Section 5.11 Severability. In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted.

     Section 5.12 Words and Headings. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.

EX-10.12

Exhibit 10.12

SUPPLEMENTAL RETIREMENT PLAN

OF GENERAL MILLS, INC.

     Effective as of January 1, 2005, General Mills, Inc. hereby amends and restates the Supplemental Retirement Plan of General Mills, Inc. for the exclusive benefit of its eligible employees. This is the plan document from which benefits earned and vested (within the meaning of Code section 409A and official guidance thereunder) before January 1, 2005 are paid. Benefits earned, or which become vested, thereafter are not paid from this Plan.

     The Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

ARTICLE I

INTRODUCTION

     Section 1.1 Name of Plan. The name of the Plan is the “Supplemental Retirement Plan of General Mills, Inc.” It is also referred to as the “Plan.”

     Section 1.2 Effective Date and Applicability. The effective date of the Plan is January 1, 1976. This restatement of the Plan, except as may otherwise be specifically provided herein, shall not apply to Participants who separated from active service prior to January 1, 2005; such Participants shall be governed exclusively by the Plan document in existence at the time of their separation. Also, this Plan does not apply to any person who did not have a non-forfeitable right to benefits as of December 31, 2004.

     Section 1.3 Grandfather Status. It is intended that this Plan not be subject to Code section 409A. This amended and restated Plan is intended to preserve the terms of the Plan as they existed on October 3, 2004 without any “material modifications” within the meaning of Code section 409A and official guidance thereunder.

ARTICLE II

DEFINITIONS

     Section 2.1 Base Plan shall mean a defined benefit pension plan sponsored by the Company, which is qualified under the provisions of Code Section 401. With respect to any Participant in this Plan where, as of June 1, 1991, the sum of such individual’s age

and length of Company service equals or exceeds 65, Base Plan shall mean the provisions of such plan as were in effect on December 31, 1988, and benefits under this Plan shall be determined as if such provisions had continued in effect until the date of the Participant’s termination or retirement from the Company. With respect to any Participant in this Plan where, as of June 1, 1991, the sum of such individual’s age and Company service is less than 65, Base Plan shall mean the provisions of such Plan as are in effect on the date of such Participant’s termination or retirement from the Company.

     Section 2.2 Board shall mean the Board of Directors of General Mills, Inc.

     Section 2.3 Change in Control occurs:

(a)

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

(b)

if individuals who, as of a given date, 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 such date 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

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

     Section 2.4 Code shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

     Section 2.5 Company shall mean General Mills, Inc. and any of its subsidiaries or affiliated business entities as shall be authorized to participate in the Plan by the Board, or its delegate.

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     Section 2.6 Compensation Committee shall mean the Compensation Committee of the Board.

     Section 2.7 Deferred Cash Award shall mean the cash amount deferred by an individual under any formal plan of deferred compensation sponsored by the Company. A Deferred Cash Award shall not include:

(a)	any base salary which was deferred during calendar year 1986;
(b)	any interest or investment increment applied to the amount of the cash award which is deferred; or
(c)	Any cash amount deferred by any person under any individual contract or arrangement with the Company or any of its subsidiaries or affiliated business entities.

     Section 2.8 ERISA shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

     Section 2.9 409A Plan shall mean the 2005 Supplemental Retirement Plan of General Mills, Inc. under which benefits either were earned or vested after December 31, 2004 (within the meaning of Code section 409A and official guidance thereunder).

     Section 2.10 Minor Amendment Committee shall mean the Minor Amendment Committee appointed by the Compensation Committee, and shall include said Committee’s delegates.

     Section 2.11 “Maximum Benefit” shall mean the maximum annual benefit payable in dollars permitted to be either accrued or paid to a participant of any Base Plan, as determined under all applicable provisions of the Code and ERISA, specifically taking into account the limitations of Code Sections 401(a)(17) and 415, and any applicable regulations thereunder. It is specifically intended that the Maximum Benefit, as defined herein, shall take into account changes in the dollar limits under Code sections 401 (a)(17) and 415, and benefits payable from this Plan and the Base Plan shall be adjusted accordingly. In addition, if a Base Plan limits the accrued benefits of any Participant by restricting the application of future changes in such dollar limits with respect to such Participant, benefits payable under this Plan shall nevertheless be determined on the full amount that would have been permissible absent such restrictions under the Base Plan.

     Section 2.12 Participant shall mean an individual who is a participant in the Company’s Executive Incentive Plan or who is eligible to defer compensation under a formal deferred compensation program maintained by the Company, and who is:

(a) An active participant in one or more Base Plans on and after January 1, 1976 and whose accrued benefits, determined on the basis of the

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	provisions of such Base Plans without regard to the Maximum Benefit, would exceed the Maximum Benefit;
(b)	An individual with a Deferred Cash Award, which, if included as compensation under any Base Plans in which such individual is a participant, would result in a greater accrued benefit under the provisions of such Base Plans;
(c)	An active participant of the General Mills, Inc. Executive Incentive Plan who is entitled to a vested Pension under a Base Plan and who is involuntarily terminated prior to attainment of age 55, if the sum of such individual’s age and length of company service at the date of termination equals or exceeds 75; or
(d)	An individual who participates in the Retirement Income Plan of General Mills, Inc., where the sum of such individual’s age and length of Company service as of June 1, 1991 equals or exceeds 65, and who would have been entitled to a greater benefit under the provisions of the RIP at the time of his or her retirement from the Company had he or she not been considered a “highly compensated employee” for any period on or after January 1, 1989.

     An eligible individual shall remain a Participant under this Plan until all amounts payable on his or her behalf from this Plan have been paid.

     Notwithstanding any other provision of this Section 2.12, no individual who was not a Participant on or before December 31, 2004, and no individual who did not have a non-forfeitable benefit under one or more Base Plans on December 31, 2004, shall become a Participant after such date. Participants whose benefits under the Plan were not non-forfeitable as of December 31, 2004 shall have such benefits they are entitled to paid from the 409A Plan.

     Section 2.13. Defined Terms. Capitalized terms which are not defined herein shall have the meaning ascribed to them in the relevant Base Plan.

ARTICLE III

BENEFITS

     Section 3.1 Effect of Retirement. Upon the Normal, Early, Late or Disability Retirement of a Participant, as provided under a Base Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the Participant’s actual accrued benefit under such Base Plan or the Maximum Benefit.

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     If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.

     Benefits under this Section are limited as provided in Section 3.14.

     Section 3.2 Spouse’s Pension. Upon the death of a Participant whose surviving spouse is eligible for a Spouse’s Pension under a Base Plan, such surviving spouse shall be entitled to a benefit under this Plan, determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, and including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the actual Spouse’s Pension payable under such Base Plan or the Maximum Benefit.

     If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.

     Benefits under this Section are limited as provided in Section 3.14.

     Section 3.3 Effect of Termination Prior to Retirement Eligibility. If a Participant terminates employment with the Company and is entitled to a Vested Deferred Pension under a Base Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the Participant’s actual accrued benefit under such Base Plan or the Maximum Benefit.

     If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.

     Benefits under this Section are limited as provided in Section 3.14.

     Section 3.4 Benefits Prior to Separation from Service. Prior to a Participant’s separation from service due to Retirement, termination or death, benefits shall accrue under this Plan, based on the Participant’s actual accrued benefit under a Base Plan or Plans, the Maximum Benefit and Deferred Cash Awards, if any. A Participant’s benefit under this Plan may increase or decrease, before or after Retirement or termination, as a result of changes in the formula under any Base Plan, the Maximum Benefit, or changes in the earnings used to calculate benefits under a Base Plan formula.

     Any benefit accrued under this Plan as a result of a Participant’s Deferred Cash Award shall be payable only if, and to the extent that on the date of his or her termination of employment, both of the following conditions are satisfied:

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     (a) The Participant has a vested accrued benefit under the applicable Base Plan; and

     (b) A Deferred Cash Award was made during a year which is used in the calculation of Final Average Earnings under this Plan on the date of termination.

     If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.

     Benefits under this Section are limited as provided in Section 3.14.

     Section 3.5 Effect of Involuntarv Termination of EIP Participants Prior to Retirement Eligibility. In the event of the involuntary termination of an active Participant of the General Mills, Inc. Executive Incentive Plan, where the sum of such Participant’s age and years of service with the Company equals or exceeds 75 at the date of termination, and who is entitled to a Vested Deferred Pension under a Base Plan, the provisions of this Section shall apply. Subject to the aggregate limits of Section 4.4, such Participant shall be entitled to receive benefits determined under this Section, in addition to any benefit provided under Section 3.3. Such additional benefits shall be in the form of a retirement supplement, calculated as the difference between an Early Retirement Pension under the provisions of such Base Plan and a Vested Deferred Pension under such Base Plan. For purposes of clarification, no additional age or service credit is granted hereunder, and benefits may not commence prior to the time allowed under Section 3.8.

     If the Participant received a partial prepayment as described in Section 3.10, benefits payable under this Section shall be adjusted as provided in Section 3.11.

     Benefits under this Section are limited as provided in Section 3.14.

     Section 3.6 Effect of Termination of the General Mills Pension Plan. In the event of the termination of the General Mills Pension Plan within five years after a Change in Control each Participant of said plan whose benefits would then exceed the Maximum Benefit as a result of the changes required under Section 11.4 of said plan shall be entitled to receive such excess benefits under this Plan.

     Benefits under this Section are limited as provided in Section 3.14.

     Section 3.7 Form of Payment. Any benefit amount payable under the Plan to a married Participant shall be adjusted and paid in the form of a joint and 100% to survivor annuity. Any benefit amount payable under the Plan to an unmarried Participant shall be paid in the form of a single life annuity. Notwithstanding the above, a married Participant may request to have such benefit amounts adjusted and paid as a joint and 50% to survivor annuity or as a single life annuity. Further, any Participant may request, subject to the approval of the Minor Amendment Committee, that any benefit amount be paid in a single sum payment in cash, effective as of the first day monthly benefits would

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otherwise begin. Any request for an alternate form of benefit may be made at any time before payment commences under Section 3.8. The Minor Amendment Committee may approve or reject any such request in its sole discretion.

     Any joint and survivor annuity shall be the actuarial equivalent of a single life annuity based on the following factors, determined using the ages of the Participant and spouse on the effective date of the payment:

     (a) For benefits commencing after January 1, 1989, the formula for the joint and 100% to survivor factor is:

.868 + .005 (65 - X) + .005 (Y - X), where X is equal to the Participant’s
age and Y is equal to the age of the spouse.

The formula for the joint and 50 % to survivor factor is:

.928 + .003 (65 - X) + .003 (Y - X), where X is equal to the Participant’s
age and Y is equal to the age of the spouse.

     (b) For benefits commencing on or before January 1, 1989, the formula for the joint and 100% to survivor factor is:

.815 + .007 (63 - X) + .007 (Y - X), where X is equal to the Participant’s
age and Y is equal to the age of the spouse.

The formula for the joint and 50% to survivor factor is:

.898 + .004 (63 - X) + .004 (Y - X), where X is equal to the Participant’s
age and Y is equal to the age of the spouse.

Unless a Participant has elected otherwise, if the present value of the Participant’s benefit under this Plan is $10,000 or less at the time such benefit amount is scheduled to commence, the entire benefit amount shall be distributed in an immediate lump sum payment. For the purpose of calculating any lump sum payment, or determining the present value under the immediately preceding sentence, the interest rate used shall be the immediate annuity interest rate determined by the Pension Benefit Guaranty Corporation as in effect on the first day of the year in which a distribution is to be made.

Section 3.8 Time of Payment. Payments shall commence on the first day of the month coincident with or next following the date upon which a Participant (or surviving spouse) first becomes eligible to commence receiving benefits under the Base Plan or Plans, regardless of the time benefits actually commence under the Base Plan. Notwithstanding any other provisions of the Plan to the contrary, the Minor Amendment Committee may, in its sole discretion, direct that payments be made before such payments are otherwise due, if, for any reason (including but not limited to, a change in the tax or revenue laws of the United States of America, a published ruling or similar

7

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 Participant or Beneficiary), it believes that a Participant or Beneficiary has recognized or will recognize income for federal income tax purposes with respect to amounts that are or will be payable under the Plan before they are to be paid. In making this determination, the Minor Amendment Committee shall take into account the hardship that would be imposed on the Participant or Beneficiary by the payment of federal income taxes under such circumstances.

     Section 3.9 Effect of Increases in the Maximum Benefit. In the event the dollar amount of the Maximum Benefit increases as a result of federal legislation, the benefits of any Participant payable under the Plan, whether or not in pay status, shall be recalculated to take into account the higher Maximum Benefit payable from the applicable Base Plan. If payments have already commenced under the provisions of the applicable Base Plan and the Plan, benefit amounts under both Plans shall be adjusted to reflect the higher Maximum Benefit, by increasing the amount paid under the Base Plan and decreasing the amount paid under the Plan, as soon as administratively possible after such a change. Notwithstanding the above, if a Base Plan is terminated, no adjustments shall be made to benefits payable under the Plan with respect to changes in the Maximum Benefit after the date of termination of the Base Plan.

     Section 3.10 Partial Prepayment. Notwithstanding any other provisions of this Plan, partial prepayment of benefits may be made from time to time, pursuant to amendments to this Section. Prepayments so authorized are described as follows:

     (a)

(1)	The first prepayment was authorized to be made in January, 1988 to those active Participants who, on December 31, 1987, had earned vested accrued benefits under one or more Base Plans equal to the Maximum Benefit then in effect, payable at December 31, 1987, or age 55, if later.
(2)	The second prepayment was authorized to be made on or after October, 1988 and before December 31, 1988, to those active Participants who had earned vested accrued benefits under one or more Base Plans, when projected to December 31, 1988, equal to the Maximum Benefit then in effect, payable at December 31, 1988, or age 55, if later.
(3)	The third prepayment was authorized to be made in December, 1989, to those active Participants who, if the Base Plans had continued in effect through December 31, 1989 as in effect on December 31, 1988, would have earned vested accrued benefits under such Base Plans equal to the Maximum Benefit then in effect, payable at January 1, 1990, or at age 55 if later.
(4)	The fourth prepayment was authorized to be made in October, 1990, to those active Participants who, if the Base Plans had

8

	continued in effect through December 31, 1990, as in effect on December 31, 1988, would have earned vested accrued benefits under such Base Plans equal to the Maximum Benefit then in effect, payable at January 1, 1991, or at age 55 if later.
(5)	The fifth prepayment was authorized to be made in December, 1991, to those active Participants who had earned vested accrued benefits under one or more Base Plans, when projected to December 31, 1991, equal to the Maximum Benefit then in effect, payable at December 31, 1991, or age 55, if later, but only to the extent that, when estimated benefits payable at each Participant’s normal retirement age were projected, the Participant’s additional benefits payable from this Plan at such normal retirement date were equal to or greater than zero.
(6)	The sixth prepayment was authorized to be made in December, 1992, to those active Participants who had earned vested accrued benefits under one or more Base Plans, when projected to December 31, 1992, equal to the Maximum Benefit then in effect, payable at December 31, 1992, but only to the extent that, when estimated benefits payable at each Participant’s normal retirement age (or announced early retirement age, if earlier) were projected, the Participant’s additional benefits payable from this Plan at such retirement date were equal to or greater than zero.

(b)	For such Participants identified in (a) above who were eligible for a Normal or Early Retirement under the applicable Base Plan as of the stated dates, a monthly benefit payable under this Plan was calculated as if (i) retirement actually occurred on the stated date, and (ii) the benefits payable under the applicable Base Plans were paid under the normal form of payment provided in such Base Plans. The resulting benefit payable under the provisions of this Plan shall be calculated as if payable in the form of an annuity for the life of such Participant.
(c)	For such Participants who are participating in the Company’s Executive Incentive Plan but are not eligible for a Normal or Early Retirement under the applicable Base Plans as of the stated date, a monthly benefit payable under this Plan is calculated under the provisions of Section 3.5 as if (i) such a Participant’s involuntary termination occurred as of the stated date, and (ii) the benefit payable under the applicable Base Plan is paid under the normal form of payment provided in such Base Plans. The resulting benefit payable under the provisions of this Plan shall be calculated as if payable in the form of an annuity payable for the life of such Participant.
(d)	The present value of the monthly benefits payable under this Plan as calculated above shall be based on the immediate annuity interest rates determined by the Pension Benefit Guaranty Corporation as in effect on the January 1 of the year of any such authorized prepayment.

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(e) In the event the Compensation Committee, or its delegate, believes that payment of the entire present value of any amounts calculated pursuant to this Section may result in an overpayment of amounts that would have been payable under this Plan upon the actual retirement or separation from service of any of such Participants, without regard to the provisions of this Section, the Compensation Committee, or its delegate, shall reduce the amount of the single sum payment as the Compensation Committee, or its delegate, in its sole discretion, deems appropriate.

     Section 3.11 Adjustment for Prepayment. With respect to any Participant who received a prepayment of benefits under Section 3.10 above, the benefits due upon Retirement, separation or death under Sections 3.1, 3.2, 3.3, 3.4 or 3.5, or a subsequent prepayment of benefits due under Section 3.10, shall be adjusted to reflect the prepayment of benefits in the following manner:

(a)	The monthly benefit payable under the applicable section shall be calculated first without regard to prepayment, under a life only form of payment.
(b)	The offset for each prepayment shall be calculated based on a lump sum future value of the amount of the prepayment. Such amount will be calculated using the time period from the stated date as of which the prepayment was calculated to the date of the Participant’s retirement, separation, subsequent payment date, or death, and an annual interest rate equal to 66.2% of the immediate annuity interest rate used to calculate the lump sum value of such prepayment, on the after-tax value of the prepayment. The after-tax value of the prepayment shall be based on an effective annual tax rate of 33.8%. This same rate shall be used to compute a before-tax value for offset purposes. The resulting lump sum future value is to be converted to a life annuity figure using the 1983 Group Annuity Mortality table for males.
(c)	The result in (b) above shall be subtracted from (a) above after both figures have been adjusted for the appropriate form of benefit selected by the Participant (or spouse, in the event of the Participant’s death). The result shall be the additional benefit remaining, if any, to be paid from this Plan. In the event of multiple prepayments for such a Participant, the offset for each prepayment shall be calculated separately and applied to the benefit in (a) above in the order in which paid. In the event the amount (or amounts in the event of multiple payments) determined in (b) above is equal to the amount determined in (a) above, no additional benefits shall be payable under this Plan. If the amount (or amounts in the event of multiple payments) determined in (b) above is greater than the amount determined in (a) above, the Company shall be entitled to recover the amount of any excess prepayments from the Participant and may

10

withhold and retain sums which would otherwise be payable to the Participant under any other nonqualified plan of the Company in satisfaction of the excess prepayment.

     Section 3.12 Participants Formerly on Leave to General Mills Restaurants. Inc. Participants in this Plan (i) who were active participants in the Retirement Income Plan of General Mills, Inc. (“RIP”) on “leave of absence status” to General Mills Restaurants, Inc. and (ii) whose leaves were canceled effective as of May 31, 1991, may be entitled to additional benefits under this Plan as described below. In addition to any benefits that such a Participant may be entitled to under the provisions of this Article III, this Plan shall also pay the difference, if any, between the total benefits the Participant is entitled to from the Base Plan in which he or she is participating at the time of termination and this Plan, and the total benefits the Participant would have been entitled to from the RIP and this Plan, had the Participant continued to participate in the RIP until the date of the Participant’s termination of employment or Retirement.

     Benefits under this Section are limited as provided in Section 3.14.

     Section 3.13 Presidents of General Mills Restaurants. Inc. Participants in this Plan who were employed as Presidents of a General Mills Restaurants, Inc. division as of May 31, 1994, were not eligible for any benefit accrual under the terms of the Base Plan in which they participated for the period from January 1, 1989 through May 31, 1994. Benefits shall accrue under the terms of this Plan equal to the entire benefit which would have accrued to such individuals under the applicable Base Plan for this period. The form and timing of such payments shall be subject to all provisions of this Plan.

     Section 3.14 Preservation of Grandfathered Benefit. Notwithstanding any other provision of the Plan to the contrary, benefits payable under this restatement of the Plan shall be limited to a Participant’s “Grandfathered Benefit”. Each Participant’s Grandfathered Benefit shall equal the present value of the benefit to which the Participant would have been entitled if he or she voluntarily terminated services, without cause, with General Mills on December 31, 2004 and received a payment of said benefits on the earliest possible date allowed under the Plan, in the form of a single life annuity. For purposes of calculating the Grandfathered Benefit the actual benefit commencement date will be taken into account, but without regard to the actual form of payment elected, any further services rendered after December 31, 2004, or any other event affecting the amount or entitlement to benefits.

     For purposes of this Section 3.14, the present value of benefits is calculated using the interest rate and mortality table applicable under Code section 417(e) as of December 31, 2004 (i.e., 4.74% interest and the 94 GAR mortality table referenced in Revenue Ruling 2001-62).

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ARTICLE IV

PLAN ADMINISTRATION

     Section 4.1 Administration. The Plan shall be administered by the Minor Amendment Committee, which has the authority to delegate its responsibilities hereunder. The Minor Amendment Committee and authorized delegates shall have the discretionary authority to interpret and construe the terms of the Plan; determine the eligibility to participate in the Plan, the nature and amount of benefits, the rights of Participants in the Plan; and decide any disputes that may arise under the Plan. Any such interpretation and/or determination shall be final and binding on all parties. The Company will pay for all distributions made pursuant to the Plan and for all costs, charges and expenses relating to the administration of the Plan.

     Section 4.2 Delegated Duties. The Minor Amendment Committee shall have the authority to delegate the duties and responsibilities of administering the Plan, maintaining records, issuing such rules and regulations as it deems appropriate, and making the payments hereunder to such employees or agents of the Company as it deems proper. All authority vested in the Minor Amendment Committee shall also be vested in the Committee’s delegates.

     Section 4.3 Amendment and Termination. The Minor Amendment Committee may amend, modify or terminate the Plan at any time, provided, however, that no such amendment, modification or termination shall adversely affect any accrued benefit under the Plan to which a Participant, or the Participant’s Beneficiary, is entitled under Article III prior to the date of such amendment or termination, and in which such Participant, or the Participant’s Beneficiary, would have been vested if such benefit had been provided under the applicable Base Plan, unless the Participant, or the Participant’s Beneficiary, becomes entitled to an amount equal to the cash value of such benefit under another plan, program or practice adopted by the Company. Notwithstanding the above, no amendment, modification, or termination which would affect benefits accrued under this Plan prior to such amendment, modification or termination may occur after a Change in Control without the written consent of a majority of the Participants determined as of the day before such Change in Control. Moreover, it is intended that no amendment to the Plan shall result in a “material modification” to Grandfathered Amounts.

     Section 4.4 Payments. General Mills, Inc. will pay all benefits arising under this Plan and all costs, charges and expenses relating thereto. The benefits payable under this Plan to each Participant shall not be greater than what would have been paid in the aggregate under the Base Plan (i) in the absence of federal limitations on benefit amounts, (ii) if amounts deferred had been paid to the Participant when earned, and (iii) with respect to Section 3.5, the Participant had actually been eligible for Early Retirement under the Base Plan.

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     Section 4.5 Claims for Benefits.

     (a) Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Minor Amendment Committee at such address as may be specified from time to time. The Minor Amendment Committee may delegate its responsibilities and discretionary authority to make initial claim determinations under the Plan. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

     (b) Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Minor Amendment Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

     (c) Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Minor Amendment Committee or its delegate and will clearly set forth:

(i)	the specific reason or reasons for the denial;
(ii)	specific reference to pertinent Plan provisions on which the denial is based;
(iii)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv)	an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

     (d) Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Minor Amendment Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

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     If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

     (e) Decision Upon Review. The Minor Amendment Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(i)	the specific reason or reasons for the adverse determination;
(ii)	specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
(iv)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

     A decision will be rendered no more than 60 days after the Minor Amendment Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Minor Amendment Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

     (f) Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.

     (g) Limitations Period. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than twelve (12) months following a

14

final decision on the claim for benefits by the Minor Amendment Committee. The twelve-month limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

     Section 4.6 Non-Assignability of Benefits. Neither any benefit payable hereunder nor the right to receive any future benefit payable under the Plan may be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the interest under the Plan of the person affected may be terminated by the Compensation Committee which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such benefits that it deems appropriate.

     Section 4.7 Applicable Law. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and the laws of the State applicable to the Base Plan covering the Participant.

     Section 4.8 Supplemental Benefits Trust. General Mills, Inc. has established a Supplemental Benefits Trust with Wells Fargo Bank Minneapolis, N.A. as Trustee to hold assets of General Mills, Inc. under certain circumstances as a reserve for the discharge of the company’s obligations under the Plan and certain other plans of deferred compensation. In the event of a Change in Control as defined in Section 2.3 hereof, General Mills, Inc. shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all benefits payable under the Plan. Any Participant of the Plan shall have the right to demand and secure specific performance of this provision. General Mills, Inc. may fund the Trust in the event of the occurrence of a Potential Change in Control as determined by the Finance Committee of the Board. All assets held in the Trust remain subject only to the claims of the general creditors of General Mills, Inc. whose claims against the company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against General Mills, Inc.

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EX-10.13

Exhibit 10.13

2005 SUPPLEMENTAL RETIREMENT PLAN
OF GENERAL MILLS, INC.

     Effective as of January 1, 2005, General Mills, Inc. hereby amends and restates the Supplemental Retirement Plan of General Mills, Inc. and renames this portion of it the “2005 Supplemental Retirement Plan of General Mills, Inc.” for the exclusive benefit of its eligible employees. The provisions of this amended and restated Plan are applicable only to amounts that are not covered by the terms of the Supplemental Retirement Plan of General Mills, Inc. (As Grandfathered Effective January 1, 2005), referred to herein as the “Grandfathered Plan,” because they were not earned and vested by December 31, 2004. Amounts earned and vested by December 31, 2004 are covered exclusively by the terms of the Grandfathered Plan.

     This Plan is intended (1) to comply with Code section 409A and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

ARTICLE I

INTRODUCTION

     Section 1.1 Name of Plan. The name of the Plan is the “2005 Supplemental Retirement Plan of General Mills, Inc.” It is also referred to as the “Plan.”

     Section 1.2 Effective Date. The effective date of the Plan is January 1, 2005. The Plan, except as may otherwise be specifically provided herein, shall not apply to Participants who separated from active service prior to January 1, 2005; such Participants shall be governed exclusively by the Plan document in existence at the time of their separation. Also, this Plan does not apply to the benefits of any Participant where such benefits were earned and vested as of December 31, 2004.

ARTICLE II

DEFINITIONS

     Section 2.1 Base Plan shall mean a defined benefit pension plan sponsored by the Company, which is qualified under the provisions of Code Section 401.

     Section 2.2 Board shall mean the Board of Directors of General Mills, Inc.

     Section 2.3 Change in Control occurs:

(a)	upon the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (iv) any acquisition by any corporation pursuant to a transaction that complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of the Outstanding Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (i) or (ii) above, and such Person subsequently acquires beneficial ownership of additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or
(b)	if individuals who, as of a given date, 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 such date 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
(c)	upon the approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (i) all or substantially all of the individuals

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and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Company Voting Securities, (ii) no person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock or the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors or the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(d) upon approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

     Section 2.4 Code shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

     Section 2.5 Company shall mean General Mills, Inc. and any of its subsidiaries or affiliated business entities as shall be authorized to participate in the Plan by the Board, or its delegate.

     Section 2.6 Compensation Committee shall mean the Compensation Committee of the Board.

     Section 2.7 Deferred Cash Award shall mean the cash amount deferred by an individual under any formal plan of deferred compensation sponsored by the Company. A Deferred Cash Award shall not include:

(a)	any base salary which was deferred during calendar year 1986;
(b)	any interest or investment increment applied to the amount of the cash award which is deferred; or

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(c) Any cash amount deferred by any person under any individual contract or arrangement with the Company or any of its subsidiaries or affiliated business entities.

     Section 2.8 ERISA shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

     Section 2.9 Grandfathered Plan shall mean the Supplemental Retirement Plan of General Mills, Inc. (As Grandfathered Effective January 1, 2005) under which benefits were earned and vested as of December 31, 2004 (within the meaning of Code section 409A and official guidance thereunder).

     Section 2.10 Key Employee shall mean an employee treated as a “specified employee” as of his Separation from Service under Code section 409A(a)(2)(B)(i) of the Company if the Company’s stock is publicly traded on an established securities market or otherwise (i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof)). Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 following the identification date.

     Section 2.11 Minor Amendment Committee shall mean the Minor Amendment Committee appointed by the Compensation Committee, and shall include said Committee’s delegates.

     Section 2.12 “Maximum Benefit” shall mean the maximum annual benefit payable in dollars permitted to be either accrued or paid to a participant of any Base Plan, as determined under all applicable provisions of the Code and ERISA, specifically taking into account the limitations of Code Sections 401(a)(17) and 415, and any applicable regulations thereunder. It is specifically intended that the Maximum Benefit, as defined herein, shall take into account changes in the dollar limits under Code sections 401(a)(17) and 415, and benefits payable from this Plan and the Base Plan shall be adjusted accordingly. In addition, if a Base Plan limits the accrued benefits of any Participant by restricting the application of future changes in such dollar limits with respect to such Participant, benefits payable under this Plan shall nevertheless be determined on the full amount that would have been permissible absent such restrictions under the Base Plan.

     Section 2.13 Participant shall mean an individual who is a participant in the Company’s Executive Incentive Plan or who is eligible to defer compensation under a formal deferred compensation program maintained by the Company, and who is:

(a) An active participant in one or more Base Plans on and after January 1, 2005 and whose accrued benefits, determined on the basis of the provisions of such Base Plans without regard to the Maximum Benefit, would exceed the Maximum Benefit;

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(b)	An individual with a Deferred Cash Award, which, if included as compensation under any Base Plans in which such individual is a participant, would result in a greater accrued benefit under the provisions of such Base Plans; or
(c)	An active participant of the General Mills, Inc. Executive Incentive Plan who is entitled to a vested Pension under a Base Plan and who is involuntarily terminated prior to attainment of age 55, if the sum of such individual’s age and length of company service at the date of termination equals or exceeds 75.

An eligible individual shall remain a Participant under this Plan until all amounts payable on his or her behalf from this Plan have been paid.

     Section 2.14 Separation from Service shall mean a “separation from service” within the meaning of Code section 409A; provided, however, for purposes of this determination, a reasonably anticipated permanent reduction in the level of bona fide services to 21% or less of the average level of bona fide services provided in the immediately preceding 36 months shall be deemed to be a Separation from Service.

     Section 2.15 Defined Terms. Capitalized terms which are not defined herein shall have the meaning ascribed to them in the relevant Base Plan.

ARTICLE III

BENEFITS

     This Article describes how a Participant’s total benefit under the Plan and the Grandfathered Plan (if applicable) is calculated. Any portion of a Participant’s benefit covered by the Grandfathered Plan will be distributed in accordance with the terms of the Grandfathered Plan and will not be subject to the distribution rules of this Article III. The remaining portion of a Participant’s benefit will be distributed in accordance with the terms of this Article III.

     Section 3.1 Effect of Retirement. Upon the Normal, Early, or Late Retirement of a Participant, as provided under a Base Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the Participant’s actual accrued benefit under such Base Plan or the Maximum Benefit.

     Section 3.2 Spouse’s Pension. Upon the death of a Participant whose surviving spouse is eligible for a Spouse’s Pension under a Base Plan, such surviving spouse shall be entitled to a benefit under this Plan, determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, and including as

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compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the actual Spouse’s Pension payable under such Base Plan or the Maximum Benefit.

     Section 3.3 Effect of Termination Prior to Retirement Eligibility. If a Participant terminates employment with the Company and is entitled to a Vested Deferred Pension under a Base Plan, such Participant shall be entitled to a benefit equal to the amount determined in accordance with the provisions of the Base Plan without regard to the limitations of the Maximum Benefit, including as compensation for purposes of such calculation any Deferred Cash Award (as if actually paid at the time of the award), reduced by the lesser of the Participant’s actual accrued benefit under such Base Plan or the Maximum Benefit.

     Section 3.4 Benefits Prior to Separation from Service. Prior to a Participant’s separation from service due to Retirement, termination or death, benefits shall accrue under this Plan, based on the Participant’s actual accrued benefit under a Base Plan or Plans, the Maximum Benefit and Deferred Cash Awards, if any. A Participant’s benefit under this Plan may increase or decrease, before or after Retirement or termination, as a result of changes in the formula under any Base Plan, the Maximum Benefit, or changes in the earnings used to calculate benefits under a Base Plan formula.

     Any benefit accrued under this Plan as a result of a Participant’s Deferred Cash Award shall be payable only if, and to the extent that on the date of his or her termination of employment, both of the following conditions are satisfied:

     (a) The Participant has a vested accrued benefit under the applicable Base Plan; and

     (b) A Deferred Cash Award was made during a year which is used in the calculation of Final Average Earnings under this Plan on the date of termination.

     Section 3.5 Effect of Involuntary Termination of EIP Participants Prior to Retirement Eligibility. In the event of the involuntary termination of an active Participant of the General Mills, Inc. Executive Incentive Plan, where the sum of such Participant’s age and years of service with the Company equals or exceeds 75 at the date of termination, and who is entitled to a Vested Deferred Pension under a Base Plan, the provisions of this Section shall apply. Subject to the aggregate limits of Section 4.4, such Participant shall be entitled to receive benefits determined under this Section, in addition to any benefit provided under Section 3.3. Such additional benefits shall be in the form of a retirement supplement, calculated as the difference between an Early Retirement Pension under the provisions of such Base Plan and a Vested Deferred Pension under such Base Plan. For purposes of clarification, no additional age or service credit is granted hereunder, and benefits may not commence prior to the time allowed under Section 3.8.

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     Section 3.6 Effect of Change in Control. Upon a Change in Control, all Participants shall be immediately vested in their Plan benefits, regardless of their vested status under any Base Plan. In the event of the termination of the General Mills Pension Plan within five years after a Change in Control each Participant of said plan whose benefits would then exceed the Maximum Benefit as a result of the changes required under Section 11.4 of said plan shall be entitled to receive such excess benefits under this Plan.

     Section 3.7 Form of Payment. Any benefit amount payable under the Plan to a married Participant shall be adjusted and paid in the form of a joint and 100% to survivor annuity. Any benefit amount payable under the Plan to an unmarried Participant shall be paid in the form of a single life annuity. Notwithstanding the above, all Participants may request to have such benefit amounts adjusted (if applicable) and paid as a joint and 100% to survivor annuity, joint and 50% to survivor annuity or as a single life annuity. Any request for an alternate form of benefit may be made at any time before payment commences under Section 3.8.

     A benefit payable to a surviving spouse under Section 3.2 shall be paid in the form of a single life annuity.

     Notwithstanding the above, if the present value of a Participant’s benefit amount under this Plan is $10,000 or less at the time such benefit amount is scheduled to commence, the entire benefit amount shall be distributed in an immediate lump sum payment. For purposes of this Section 3.7, the present value of benefits is calculated using the applicable interest rate under Code section 417(e) as of the October immediately preceding the calendar year in which a distribution is to be made and the applicable mortality table under Code section 417(e) in effect as of said date.

     Any joint and survivor annuity shall be the actuarial equivalent of a single life annuity based on the following factors, determined using the ages of the Participant and spouse on the effective date of the payment:

Interest Rate:	7.5% per year
Mortality Table:	Basic Table — 94 GAR per Revenue Ruling 2001-62; unisex Adjustment — 50% male, or such other table as is provided under Code section 417(e).

     Section 3.8 Time of Payment. Plan benefits shall be paid or commence within 90 days following the later to occur of (a) the Participant attaining age 55, or (b) the Participant’s Separation from Service.

     For purposes of payment commencement to a surviving spouse under Section 3.2, the first annuity payment shall be made within 90 days following the later to occur of (a) the date the Participant would have attained age 55, and (b) the date of the Participant’s death.

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     Notwithstanding the above, in the event that a Participant is a Key Employee and payments are to commence based on his Separation from Service, the distributions to such Participant shall commence no earlier than six months following the date of his Separation from Service (or, if earlier, the date of the Participant’s death). Amounts payable to the Participant during such period of delay shall be accumulated and paid on the first day of the seventh month following the Participant’s Separation from Service (or, if earlier, the first day of the month after the Participant’s death). Interest shall accrue on such amounts during the period of delay at an annual rate equal to the Prime Rate plus one-percent (1%). For purposes of this Section 3.8, “Prime Rate” means the prime rate listed in the Wall Street Journal banking survey for the business day coincident with or next following the date of the Participant’s benefit commencement date.

     Section 3.9 Effect of Increases in the Maximum Benefit. In the event the dollar amount of the Maximum Benefit increases as a result of federal legislation, the benefits of any Participant payable under the Plan, whether or not in pay status, shall be recalculated to take into account the higher Maximum Benefit payable from the applicable Base Plan. If payments have already commenced under the provisions of the applicable Base Plan and the Plan, benefit amounts under both Plans shall be adjusted to reflect the higher Maximum Benefit, by increasing the amount paid under the Base Plan and decreasing the amount paid under the Plan, as soon as administratively possible after such a change. Notwithstanding the above, if a Base Plan is terminated, no adjustments shall be made to benefits payable under the Plan with respect to changes in the Maximum Benefit after the date of termination of the Base Plan.

     Section 3.10 Effect of Early Taxation. If the Participant’s benefits under the Plan are includible in income pursuant to Code section 409A, such benefits shall be distributed immediately to the Participant.

     Section 3.11 Permitted Delays. Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Minor Amendment Committee’s reasonable anticipation of one or more of the following events:

(a)	The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or
(b)	The making of the payment would violate Federal securities laws or other applicable law;

provided, that any payment delayed pursuant to this Section 3.11 shall be paid in accordance with Code section 409A.

     Section 3.12 Special Transition Rule During 2005. Any Participant who Separated from Service during 2005 shall have his or her benefit that is otherwise payable from this Plan paid in a lump sum as soon as administratively feasible after said Separation from Service. These distributions shall be made in accordance with the

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relevant provisions of IRS Notice 2005-1. After 2005, the provisions of this Article III shall apply as otherwise applicable.

     Section 3.13 Special Eligibility and Vesting Rule. Notwithstanding any other provision of this Article III, for purposes of this Plan if a Participant is entitled to the special vesting acceleration provided under Sections 4.4 (of Plan A) or 4.7 (of Plan B) of the Separation Pay and Benefits Program for Officers of General Mills, Inc., he or she will be treated as being fully vested and eligible for a Normal, Early or Late Retirement under the relevant Base Plan. The determination of whether a retirement is a Normal, Early or Late Retirement shall be made without regard to any service requirements under the Base Plan. For purposes of clarity, Participants entitled to a benefit solely as a result of this Section 3.13 shall have the entire amount of their benefit, including the portion which is below the Maximum Benefit, paid under this Plan.

ARTICLE IV

PLAN ADMINISTRATION

     Section 4.1 Administration. The Plan shall be administered by the Minor Amendment Committee, which has the authority to delegate its responsibilities hereunder. The Minor Amendment Committee and authorized delegates shall have the discretionary authority to interpret and construe the terms of the Plan; determine the eligibility to participate in the Plan, the nature and amount of benefits, the rights of Participants in the Plan; and decide any disputes that may arise under the Plan. Any such interpretation and/or determination shall be final and binding on all parties. The Company will pay for all distributions made pursuant to the Plan and for all costs, charges and expenses relating to the administration of the Plan.

     Section 4.2 Delegated Duties. The Minor Amendment Committee shall have the authority to delegate the duties and responsibilities of administering the Plan, maintaining records, issuing such rules and regulations as it deems appropriate, and making the payments hereunder to such employees or agents of the Company as it deems proper. All authority vested in the Minor Amendment Committee shall also be vested in the Committee’s delegates.

     Section 4.3 Amendment and Termination. The Minor Amendment Committee may amend, modify or terminate the Plan at any time; provided, however, that no such amendment, modification or termination shall adversely affect any accrued benefit under the Plan to which a Participant, or the Participant’s Beneficiary, is entitled under Article III prior to the date of such amendment or termination, and in which such Participant, or the Participant’s Beneficiary, would have been vested if such benefit had been provided under the applicable Base Plan. Notwithstanding the above, no amendment, modification, or termination which would affect benefits accrued under this Plan prior to such amendment, modification or termination may occur after a Change in Control without the written consent of a majority of the Participants determined as of the day before such Change in Control.

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     Upon termination of the Plan, distribution of Plan benefits shall be made to Participants and Beneficiaries in the same manner and at the time described in Article III, unless the Company determines in its sole discretion that all such amounts be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further benefit accruals shall occur.

     Section 4.4 Payments. General Mills, Inc. will pay all benefits arising under this Plan and all costs, charges and expenses relating thereto. The benefits payable under this Plan to each Participant shall not be greater than what would have been paid in the aggregate under the Base Plan (i) in the absence of federal limitations on benefit amounts, (ii) if amounts deferred had been paid to the Participant when earned, and (iii) with respect to Section 3.5, the Participant had actually been eligible for Early Retirement under the Base Plan.

     Section 4.5 Claims for Benefits.

     (a) Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Minor Amendment Committee at such address as may be specified from time to time. The Minor Amendment Committee may delegate its responsibilities and discretionary authority to make initial claim determinations under the Plan. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

     (b) Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Minor Amendment Committee. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

     (c) Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Minor Amendment Committee and will clearly set forth:

(i)	the specific reason or reasons for the denial;
(ii)	specific reference to pertinent Plan provisions on which the denial is based;
(iii)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv)	an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s

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right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

     (d) Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Minor Amendment Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

     If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

     (e) Decision Upon Review. The Minor Amendment Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(i)	the specific reason or reasons for the adverse determination;
(ii)	specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
(iv)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

     A decision will be rendered no more than 60 days after the Minor Amendment Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Minor Amendment Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

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     (f) Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.

     (g) Limitations Period. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than twelve (12) months following a final decision on the claim for benefits by the Minor Amendment Committee. The twelve-month limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

     Section 4.6 Non-Assignability of Benefits. Neither any benefit payable hereunder nor the right to receive any future benefit payable under the Plan may be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the interest under the Plan of the person affected may be terminated by the Compensation Committee which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such person or make any other disposition of such benefits that it deems appropriate.

     Section 4.7 Applicable Law. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and the laws of the State applicable to the Base Plan covering the Participant.

     Section 4.8 Supplemental Benefits Trust. The Company has established a Supplemental Benefits Trust with Wells Fargo Bank Minneapolis, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations under the Plan and certain other plans of deferred compensation of the Company. In the event of a Change in Control as defined in Section 2.3 hereof, the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all benefits payable under the Plan. Any Participant of the Plan shall have the right to demand and secure specific performance of this provision. The Company may fund the Trust in the event of the occurrence of a potential Change in Control as determined by the Finance Committee of the Board. All assets held in the Trust remain subject only to the claims of the Company’s general creditors whose claims against the Company are not satisfied because of the Company’s

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bankruptcy or insolvency (as those terms are defined in the Trust Agreement). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against General Mills, Inc.

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EX-10.14

Exhibit 10.14

GENERAL MILLS, INC.

DEFERRED COMPENSATION PLAN

(Grandfathered)

1.	HISTORY AND PURPOSE
	General Mills, Inc. (the “Company”) established the General Mills, Inc. Deferred Compensation Plan for a select group of the key management and highly compensated employees of the Company and its affiliates as a means of sheltering a portion of income from current taxation while accumulating resources for future investments or retirement. Under the Deferred Compensation Plan, Participants could defer cash incentives, common stock issued under the Company’s stock option plans, and restricted stock units issued under the Company’s various stock plans granting restricted stock.
	This amended and restated version of the General Mills, Inc. Deferred Compensation Plan, the General Mills, Inc. Deferred Compensation Plan (Grandfathered) (the “Plan”) applies exclusively to amounts earned and vested (within the meaning of section 409A of the Internal Revenue Code (the “Code”) and regulations thereunder) before January 1, 2005, and is intended to be grandfathered from Code section 409A. No new deferrals may be made under this Plan after December 31, 2004. Deferrals made after 2004 are subject to the General Mills, Inc. 2005 Deferred Compensation Plan. It is further intended that no “material modification” be made to the Plan, as that term is used in Treasury Regulations governing §409A, whether by this amendment and restatement or otherwise.
	In addition, this Plan is intended to be a successor plan with respect to certain liabilities on behalf of certain individuals who had deferred compensation accounts under the Nonqualified Deferred Plan for Pillsbury Management and the Pillsbury Deferred Compensation Program for Officers on U.S. Assignment immediately before April 1, 2002, which liabilities were transferred to the General Mills, Inc. Deferred Compensation Plan as a result of the merger of The Pillsbury Company and General Mills, Inc.
2.	ELIGIBILITY
	An individual is a Participant in the Plan if, prior to January 1, 2005, such individual (i) was a Participant in the Executive Incentive Plan, as it was amended from time to time, (ii) was selected by management to participate in “Compensation Plus,” or (iii) had an individual agreement, approved by the Minor Amendment Committee, which provides for participation in this Plan, and elected to defer compensation or receipt of Common Stock pursuant to the provisions of any of these programs or the agreement. Notwithstanding the foregoing, the Minor Amendment Committee had the discretionary authority to exclude from participation employees or groups of employees of the Company who would otherwise have been eligible under this Plan. No new Participants shall become eligible under this Plan after December 31, 2004.

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3. PLAN ADMINISTRATION

(i)	Minor Amendment Committee. Except as provided below, this Plan shall be administered by the Minor Amendment Committee, which shall act by affirmative vote of a majority of its members. The Minor Amendment Committee shall appoint a secretary who may be but need not be one of its own members. The secretary shall keep complete records of the administration of the Plan. The Minor Amendment Committee may authorize each and any one of its members to perform routine acts and to sign documents on its behalf. To the extent necessary to maintain any exemption under Rule 16b-3 or any successor rule (“Rule 16b-3”) under the Securities Exchange Act of 1934 as to certain officers of the Company, the Compensation Committee of the Board of Directors (the “Committee”) shall administer certain portions of this Plan.
(ii)	Plan Administration.
	Administration of the Plan shall consist of interpreting and carrying out the provisions of the Plan. The Minor Amendment Committee is endowed with the discretionary authority to interpret the terms of the Plan, determine the eligibility of employees to participate in the Plan, the rights of Participants in the Plan, the nature and amount of benefits to be received therefrom, and decide any disputes that may arise under the Plan. The Minor Amendment Committee may provide rules and regulations for the administration of the Plan consistent with its terms and provisions. Any construction or interpretation of the Plan and any determination of fact in administering the Plan made in good faith by the Minor Amendment Committee shall be final and conclusive for all Plan purposes.
(iii)	Claims Procedure.

(a)

Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Vice President, Compensation and Benefits at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

(b)

Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Vice President, Compensation and Benefits. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

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(c) Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Vice President, Compensation and Benefits and will clearly set forth:

(i)	the specific reason or reasons for the denial;
(ii)	specific reference to pertinent Plan provisions on which the denial is based;
(iii)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv)	an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

(d)

Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Minor Amendment Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

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(e) Decision Upon Review. The Minor Amendment Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(i)	the specific reason or reasons for the adverse determination;
(ii)	specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
(iv)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

	A decision will be rendered no more than 60 days after the Minor Amendment Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Minor Amendment Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.
(f)	Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.
(g)	Limitations Period. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than six months following a final decision on the claim for benefits by the

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Minor Amendment Committee. The six months limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

4.	DEFERRAL AND PAYMENT OF COMPENSATION
	No deferrals may be made after December 31, 2004 under this Plan. Amounts that were deferred, and earned and vested (within the meaning of Code section 409A and regulations thereunder) prior to January 1, 2005 are subject to the following terms:

(i) Cash Incentive Deferral Election. A Participant can elect to defer cash incentive compensation by completing and submitting to the Company a cash deferral election form by December 31 of each year. Such election shall apply to the Participant’s cash incentive compensation, if any, to be paid in the next calendar year. A Participant’s cash incentive deferral election may apply to:

(a)	100% of the cash incentive compensation,
(b)	any amount in excess of a specified dollar amount,
(c)	any amount up to a specified dollar amount, or
(d)	a specified percentage (in whole numbers) of the cash incentive compensation.

For purposes of this Plan, the term “cash incentive compensation” shall be deemed to include all amounts of cash compensation, whether or not otherwise classified as incentive compensation, as permitted to be deferred under this Plan by the Minor Amendment Committee.

(ii) Stock Option Gain Deferral Election. A Participant can elect to defer receipt of Net Shares (defined below) of Common Stock resulting from a stock-for-stock exercise of an exercisable stock option issued to the Participant by completing and submitting to the Company an irrevocable stock option deferral election at least six months in advance of exercising the stock option (which exercise must be done on or prior to the expiration of the stock option) and, on or prior to the exercise date, delivering personally-owned shares equal in value to the option exercise price on the date of the exercise. At the time of the deferral election, the Participant can also choose to use some of the shares subject to the stock option to satisfy any FICA, Medicare or any other taxes due upon the exercise. “Net Shares” means the difference between the number of shares of Common Stock subject to the stock option exercise and the number of shares of Common Stock delivered to satisfy the exercise price less any shares used to satisfy FICA, Medicare or any other taxes due upon the exercise. A Participant may not revoke a stock option gain deferral election after it is received by the Company. A Participant may choose to defer receipt of all or only a portion of the Net Shares to be received upon

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	exercise of a stock option. If only a portion of the Net Shares is deferred, the balance will be issued at the time of exercise.
(iii)	Restricted Stock/Restricted Stock Unit Deferral Election. A Participant can elect to defer receipt of the shares of Common Stock of the Company attributable to nonvested restricted stock or restricted stock units under the Company’s restricted stock plan(s) by completing and submitting to the Company an irrevocable restricted stock deferral election within the period specified by the Minor Amendment Committee on the applicable deferral election form and prior to the date such restricted stock or restricted stock units become vested as determined under the Company’s various stock plans granting restricted stock, as they may be amended from time to time. A Participant may not revoke a restricted stock or restricted stock unit deferral election after it is received by the Company. A Participant may choose to defer receipt of all or only a portion of the shares of Common Stock attributable to nonvested restricted stock or the restricted stock units that have been granted to the Participant by the Company. Any election to defer receipt of shares of Common Stock attributable to restricted stock shall result in the restricted stock being cancelled and replaced with the promise of the Company to pay deferred compensation (in the form of deferred restricted stock units) pursuant to the terms of the Plan.
(iv)	Distribution of Deferred Cash Incentive and Common Stock. Cash incentive compensation that is deferred under this Plan, plus any earnings thereon, shall be paid in cash. Stock option gain deferrals and any restricted stock and restricted stock unit deferrals shall be paid in shares of General Mills common stock. At the time of a Participant’s deferral election, a Participant must also select a distribution date and a form of distribution (i.e., lump sum vs. installments). The distribution date may be any date that is at least one year following: (1) in the case of cash incentive compensation, the date the cash incentive would otherwise be payable; (2) in the case of stock option gain deferrals, the exercise date for the related stock option; and (3) in the case of deferrals related to restricted stock or restricted stock units, the date such restricted stock or restricted stock units are otherwise vested under the terms of the Company’s various stock plans granting restricted stock, as they may be amended from time to time; provided that, in all cases, the Participant’s deferral election must provide that distribution shall be made or commenced no later than the date the Participant attains age 70.

A Participant may elect to have deferred cash amounts paid or Common Stock distributed, as the case may be, in a single payment or in substantially equal annual installments for a period not to exceed ten (10) years, or up to fifteen (15) years for elections made until December 31, 1985, or in another form requested by the Participant, in writing, and approved by the Minor Amendment Committee. Common Stock issuable under a single stock option grant or a single restricted stock or restricted stock unit grant shall have the same distribution date and form of distribution. Notwithstanding the above, the following provisions shall apply:

(a) If the employment of a Participant terminates for any reason other than retirement at or after age 55 prior to the date any cash incentive compensation award would otherwise have been made, then any

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	cash deferral election made with respect to such incentive compensation award shall not become effective.
(b)	If a stock option, as to which a Participant has made a stock option gain deferral election, terminates prior to the exercise date selected by the Participant, or if the Participant dies or fails to deliver personally-owned shares in payment of the exercise price, then the deferral election shall not become effective.
(c)	In the event of the voluntary resignation of a Participant (other than retirement at or after age 55 or if age plus years of service equals or exceeds 70) or a Company discharge due to a Participant’s illegal activities, poor work performance, misconduct or violation of the Company’s policies or practices, distribution of all cash and Stock Units (as defined in Section 7(i) below) allocated to a Participant’s Deferred Cash Accounts or Deferred Stock Unit Accounts (as defined in Section 7(i) below) shall be paid the earlier of the date elected in the deferral election or the first business day of the calendar year next following the date of termination. The Minor Amendment Committee may, in its sole and complete discretion, require alternate distributions if it determines that such alternate distributions are in the best interest of the Company.
(d)	A Participant who is not within 12 months of an elected distribution date (or, in the case of installments, not within 12 months of the payment of the first installment) shall be permitted on no more than two occasions, to amend his/her previous election as to the timing and/or form of the distribution of the deferred amounts, providing his or her new distribution date (if applicable) is at least one year after the date of the distribution which would have been made in the absence of such election amendment(s).
(e)	A Participant may, at any time prior or subsequent to the commencement of cash benefit payments under this Plan, elect in writing to have his or her form of payment of any or all amounts due under this Plan changed to an immediate lump-sum distribution which shall be paid within one (1) business day of receipt by the Company of such request; provided that the amount of any such lump-sum distribution shall be reduced by an amount equal to the product of (X) the total lump-sum distribution otherwise payable (based on the value of the account as of the first day of the month in which the lump-sum amount is paid, adjusted by a pro-rata portion of the rate of return for the prior month in which the lump-sum is paid, determined by multiplying the actual rate of return on the last business day for such prior month by a fraction, the numerator of which is the number of days in the month in which the request is received prior to the date of payment, and the denominator of which is the number of days in the month), and (Y) the rate set forth in Statistical Release H.15(519), or any successor publication, as published by the Board of Governors of the Federal Reserve System for one-year U.S. Treasury notes under the heading “Treasury Constant Maturities” for the first day of the calendar month in which the request for a lump-sum distribution is received by the Company.

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(f)

A Participant may, at any time prior or subsequent to the commencement of distribution of Common Stock under this Plan, elect to have his or her form of distribution of any or all distributions of Common Stock to be made under this Plan changed to an immediate single distribution which shall be made within three (3) days of receipt by the Company of such request; provided, that the number of shares of Common Stock to be distributed in the single distribution shall be reduced by the number of shares equal in value to the product of (X) the number of Stock Units allocated to the Participant’s Deferred Stock Unit Account, (Y) the closing price of the shares of Common Stock as quoted on the New York Stock Exchange on the date of the request, and (Z) the rate set forth in Statistical Release H.15(519), or any successor publication published by the Board of Governors of the Federal Reserve System for one-year U.S. Treasury notes under the heading “Treasury Constant Maturities” for the first day of the calendar month in which the request for a single Common Stock distribution is received by the Company. Only whole numbers of shares will be issued, with any fractional share amounts paid in cash.

(g)

At the time elected by the Participant for distribution of Common Stock attributable to allocations under the Participant’s Deferred Stock Unit Account, the Company shall issue to the Participant, within three (3) days of the date of distribution, shares of Common Stock equal to the number of Stock Units credited to the Deferred Stock Unit Account. Prior to distribution and pursuant to any rules the Committee may adopt, a Participant may authorize the Company to withhold a portion of the shares of Common Stock to be distributed for the payment of all federal, state, local and foreign withholding taxes required to be collected in respect of the distribution.

(v)

Rabbi Trust. The Company has established a Supplemental Benefits Trust with Wells Fargo Bank Minnesota, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations as to deferred compensation under the Plan and certain other plans of deferred compensation of the Company. In the event of a “Change in Control” (as defined in Section 11 below), the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all cash benefits payable under the Plan. Any Participant in the Plan shall have the right to demand and secure specific performance of this provision. All assets held in the Trust remain subject only to the claims of the Company’s general creditors whose claims against the Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against the Company.

(vi)

Common Stock Distribution. In the event of a Change of Control, shares of Common Stock and cash attributable to Stock Units and dividend equivalents credited to each Participant’s Deferred Stock Unit Account shall be immediately distributed to the Participant.

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(vii) Vesting of Matching Contributions. In connection with the transfer of deferred compensation liabilities under the Nonqualified Plan for Pillsbury Management and the Pillsbury Deferred Compensation Program for Officers on U.S. Assignment, except as provided in individual written agreements, all deferred amounts attributable to credited Company matching contribution deferrals made under such plans and interest thereon, which amounts are held in a Participant’s Deferred Account were fully vested as of April 1, 2002 for those Participants who were employed by the Company on April 1, 2002.

5.	DEFERRED CASH ACCOUNTS AND INVESTMENT RETURNS ON AMOUNTS IN DEFERRED ACCOUNTS
	A deferred cash incentive compensation account (“Deferred Cash Account”) will be established on behalf of each Participant electing to defer cash incentive compensation under Section 4(i) above, and the amount of deferred cash incentive compensation will be credited to each Participant’s Deferred Cash Account as of the first of the month coincident with or next following the month in which the deferral becomes effective. Each Participant’s Deferred Cash Account will be credited monthly with a “rate of return” on the total deferred cash incentive amount accruing as of the first of the month coincident with or next following the date deferred cash incentive compensation is credited to the Participant’s Deferred Cash Account. Such “rate of return” shall be based upon the actual investment performance of 401(k) Savings Plan funds or portfolios established under a qualified benefit plan maintained by the Company which the Minor Amendment Committee may establish as an available rate of return under this Plan. Participants may elect to have any combination of the above “rates of return” accrue on amounts in their Deferred Cash Account, from 1% to 100%, provided that the sum of the percentages attributable to such rates with respect to each account equals 100%. A Participant may change the “rate(s) of return” to be credited to his or her Deferred Cash Account as of the first day of any month by notifying the Company, in writing, of such election by the last business day of the preceding month.
	Each Participant’s Deferred Cash Account will be credited monthly with the “rate(s) of return” elected by the Participant until the amount in each Participant’s Deferred Cash Account is distributed to the Participant on the distribution date(s) elected by the Participant.
6.	COMPANY CONTRIBUTIONS TO DEFERRED ACCOUNTS
	With respect to cash incentive compensation, deferred restricted stock or restricted stock units under this Plan which, in the absence of a deferral hereunder, would have been included as “earnable compensation” under the 401(k) Savings Plan, additional deferrals shall be credited to Participants as follows, without regard to Code limitations:

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(i)	Deferred Cash Accounts Base Allocation. As of the first of the month coincident with or next following the month in which a deferral is made hereunder, each Participant’s Deferred Cash Account will be credited with an additional amount that will equal the value of the “Base Allocation” (as that term is defined in the 401(k) Savings Plan), which would have been allocated to the Participant if the Participant had contributed such deferred cash incentive compensation amount to the 401(k) Savings Plan in such year.
	Variable Allocation. In addition, as soon as practicable following the end of each fiscal year of the Company, each Participant’s Deferred Cash Account will be credited with an additional amount that will equal the value of the “Variable Allocation” (as that term is defined in the 401(k) Savings Plan), if any, which would have been allocated to the Participant if the Participant had contributed such deferred cash incentive compensation amount to the 401(k) Savings Plan in such year.
(ii)	Deferred Stock Unit Accounts Base Allocation. As of the first of the month coincident with or next following the month in which a deferral is made hereunder, each Participant’s Deferred Stock Unit Account will be credited with additional Stock Units in an amount equal to the value of the “Base Allocation” (as that term is defined in the 401(k) Savings Plan), which would have been allocated to the Participant if the Participant had contributed the cash equivalent of such deferred restricted stock or restricted stock units to the 401(k) Savings Plan in such year.
	Variable Allocation. In addition, as soon as practicable following the end of each fiscal year, each Participant’s Deferred Stock Unit Account will be credited with Stock Units in an amount equal to the value of the “Variable Allocation” (as that term is defined in the 401(k) Savings Plan, if any, which would have been allocated to the Participant if the Participant had contributed the cash equivalent of such restricted stock or restricted stock units to the 401(k) Savings Plan in such year.
(iii)	Impact on General Mills International Retirement Plan Company contributions under this Section 6 shall not be made as to deferrals that were included in a Participant’s earnable compensation under the General Mills International Retirement Plan or to accounts established for the benefit of the Participants in the Pillsbury Deferred Compensation Program for Officers on U.S. Assignment.

7. DEFERRED STOCK UNIT ACCOUNTS AND DIVIDEND EQUIVALENTS

(i) A deferred stock unit account (“Deferred Stock Unit Account”) will be established for each stock option grant covered by a Participant election to defer the receipt of Common Stock under Section 4(ii) above and, for each Net Share deferred, a Stock Unit (“Stock Unit”) will be credited to the

10

	Deferred Stock Unit Account as of the date of the stock option exercise. In addition, a Deferred Stock Unit Account will be established for each grant of restricted stock or restricted stock units covered by a Participant election to defer under Section 4(iii) above and, for each share of Common Stock of the Company attributable to deferred restricted stock or restricted stock units, a deferred Stock Unit will be credited to the Participant’s Deferred Stock Unit Account. Participants may make elections, which shall become effective six months after they are made, either to receive dividend equivalent cash amounts on Stock Units currently or to have the amounts reinvested. If the amounts are reinvested, on each dividend payment date for the Company’s Common Stock, the Company will credit each Deferred Stock Unit Account with an amount equal to the dividends paid by the Company on the number of shares of Common Stock equal to the number of Stock Units in the Deferred Stock Unit Account. Dividend equivalent amounts credited to each Deferred Stock Unit Account shall be used to hypothetically “purchase” additional Stock Units for the Deferred Stock Unit Account at a price equal to the closing price of the Common Stock on the New York Stock Exchange on the dividend date. The Minor Amendment Committee may, in its sole discretion, direct either that all dividend equivalent amounts be paid currently or all such amounts be reinvested if, for any reason, such Committee believes it is in the best interest of the Company to do so. If the Participant fails to make an election, the dividend equivalent amounts shall be reinvested.
(ii)	The Plan governs the deferral of receipt of Common Stock issuable upon the exercise of stock options of the Company. The stock options are governed by the stock option plan under which they are granted. The Plan also governs the deferral of restricted stock and restricted stock units issued by the Company. The granting of restricted stock and restricted stock units are governed by the Company’s various stock plans granting restricted stock, as they may be amended from time to time. No stock options, restricted stock, restricted stock units, or shares of Common Stock are authorized to be issued under the Plan. Participants who elect under the Plan to defer the receipt of Common Stock issuable upon the exercise of stock options and Participants who elect under the Plan to defer shares of Common Stock attributable to restricted stock or the receipt of restricted stock units will have no rights as stockholders of the Company with respect to allocations made to their Deferred Stock Unit Account(s) except the right to receive dividend equivalent allocations under Section 7(i) above.
(iii)	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 the number of shares credited to

11

an account. For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transactions.

8.	FINANCIAL HARDSHIP PAYMENTS
	In the event of a severe financial hardship occasioned by an emergency, including, but not limited to, illness, disability or personal injury sustained by the Participant or a member of the Participant’s immediate family, a Participant may apply to receive a distribution, including a distribution of Common Stock related to allocations of Stock Units under his or her Deferred Stock Unit Accounts earlier than initially elected. Subject to Section 3(i), the Minor Amendment Committee may, in its sole discretion, either approve or deny the request. The determination made by the Minor Amendment Committee will be final and binding on all parties. If the request is granted, the distributions will be accelerated only to the extent reasonably necessary to alleviate the financial hardship.
9.	DEATH OF A PARTICIPANT
	If the death of a Participant occurs before a full distribution of the Participant’s Deferred Cash Account(s) or Deferred Stock Unit Account(s) is made, a single distribution shall be made to the beneficiary designated by the Participant to receive such amounts. This distribution shall be made as soon as practical following notification that death has occurred. In the absence of any such designation, the distribution shall be made to the personal representative, executor or administrator of the Participant’s estate.
10.	IMPACT ON OTHER BENEFIT PLANS
	The Company may maintain life, disability, retirement and/or savings plans under which benefits earned or payable are related to earnings of a Participant.
	Life and disability plan benefits will generally be based upon the earnings that a Participant would have earned in a given calendar year in the absence of any deferral hereunder.
	Retirement benefits under a qualified pension plan maintained by the Company or an affiliate will be based upon earnings actually paid to a Participant during any given Plan year. If a person terminates employment with a right to a vested benefit under a qualified plan maintained by the Company or an affiliate, and if the actual income for pension purposes was reduced because of a cash deferral under this Plan, the Company will provide a supplemental pension equal to the difference between the actual benefit payable from the pension plan and the benefit that such Participant would have been received had income not been deferred. If such a supplemental benefit is due, such benefit would be subject to

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	all of the provisions and payable in accordance with the terms and conditions of the Supplemental Retirement Plan of General Mills, Inc. This supplemental retirement benefit will not apply to Participants who terminate before becoming vested under the qualified pension plan.
11.	NON-ASSIGNABILITY OF INTERESTS
	The interests herein and the right to receive distributions under this Plan may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a Participant becomes bankrupt, the interests of the Participant under the Plan may be terminated by the Minor Amendment Committee, which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such Participant or make any other disposition of such interests that it deems appropriate. Notwithstanding the foregoing, in the event a Participant has received an overpayment from the Supplemental Retirement Plan of General Mills, Inc., as grandfathered prior to January 1, 2005, and has failed to repay such amounts upon written demand of the Company, the Company shall be authorized and empowered, at the discretion of the Company, to deduct such amount from the Participant’s Deferred Cash Account(s) under this Plan.
12.	AMENDMENTS TO PLAN
	The Company, or if specifically delegated, its delegate, reserves the right to suspend, amend or otherwise modify or terminate this Plan at any time, without notice. However, this Plan may not be suspended, amended, otherwise modified, or terminated after a Change in Control without the written consent of a majority of Participants determined as of the day before such Change in Control occurs. A “Change in Control” means:

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

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(ii)	Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)	The approval by the shareholders of the Company of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“Business Combination”) or, if consummation of such Business Combination is subject, at the time of such approval by shareholders, to the consent of any government or governmental agency, the obtaining of such consent (either explicitly or implicitly by consummation); excluding, however, such a Business Combination pursuant to which (a) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business combination of the Outstanding Company Voting Securities, (b) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(iv)	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
Notwithstanding any other provision of this Plan to the contrary and except as provided in Section 3(i), the Minor Amendment Committee may, in its sole discretion, direct that distributions be made before such distributions are otherwise due to be made if, for any reason (including, but not limited to a change in the tax or revenue laws of any foreign jurisdiction or the United States of America, a published ruling or similar announcement issued by the Internal

14

Revenue Service, a regulation issued by the Secretary of the Treasury or his delegate, or a decision by a foreign or United States court of competent jurisdiction involving a Participant or beneficiary), such Committee believes that Participants or their beneficiaries have recognized or will recognize income for federal income tax purposes with respect to distributions that are or will be distributed to such Participants under the Plan before such distributions are scheduled to be paid. In making this determination, the Minor Amendment Committee shall take into account the hardship that would be imposed on Participants or their beneficiaries by the payment of federal income taxes under such circumstances.

13.	CONTROLLING LAW
	Except to the extent superseded by the laws of the United States, the laws of Minnesota shall be controlling in all matters relating to the Plan.
14.	EFFECTIVE DATE AND PLAN YEAR
	This Plan became effective as of May 1, 1984. It shall operate on a calendar year basis thereafter. The Plan was amended and restated effective as of January 1, 1986; and amended as of February 9, 1987; July 1, 1987; June 21, 1990; April 29, 1991; May 1, 1991; November 15, 1991; December 15, 1992, December 1, 1994, January 1, 1995, June 3, 1996, November 7, 1996, March 31, 1998 and December 1, 1999. The Plan was again amended and restated effective as of January 1, 2001, and as of April 1, 2002; and amended as of January 27, 2003. The Plan is amended and restated as of January 1, 2005.

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EX-10.15

Exhibit 10.15

GENERAL MILLS, INC.

2005 DEFERRED COMPENSATION PLAN

1. PURPOSE OF PLAN

General Mills, Inc. (the “Company”) originally established the General Mills, Inc. Deferred Compensation Plan for a select group of the key management and highly compensated employees of the Company and its affiliates as a means of deferring a portion of income from current taxation while accumulating resources for future investments or retirement. Under the Deferred Compensation Plan, Participants could defer cash incentives, General Mills, Inc. common stock (“Common Stock”) issued under the Company’s stock option plans, and restricted stock and restricted stock units issued under the Company’s various stock plans granting restricted stock.

The General Mills, Inc. Deferred Compensation Plan is hereby amended and restated effective January 1, 2005, as the “General Mills, Inc. 2005 Deferred Compensation Plan” (the “Plan”), with respect to deferrals made or deferrals that are earned or vested after 2004. The Plan’s purpose is to continue to permit eligible employees to defer receipt of certain compensation pursuant to the terms and provisions set forth below.

As of January 1, 2005, all deferrals earned and vested (within the meaning of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and regulations thereunder) prior to 2005 under the Deferred Compensation Plan will be governed by the “General Mills, Inc. Deferred Compensation Plan (Grandfathered)”.

This Plan is intended (1) to comply with Code section 409A and official guidance issued thereunder, and (2) to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.

2. DEFINITIONS

Wherever used in this Plan, the following terms have the meanings set forth below:

“Board” means the Board of Directors of the Company.

“Change of Control” has the meaning set forth in Section 13.

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“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” means Company common stock.

“Company” means General Mills, Inc.

“Deferred Cash Account” has the meaning set forth in Section 6.

“Deferred Stock Unit Account” has the meaning set forth in Section 8(i).

“Election Form” means a written form provided by the Company pursuant to which a Participant may elect to defer his or her cash incentive compensation, receipt of shares of Common Stock attributable to grants of restricted stock or restricted stock units and/or dividend equivalents, as well as electing the form and timing of distributions with respect to such deferrals.

“Key Employee” means a Participant treated as a “specified employee” as of his or her Separation from Service under Code section 409A(a)(2)(B)(i); i.e., a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof) of the Company or its affiliates if the Company’s stock is publicly traded on an established securities market or otherwise. Key Employees shall be determined in accordance with Code section 409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the April 1 following the identification date.

“Minor Amendment Committee” has the meaning set forth in Section 4(i).

“Participant” has the meaning set forth in Section 3.

“Separation from Service” or “Separate from Service” means a “separation from service” within the meaning of Code section 409A; provided, however, for purposes of this determination, a reasonably anticipated permanent reduction in the level of bona fide services to less than 21% of the average level of bona fide services provided in the immediately preceding 36 months shall be deemed to be a Separation from Service.

3. ELIGIBILITY

An individual is a Participant in the Plan if, on or after January 1, 2005, such individual (i) is a Participant in the Executive Incentive Plan, as it may be amended from time to time, (ii) has been selected by management to participate in “Compensation Plus,” or (iii) has an individual agreement, approved by the Minor Amendment Committee, which provides for participation in this Plan, and has elected to defer compensation or receipt of Common Stock pursuant to the provisions of any of these programs or the agreement. Former employees of the Company who have retired from the Company may also participate if they would have been eligible to participate at the time they retired from the Company. Notwithstanding the foregoing, the Minor Amendment Committee may exclude

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from participation employees or groups of employees of the Company who would otherwise be eligible under this Plan.

4. PLAN ADMINISTRATION

(i)	Minor Amendment Committee. Except as provided below, this Plan shall be administered by the Minor Amendment Committee (the “Minor Amendment Committee”), which shall act by affirmative vote of a majority of its members. The Minor Amendment Committee shall appoint a secretary who may be but need not be one of its own members. The secretary shall keep complete records of the administration of the Plan. The Minor Amendment Committee may authorize each and any one of its members to perform routine acts and to sign documents on its behalf. To the extent necessary to maintain any exemption under Rule 16b-3 or any successor rule (“Rule 16b-3”) under the Securities Exchange Act of 1934 as to certain officers of the Company, the Compensation Committee of the Board shall administer certain portions of this Plan.
(ii)	Plan Administration. Administration of the Plan shall consist of interpreting and carrying out the provisions of the Plan. The Minor Amendment Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Minor Amendment Committee shall be final and conclusive on any party. To the extent the Minor Amendment Committee has been granted discretionary authority under the Plan, the Minor Amendment Committee’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Minor Amendment Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Company with respect to the Plan. The Minor Amendment Committee may, from time to time, employ agents and delegate to such agents, including employees of the Company, such administrative or other duties as it sees fit.
(iii)	Claims Procedure.

(a) Filing a Claim. A Participant or his authorized representative may file a claim for benefits under the Plan. Any claim must be in writing and submitted to the Vice President, Compensation and Benefits at such address as may be specified from time to time. Claimants will be notified in writing of approved claims, which will be processed as claimed. A claim is considered approved only if its approval is communicated in writing to a claimant.

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(b)

Denial of Claim. In the case of the denial of a claim respecting benefits paid or payable with respect to a Participant, a written notice will be furnished to the claimant within 90 days of the date on which the claim is received by the Vice President, Compensation and Benefits. If special circumstances (such as for a hearing) require a longer period, the claimant will be notified in writing, prior to the expiration of the 90-day period, of the reasons for an extension of time; provided, however, that no extensions will be permitted beyond 90 days after the expiration of the initial 90-day period.

(c)

Reasons for Denial. A denial or partial denial of a claim will be dated and signed by the Vice President, Compensation and Benefits and will clearly set forth:

(i)	the specific reason or reasons for the denial;
(ii)	specific reference to pertinent Plan provisions on which the denial is based;
(iii)	a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
(iv)	an explanation of the procedure for review of the denied or partially denied claim set forth below, including the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.

(d) Review of Denial. Upon denial of a claim, in whole or in part, a claimant or his duly authorized representative will have the right to submit a written request to the Minor Amendment Committee for a full and fair review of the denied claim by filing a written notice of appeal with the Minor Amendment Committee within 60 days of the receipt by the claimant of written notice of the denial of the claim. A claimant or the claimant’s authorized representative will have, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits and may submit issues and comments in writing. The review will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

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If the claimant fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the claimant precluded from reasserting it. If the claimant does file a request for review, his request must include a description of the issues and evidence he deems relevant. Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

(e) Decision Upon Review. The Minor Amendment Committee will provide a prompt written decision on review. If the claim is denied on review, the decision shall set forth:

(i)	the specific reason or reasons for the adverse determination;
(ii)	specific reference to pertinent Plan provisions on which the adverse determination is based;
(iii)	a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and
(iv)	a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

A decision will be rendered no more than 60 days after the Minor Amendment Committee’s receipt of the request for review, except that such period may be extended for an additional 60 days if the Minor Amendment Committee determines that special circumstances (such as for a hearing) require such extension. If an extension of time is required, written notice of the extension will be furnished to the claimant before the end of the initial 60-day period.

(f) Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of

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whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure.

(g) Limitations Period. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than six months following a final decision on the claim for benefits by the Minor Amendment Committee. The six months limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

5. DEFERRAL AND PAYMENT OF COMPENSATION

(i) Cash Incentive Deferral Election. In order to elect to defer cash incentive compensation earned during a calendar year, a Participant shall file an irrevocable Election Form before the beginning of such calendar year. Notwithstanding the foregoing, (1) if the Company determines that a cash incentive compensation award qualifies as “performance-based compensation” under Code section 409A, a Participant may elect to defer a portion of the cash incentive compensation award by filing an irrevocable Election Form at such later time up until the date six months before the end of the performance period as permitted by the Company, and (2) in the first year in which an employee becomes eligible to participate in the Plan, an irrevocable deferral election on a cash incentive compensation award may be made with respect to services to be performed subsequent to the election within 30 days after the date the employee becomes eligible to participate in the Plan to the extent permitted under Code section 409A.

A Participant’s cash incentive compensation award deferral election may apply to:

(a)	100% of the cash incentive compensation award,
(b)	any amount in excess of a specified dollar amount of the cash incentive compensation award,
(c)	any amount up to a specified dollar amount of the cash incentive compensation award, or
(d)	a specified percentage (in whole numbers) of the cash incentive compensation award.

For purposes of this Plan, the term “cash incentive compensation” shall be deemed to include all amounts of cash compensation, whether or not otherwise classified as incentive compensation, as permitted to be deferred under this Plan by the Minor Amendment Committee.

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(ii)

Restricted Stock/Restricted Stock Unit Deferral Election. A Participant can elect to defer receipt of shares of Common Stock (or cash, if applicable) attributable to grants of restricted stock or restricted stock units under the Company’s restricted stock plan(s) by completing and submitting to the Company an irrevocable Election Form. A Participant may not revoke such an election after it is received by the Company. In order to elect to defer receipt of shares of Common Stock (or cash, if applicable) attributable to grants of restricted stock or restricted stock units, a Participant shall file an irrevocable Election Form before the beginning of the calendar year in which the grant occurs. Notwithstanding the foregoing, (1) if the Company determines that a grant of restricted stock or restricted stock units qualifies as “performance-based compensation” under Code section 409A, a Participant may elect to defer receipt of a portion of the shares of Common Stock (or cash, if applicable) attributable to such grants by filing an irrevocable Election Form at such later time up until the date six months before the end of the performance period which triggers the grant, as permitted by the Company, and (2) in the year in which an employee first becomes eligible to participate in this Plan, an irrevocable deferral election may be made with respect to grants of restricted stock or restricted stock units with respect to services to be performed subsequent to the election. Such election must be made within 30 days after the date the employee first becomes eligible to participate in the Plan to the extent permitted under Code section 409A.

(iii)

Distribution of Deferred Cash Incentive and Common Stock.

(a)

Cash incentive compensation that is deferred under this Plan, plus any earnings thereon, shall be paid in cash. Stock Units shall be paid in shares of Common Stock unless the terms of the award provided for cash settlement, in which case such Stock Units, plus any earnings thereon, shall be paid in cash.

(b)

At the time a Participant files his or her Election Form, he or she must select (i) whether to receive his or her distribution of amounts deferred under the Election Form upon a Separation from Service or upon a specified distribution date, and (ii) a form of distribution (in a single lump-sum payment or in substantially equal annual installments for a period not to exceed ten (10) years for such amounts). Notwithstanding any other provision of the Plan, Participants must elect a specified distribution date after December 1, 2005.

(1) If a Participant elects distribution upon a Separation from Service, such distribution shall be made (or commence) as soon as practicable following his or her Separation from Service; provided, however, that such distribution shall be made no later than 90 days following such Separation from Service.

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Notwithstanding the foregoing, distributions may not be made to a Key Employee upon a Separation from Service before the date which is six months after the date of the Key Employee’s Separation from Service (or, if earlier, the date of death of the Key Employee). If a Participant’s distribution is delayed under this provision, the distribution shall be made paid on the first day of the seventh month following the Participant’s Separation from Service (or, if earlier, the first day of the month after the Participant’s death).

(2) If a Participant elects a distribution upon a specified distribution date, the specified distribution date may be any date that is at least one year following: (1) in the case of cash incentive compensation, the date the cash incentive would otherwise be payable; and (2) in the case of deferrals related to restricted stock or restricted stock units, the date such restricted stock or restricted stock units are otherwise vested under the terms of the Company’s various stock plans granting restricted stock, as they may be amended from time to time. Notwithstanding the immediately preceding, in all cases, the specified distribution date must be no later than the date the Participant attains age 70.

(c)	Common Stock issuable under a single restricted stock or restricted stock unit grant shall have the same distribution date and form of distribution.
(d)	Notwithstanding the above, the following provisions shall apply:

(1) Changes in Time or Form of Distribution. A Participant shall be permitted to change the time or form of a distribution for a deferred amount, but each such election shall be effective only if the following conditions are satisfied:

(A)	The election may not take effect until at least twelve (12) months after the date on which the election is made;
(B)	A distribution may not be made earlier than at least five (5) years from the date the distribution would have otherwise been made;
(C)	In the case of an election to change the time or form of a distribution made pursuant to a specified date, the election must be made at least twelve (12) months before the date the distribution is scheduled to be paid; and

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(D) An election under this Section will not be effective if it results in a specified distribution date beyond the Participant’s 70^th birthday and no new election may be made under this Section after the Participant’s 65^th birthday.

For purposes of elections made under this Section, installment distributions shall be treated as a single distribution.

(2)	Effect of Taxation. If a portion of the Participant’s Deferred Cash Account or Deferred Stock Unit Account is includible in income under Code section 409A, such portion shall be distributed immediately to the Participant.
(3)	Permitted Delays. Notwithstanding the foregoing, any payment to a Participant under the Plan shall be delayed upon the Minor Amendment Committee’s reasonable anticipation of one or more of the following events:

(A)	The Company’s deduction with respect to such payment would be eliminated by application of Code section 162(m); or
(B)	The making of the payment would violate Federal securities laws or other applicable law;

provided, that any payment delayed pursuant to this Section shall be paid in accordance with Code section 409A.

(e) At the time elected by the Participant for distribution of Common Stock attributable to allocations under the Participant’s Deferred Stock Unit Account, the Company shall issue to the Participant, within three (3) days of the date of distribution, shares of Common Stock equal to the number of Stock Units credited to the Deferred Stock Unit Account.

(iv) Rabbi Trust. The Company has established a Supplemental Benefits Trust with Wells Fargo Bank Minnesota, N.A. as Trustee to hold assets of the Company under certain circumstances as a reserve for the discharge of the Company’s obligations as to deferred compensation under the Plan and certain other plans of deferred compensation of the Company. In the event of a “Change of Control” (as defined in Section 13 below), the Company shall be obligated to immediately contribute such amounts to the Trust as may be necessary to fully fund all cash benefits payable under the Plan. Any Participant in the Plan shall have the right to demand and secure specific performance of this provision. All assets held in the Trust remain subject only to the claims of the Company’s general creditors

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whose claims against the Company are not satisfied because of the Company’s bankruptcy or insolvency (as those terms are defined in the Trust Agreement). No Participant has any preferred claim on, or beneficial ownership interest in, any assets of the Trust before the assets are paid to the Participant and all rights created under the Trust, as under the Plan, are unsecured contractual claims of the Participant against the Company.

(v) Common Stock Distribution; Change of Control. In the event of a Change of Control Event, shares of Common Stock and cash attributable to Stock Units and dividend equivalents credited to each Participant’s Deferred Stock Unit Account shall be immediately distributed to the Participant. For purposes of this Section 5(v), a Change of Control Event means a Change of Control (as defined in Section 13) that is also an event described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v).

6. DEFERRED CASH ACCOUNTS AND INVESTMENT RETURNS ON AMOUNTS IN DEFERRED ACCOUNTS

A deferred cash incentive compensation account (“Deferred Cash Account”) will be established on behalf of each Participant electing to defer cash incentive compensation under Section 5(i) above, and the amount of deferred cash incentive compensation will be credited to each Participant’s Deferred Cash Account as of the first of the month coincident with or next following the month in which the cash incentive compensation would otherwise be payable. Each Participant’s Deferred Cash Account will be credited monthly with a “rate of return” on the total deferred cash incentive amount accruing as of the first of the month coincident with or next following the date deferred cash incentive compensation is credited to the Participant’s Deferred Cash Account. Such “rate of return” shall be based upon the actual investment performance of 401(k) Savings Plan funds or portfolios established under a qualified benefit plan maintained by the Company which the Minor Amendment Committee may establish as an available rate of return under this Plan. Participants may elect to have any combination of the above “rates of return” accrue on amounts in their Deferred Cash Account, from 1% to 100%, provided that the sum of the percentages attributable to such rates with respect to each account equals 100%. A Participant may change the “rate(s) of return” to be credited to his or her Deferred Cash Account as of the first day of any month by notifying the Company, in writing, of such election by the last business day of the preceding month.

Each Participant’s Deferred Cash Account will be credited monthly with the “rate(s) of return” elected by the Participant until the amount in each Participant’s Deferred Cash Account is distributed to the Participant on the distribution date(s) elected by the Participant.

7. COMPANY CONTRIBUTIONS TO DEFERRED ACCOUNTS

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With respect to cash incentive compensation or Stock Units which, in the absence of a deferral hereunder, would have been included as “earnable compensation” under the 401(k) Savings Plan, additional deferrals shall be credited to Participants as follows, without regard to Internal Revenue Code limitations:

(i)	Deferred Cash Accounts
	Base Allocation. As of the first of the month coincident with or next following the month in which a deferral is made hereunder, each Participant’s Deferred Cash Account will be credited with an additional amount that will equal the value of the “Base Allocation” (as that term is defined in the 401(k) Savings Plan), which would have been allocated to the Participant if the Participant had contributed such deferred cash incentive compensation amount to the 401(k) Savings Plan in such year.
	Variable Allocation. In addition, as soon as practicable following the end of each fiscal year of the Company, each Participant’s Deferred Cash Account will be credited with an additional amount that will equal the value of the “Variable Allocation” (as that term is defined in the 401(k) Savings Plan), if any, which would have been allocated to the Participant if the Participant had contributed such deferred cash incentive compensation amount to the 401(k) Savings Plan in such year.
(ii)	Deferred Stock Unit Accounts
	Base Allocation. As of the first of the month coincident with or next following the month in which a deferral is made hereunder, each Participant’s Deferred Stock Unit Account will be credited with additional Stock Units in an amount equal to the value of the “Base Allocation” (as that term is defined in the 401(k) Savings Plan), which would have been allocated to the Participant if the Participant had contributed the cash equivalent of such deferred restricted stock or restricted stock units to the 401(k) Savings Plan in such year.
	Variable Allocation. In addition, as soon as practicable following the end of each fiscal year, each Participant’s Deferred Stock Unit Account will be credited with Stock Units in an amount equal to the value of the “Variable Allocation” (as that term is defined in the 401(k) Savings Plan), if any, which would have been allocated to the Participant if the Participant had contributed the cash equivalent of such restricted stock or restricted stock units to the 401(k) Savings Plan in such year.
(iii)	Time and Form of Distribution. Company contributions made under this Section shall be paid at the same time and in the same form as the deferrals to which such contributions relate.
(iv)	Impact on General Mills International Retirement Plan. Company contributions under this Section 7 shall not be made as to deferrals that

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were included in a Participant’s earnable compensation under the General Mills International Retirement Plan or to accounts established for the benefit of the Participants in the Pillsbury Deferred Compensation Program for Officers on U.S. Assignment.

8. DEFERRED STOCK UNIT ACCOUNTS

(i)	Establishment of Accounts. A deferred stock unit account (“Deferred Stock Unit Account”) will be established for each grant of restricted stock or restricted stock units covered by a Participant election to defer under Section 5(ii) above. Such Accounts either shall have an appropriate number of Stock Units credited, or if the award is payable in cash rather than shares of Common Stock, the value of the award shall be credited as determined by multiplying the number of restricted stock units originally awarded by the closing price of the Common Stock on the New York Stock Exchange on the date the award vests.
(ii)	Dividend equivalents on stock settled awards. Participants shall make elections either to receive dividend equivalent cash amounts on Stock Units at the time that dividends are actually paid to shareholders or to have the amounts reinvested. Such elections shall be made at the same time and in the same form as elections made with respect to the deferral of restricted stock or restricted stock units in Section 5(ii) above, and are irrevocable once received by the Company. If the dividend equivalent cash amounts are reinvested, on each dividend payment date for Common Stock on or after the date on which a Stock Unit is deferred under this Plan, the Company will credit each Deferred Stock Unit Account with an amount equal to the dividends paid by the Company on the number of shares of Common Stock equal to the number of Stock Units in the Deferred Stock Unit Account. Dividend equivalent amounts may not be reinvested prior to the time when the underlying restricted stock unit is vested and deferred under this Plan. Dividend equivalent amounts credited to each Deferred Stock Unit Account shall be used to hypothetically “purchase” additional Stock Units for the Deferred Stock Unit Account at a price equal to the closing price of the Common Stock on the New York Stock Exchange on the dividend date. Dividend equivalents shall be distributed at the same time and in the same form as the Stock Units in a Deferred Stock Unit Account that generates such dividend equivalents. If the Participant fails to make an election, the dividend equivalent amounts shall be reinvested.
(iii)	Dividend equivalents on cash settled awards. Participants shall make elections either to receive dividend equivalent cash amounts on Stock Units at the time dividends are actually paid to shareholders or to have the amounts reinvested. Such elections shall be made at the same time and in the same form as elections made with respect to the deferral of restricted stock units in Section 5(ii) above, and are irrevocable once

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received by the Company. The amount of the dividend equivalent shall equal the then current dividend amount payable on one share of Common Stock on each dividend payment date, multiplied by the number of restricted stock units initially covered by the deferral election under Section 5(ii) above. If the dividend equivalent payments are reinvested, on each dividend payment date for Common Stock on or after the date on which a Stock Unit is deferred under this Plan the Deferred Stock Unit Account will be credited as of the dividend payment date for Common Stock and said amount will be “invested” as provided in (iv) immediately below. Dividend equivalent amounts may not be reinvested prior to the time when the underlying restricted stock unit is vested and deferred under this Plan.

(iv)	Investment returns on cash settled awards. Amounts credited to a Deferred Stock Unit Account for restricted stock units payable in cash will be credited monthly with a “rate of return” on the total amount in the Account which shall be based upon the actual investment performance of 401(k) Savings Plan funds or portfolios established under a qualified benefit plan maintained by the Company which the Minor Amendment Committee may establish as an available rate of return under this Plan. Participant elections concerning these amounts and their “investment” will be handled as described above in Section 6.
(v)	Coordination with stock plans. The Plan governs the deferral of restricted stock and restricted stock units issued by the Company. The granting of restricted stock and restricted stock units are governed by the Company’s various stock plans granting restricted stock, as they may be amended from time to time. No restricted stock, restricted stock units, or shares of Common Stock are authorized to be issued under the Plan. Participants who elect under the Plan to defer shares of Common Stock attributable to restricted stock or the receipt of restricted stock units will have no rights as stockholders of the Company with respect to allocations made to their Deferred Stock Unit Account(s) except the right to receive dividend equivalent allocations under Section 8(i) above.
(vi)	Certain corporate transactions. If a corporate transaction has occurred affecting the Common Stock such that an adjustment to Deferred Stock Unit Accounts is required to preserve (or prevent enlargement of) the value of such Accounts, then in such manner as the Minor Amendment Committee deems equitable, an appropriate adjustment shall be made to the number of Stock Units credited to a Deferred Stock Unit Account. For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance

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of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transactions.

9.	UNFORESEEABLE EMERGENCY
	A Participant may request a withdraw of all or any portion of his Deferred Cash Account or Deferred Stock Account balance for an Unforeseeable Emergency. Subject to Section 4(i), the Minor Amendment Committee may, in its sole discretion, either approve or deny the request. The determination made by the Minor Amendment Committee will be final and binding on all parties. The amounts distributed with respect to an Unforeseeable Emergency may not exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such hardship is or may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by cessation of deferrals under the Plan. “Unforeseeable Emergency” means for this purpose a severe financial hardship to a Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (as defined in Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant.
10.	DEATH OF A PARTICIPANT
	If the death of a Participant occurs before a full distribution of the Participant’s Deferred Cash Account or Deferred Stock Unit Account(s) is made, a single distribution shall be made to the beneficiary designated by the Participant to receive such amounts. This distribution shall be made within 60 days of death. In the absence of any such designation, the distribution shall be made to the personal representative, executor or administrator of the Participant’s estate.
11.	IMPACT ON OTHER BENEFIT PLANS
	The Company may maintain life, disability, retirement and/or savings plans under which benefits earned or payable are related to earnings of a Participant.
	Life and disability plan benefits will generally be based upon the earnings that a Participant would have earned in a given calendar year in the absence of any deferral hereunder.
	Retirement benefits under a qualified pension plan maintained by the Company or an affiliate will be based upon earnings actually paid to a Participant during any given Plan year. If a person terminates employment with a right to a vested benefit under a qualified plan maintained by the Company or an affiliate, and if the actual income for pension purposes was reduced because of a cash deferral under this Plan, the Company will provide a supplemental pension equal to the

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difference between the actual benefit payable from the pension plan and the benefit that such Participant would have been received had income not been deferred. If such a supplemental benefit is due, such benefit would be subject to all of the provisions and payable in accordance with the terms and conditions of the Supplemental Retirement Plan of General Mills, Inc. This supplemental retirement benefit will not apply to Participants who terminate before becoming vested under the qualified pension plan.

12.	NON-ASSIGNABILITY OF INTERESTS
	The interests herein and the right to receive distributions under this Plan may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a Participant becomes bankrupt, the interests of the Participant under the Plan may be terminated by the Minor Amendment Committee, which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such Participant or make any other disposition of such interests that it deems appropriate.
13.	AMENDMENTS TO PLAN
	The Company, or if specifically delegated, its delegate, reserves the right to suspend, amend or otherwise modify or terminate this Plan at any time, without notice. However, this Plan may not be suspended, amended, otherwise modified, or terminated after a Change of Control without the written consent of a majority of Participants determined as of the day before such Change of Control occurs. A “Change of Control” means:

(i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company where such acquisition causes such Person to own 20% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not be deemed to result in a Change 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 Company Voting Securities reaches or exceeds 20% as a result of a transaction described in clause (a) or (b) above, and such Person subsequently acquires beneficial ownership of

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	additional voting securities of the Company, such subsequent acquisition shall be treated as an acquisition that causes such Person to own 20% or more of the Outstanding Company Voting Securities; or
(ii)	Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or
(iii)	The consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (“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 Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business combination of the Outstanding Company Voting Securities, (b) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or
(v)	Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

16

14.	CONTROLLING LAW
	Except to the extent superseded by the laws of the United States, the laws of Minnesota shall be controlling in all matters relating to the Plan.
15.	PLAN TERMINATION
	Upon termination of the Plan, distribution of Deferred Cash Account and Stock Unit Accounts shall be made as described in Section 5, unless the Minor Amendment Committee determines in its sole discretion that all such amounts shall be distributed upon termination in accordance with the requirements under Code section 409A. Upon termination of the Plan, no further deferrals of cash incentive compensation, restricted stock, restricted stock units shall be permitted; however, earnings, gains and losses shall continue to be credited to the Deferred Cash Account balances in accordance with Section 6 until the Deferred Cash Account balances and dividend equivalents credited to Deferred Stock Unit Accounts are fully distributed.
16.	TAXES
	The Company or other payor may withhold from a payment under the Plan or a Participant’s wages, or the Company may reduce a Participant’s Deferred Cash Account or Deferred Stock Unit Account balance, in order to meet any federal, state, or local tax withholding obligations with respect to Plan payments. The Company or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.
17.	EFFECTIVE DATE AND PLAN YEAR
	This Plan became effective as of January 1, 2005. It shall operate on a calendar year basis.

17

EX-10.16

Exhibit 10.16

EXECUTIVE MEDICAL PLAN
OF GENERAL MILLS

SECTION 1

Introduction

1.1 Purpose

          The Executive Medical Plan of General Mills, as amended and restated effective as of January 1, 2009, unless otherwise noted (the “Plan”), is maintained by General Mills, Inc. (the “Company”) to provide comprehensive health and welfare benefits to certain eligible Employees (and, where applicable, their enrolled eligible Dependents) of the Company and its Affiliates that participate in the Plan. The Plan consists of health care benefits that include Participating Medical Plans (including medical, vision, and prescription drug benefits) intended to qualify under Section 105 of the Internal Revenue Code (the “Code”). Each plan that forms a part of the Plan is referred to as a “Participating Plan” in this Plan document. The Plan is intended to constitute one employee welfare benefit plan under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

          The Plan is considered a “hybrid entity” as defined by 45 CFR Part 164.504(a) of the Standards for the Privacy of Individually Identifiable Health Information, 45 CFR Parts 160 and 164 (the “Privacy Rule”) promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”). All benefits provided under the Plan constitute the health care component of the hybrid entity and shall be subject to the requirements of the Privacy Rule.

          References to the “Internal Revenue Code,” “Code,” “ERISA” or “HIPAA” include any comparable section or sections of any future legislation which amends, supplements or supersedes said Sections of the Code, ERISA or HIPAA cited herein.

1.2 Effective Date and Plan Year

          The effective date of this amendment and restatement of the Plan is January 1, 2009, unless otherwise noted. The Plan Year is the twelve (12) consecutive month period commencing each January 1.

1.3 Plan Administrator

          The Plan is administered by the Company or its designated representatives (the “Plan Administrator”). Any notice or document required to be given to or filed with the Plan or a Participating Plan will be properly given or filed if delivered to the Plan Administrator in care of General Mills, Inc., attn: Benefits Department, Number One General Mills Blvd., Minneapolis, Minnesota 55426-1348, or mailed by registered mail, postage prepaid, to the Plan Administrator in care of General Mills, Inc., attn.: Benefits Department, P.O. Box 1113, Minneapolis, MN 55440-1113.

1.4 Source or Funding of Benefits

          The Employers and Covered Persons share the cost of coverage under the Participating Plans. All premiums under fully-insured Participating Plans are remitted directly to the insurance companies (and HMOs) issuing the various Participating Plan coverage. Benefits under the Plan may be provided on either an insured or self-insured basis, or combination thereof, as shall be determined by the Company in its sole discretion. The Company and each Employer may change and/or impose Employee contribution requirements under any of the Participating Plans at any time. Eligible Employees will be notified of any change prior to their effective date.

1.5 Plan Supplements

          Supplements are attached to and form a part of the Plan for purposes of incorporating by reference the terms and provisions of the Participating Plans. From time to time, Supplements may be added for purposes of modifying provisions of the Plan or for adding or terminating Participating Plans under the Plan.

SECTION 2

Definitions

          Except as otherwise noted herein, the definitions in this Section 2 shall apply to all Participating Plans and Covered Persons.

2.1 Incorporation of Definitions

          The Participating Plans, as identified in the applicable Plan Supplement, are documented by either a plan document or Summary Plan Description, an insurance policy and certificate of coverage, or an HMO contract and HMO membership booklet. The documentation for each Participating Plan is identified and incorporated by reference in the Plan through Plan Supplements. This subsection further incorporates by reference the terms and their definitions which are specific to the documentation for each Participating

Plan. Definitions under this Section 2 shall apply uniformly and without exception to all Participating Plans, and to the Plan Supplements unless otherwise specified in the applicable Supplement.

2.2 Company

          The term “Company” means General Mills, Inc.

2.3 Effective Date

          The “Effective Date” of this amendment and restatement of the Plan is January 1, 2009, unless otherwise noted.

2.4 Named Fiduciary

          The term “Named Fiduciary” means General Mills, Inc., or such other committee, entity or person to whom the Company has delegated the discretionary authority and responsibility for managing and administering the Plan in accordance with the terms of Section 8 of the Plan.

2.5 Participating Medical Plan

          The term “Participating Medical Plan” or “Participating Medical Plans” means the plan or plans specified in Plan Supplement A.

2.6 Plan

          The term “Plan” means the Executive Medical Plan of General Mills, as amended and restated effective as of January 1, 2009.

2.7 Plan Administrator

          The term “Plan Administrator” means General Mills, Inc., or its designated representative(s).

2.8 Plan Sponsor

          The term “Plan Sponsor” means General Mills, Inc.

2.9 Summary Plan Description

          The term “Summary Plan Description” means the Summary Plan Descriptions prepared and issued by the Company for the Plan. The Summary Plan Description for an HMO is the HMO membership booklet. From time to time, the Summary Plan Description may be updated with a Summary of Material Modifications explaining any material changes to the terms of one or more of the Participating Plans governed under ERISA. Summary of Material Modifications are incorporated in and form a part of the Summary Plan Description for the Participating Plan.

SECTION 3

Eligibility, Enrollment and Participation

     Rules regarding eligibility, enrollment and participation are set forth in the applicable Participating Plan.

SECTION 4

Contributions

     As a condition of participation in the Plan, an eligible Employee shall make such contributions in such amounts as the Company, in its sole discretion, shall determine for each Plan Year at the time specified by the Participating Plan. For each Plan Year, each Employer shall make contributions under the Plan in such amounts and at such times as the Company in its sole discretion shall determine are appropriate.

SECTION 5

Benefits and Limitations

5.1 Summary Plan Descriptions

          The benefits and limitations under each of the Participating Plans are found in the Summary Plan Description specified in the applicable Supplement for the Participating Plan in which Covered Persons are enrolled. For purposes of this subsection, the term Summary Plan Description shall also include insurance certificates of coverage and HMO membership booklets.

5.2 Insurance Policies and HMO Contracts

          Notwithstanding subsection 5.1 above, the specific benefits and limitations (including exclusions of benefits) specified in the insurance contract entered into by the Company and identified as fully insuring a Participating Plan in the applicable Plan

Supplement, or the terms of any HMO contract, shall control with respect to that Participating Plan and class or classes of Covered Persons enrolled.

5.3 Compliance with Applicable Laws

     Notwithstanding the provisions of any Summary Plan Descriptions, insurance policies, HMO contracts or certificates of coverage to the contrary, all Participating Plans shall be administered in accordance with the applicable terms of ERISA, COBRA, HIPAA, the Newborns’ and Mothers’ Health Protection Act, the Women’s Health and Cancer Rights Act, the Mental Health Parity Act, and all other applicable federal laws.

SECTION 6

Coordination of Benefits

     The Coordination of Benefits (COB) provisions are intended to ensure that, when a Covered Person is covered both by this Plan and by another group health plan or Medicare, the Covered Person shall receive total reimbursement at a level not less than if the Covered Person had coverage only under this Plan. The Plan Administrator shall administer the Plan in accordance with this intended purpose.

     The COB provisions including the order of benefit determination and payment procedures are set forth in the applicable Summary Plan Description insurance policy and certificate of coverage or HMO contract and HMO membership booklet for in the applicable Participating Plan.

SECTION 7

COBRA Continuation Coverage

     The provisions relating to the rights of certain Covered Persons to elect to continue group health coverage under a Participating Medical if, but for such election, a qualifying event would result in a Covered Person’s loss of coverage under the Plan are described in the applicable Summary Plan Description, insurance policy and certificate of coverage, or HMO contract and HMO membership booklet for that Participating Plan. The Plan Administrator may delegate COBRA responsibilities to a committee, entity(ies) or person(s) pursuant to the provisions of ERISA.

SECTION 8

Administration of the Plan

     The Company shall be the Plan Sponsor and the Plan Administrator and shall be a Named Fiduciary of the Plan. The Company may delegate to a committee, entity(ies) or

person(s) the responsibility for managing and administering the Plan pursuant to the provisions of ERISA.

SECTION 9

HIPAA

     The Plan will comply with the HIPAA privacy and security regulation. In accordance with the Privacy Rule standard at 45 C.F.R. §164.504(f), the Health Plan will disclose and will permit its Business Associates or a Health Insurance Issuer or HMO with respect to the Health Plan to disclose health information, including Protected Health Information (“PHI”), to the Plan Sponsor only as under the HIPAA Privacy Regulations.

     In accordance with the Privacy Rule, the Company has a list of employees or classes of employees and other persons under the control of the Plan Sponsor that may be given access to PHI. These listed individuals may only have access to and Use and Disclose PHI for plan administration functions that the Plan Sponsor performs for the Health Plan. And individuals who do not comply with the HIPAA regulations shall be subject to the Health Plan’s Policy on Sanctions for the Improper Use and Disclosure of PHI.

SECTION 10

Claims Procedure

          Claims for benefits and appeals of denied claims under the Plan shall be administered in accordance with Section 503 of ERISA, the regulations thereunder (and any other law that amends, supplements or supersedes said Section of ERISA), and the procedures adopted by the Plan Administrator, or its delegate, as appropriate, for such purpose which procedures are set forth in the applicable Summary Plan Description insurance policy and certificate of coverage or HMO contract and HMO membership booklet for each Participating Plan and are incorporated herein by reference. The Plan shall provide adequate notice to any claimant whose claim for benefits under the Plan has been denied, setting forth the reasons for such denial, and afford a reasonable opportunity to such claimant for a full and fair review by the appropriate Plan Administrator of the decision denying the claim. Benefits will be paid under the Plan only if the Administrator, or its delegate, determines in its discretion that the applicant is entitled to them.

SECTION 11

General Provisions

11.1 Action by Employer

          Any action required or permitted to be taken under the Plan by the Company shall be in accordance with procedures utilized by the Company for that purpose.

11.2 Interests Not Transferable

          Except as otherwise permitted (a) by the Plan Administrator, the Appeals Fiduciary or the Claims Administrator solely to assign benefits as payment to health care providers pursuant to the terms of a Participating Medical Plan; (b) as may be allowed under the terms of a group insurance policy; or (c) as required by the tax withholding provisions of any applicable law, benefits payable to a Covered Person under a Participating Plan are not in any way subject to the Covered Person’s debts or other obligations and may not be voluntarily sold, transferred, alienated or assigned.

11.3 Facility of Payment

          When a Covered Person is under legal disability, or in the opinion of an Employer is in any way incapacitated so as to be unable to manage his or her financial affairs, the Employer, the Plan Administrator, the Appeals Fiduciary or the Claims Administrator may make payments or distributions to the Covered Person’s legal representative or until a claim is made by a conservator or other person legally charged with the care of such person, to a relative or friend of such Covered Person for such person’s benefit; or the Plan Administrator may direct payments or distributions for the benefit of the Covered Person in any manner which is consistent with the provisions of the Participating Plan and any underlying insurance policy. Any payments made in accordance with the foregoing provisions of this subsection shall be a full and complete discharge of any liability for such payment under the Plan and the Participating Plan.

11.4 Employment Rights

          Coverage under the Plan or a Participating Plan does not constitute a contract of employment and participation will not give any Covered Person the right to be employed in the service of the Company or any Employer, nor any right or claim to any benefit under a Participating Plan, unless such right or claim has specifically accrued under the terms of the applicable Participating Plan.

11.5 Litigation by Covered Persons or Other Persons

          To the extent permitted by law, if a legal action begun by or on behalf of any person against the Company, or any Employer (or any employee, officer or member of the Board of Directors of the Company or an Employer) with respect to benefits payable under a Participating Plan or under the Plan results adversely to that person, or if a legal action arises because of conflicting claims to a Covered Person’s benefits, the cost to the Company or the Employer (or employee, officer or member of the Board of Directors of the Company or an Employer) of defending the action will be charged to the sums, if any, that were involved in the action or were payable to or on behalf of the Covered Persons concerned.

11.6 Evidence

     Evidence required of anyone under a Participating Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties.

11.7 Gender and Number

     Where the context admits, words in the masculine gender shall include the feminine and neuter genders, the singular shall include the plural, and the plural shall include the singular.

11.8 Waiver of Notice

     Any notice required under a Participating Plan may be waived by the person entitled to such notice.

11.9 Severability

     In case any provisions of the Plan or a Participating Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of the Plan or Participating Plan, and the Plan or Participating Plan shall be construed and enforced as if such illegal and invalid provisions had never been set forth in the Plan or Participating Plan.

11.10 Controlling Law

     To the extent not superseded by laws of the United States, the Laws of Minnesota shall be controlling in all matters relating to a Participating Plan and the Plan.

11.11 Recovery of Benefits

     In the event a Covered Person receives a benefit payment under a Participating Plan which is in excess of the benefit payment which should have been made, the Company shall have the right to recover the amount of such excess from such Covered Person. The Company may, however, at its option, direct the Claims Administrator or Appeals Fiduciary to deduct the amount of such excess from any subsequent benefits payable under the Participating Plan to or for the benefit of the Covered Person as allowed under any applicable law. Overpayments made under an insured Participating Plan shall be recoverable under the terms of the applicable insurance policy.

11.12 Right of Reimbursement

     Notwithstanding any provisions of the Plan to the contrary, the provisions of this subsection shall apply if a person or persons other than the Covered Person who makes a claim for benefits is considered responsible (the “responsible person(s)”) for the sickness, injury or other condition causing the Covered Person to receive benefits under the Plan. The claim of, or with respect to, a Covered Person for benefits under the Plan does not affect the Covered Person’s claim or right to action for all damages against a responsible person. The Covered Person and Dependent shall agree as a condition to participating in the Plan that the Plan has the right to subrogation. Upon payment of any benefits under this Plan, the Plan reserves the right to be subrogated to the rights of a Covered Person, any Dependent(s), or heirs, guardians, executors, or other representatives, to recovery from any responsible person for payment of medical expenses incurred as a result of sickness, injury or other condition sustained by a Covered Person or any Dependents. If benefits are paid under the Plan and the Covered Person or Dependent(s) later obtains a recovery, the Covered Person is obligated under the terms of this Plan to reimburse the Plan for the benefits paid. The Plan shall be reimbursed in full for benefits paid, regardless of whether the Covered Person or Dependent(s) have been “made whole” or fully compensated for damages by any responsible person or third party alleged to be legally responsible to the Covered Person, including the automobile or liability carrier of the Covered Person, and regardless of whether medical expenses are itemized in a payment or award. Reimbursement due the Plan shall not be subject to or limited by any proration formula that takes into account the relationship between the amount of damages claimed by the Covered Person and the amount of recovery received by the Covered Person, whether by settlement, judgment, insurance proceeds or in any other manner, nor shall it be subject to or limited by any reduction of any recovery of payment due to the Covered Person’s or any third party’s fault or negligence.

          The Covered Person and Dependent(s) must cooperate with the Plan Administrator in assisting it to protect its legal rights under these subrogation provisions. The Plan maintains both a right of reimbursement and a separate right of subrogation. The Covered Person and Dependent(s) must do nothing to prejudice the Plan’s rights

under this provision, either before or after the need for services or benefits from this Plan. The Covered Person is obligated to immediately inform the Plan Administrator of any illness or injury of the Covered Person or Dependent(s) for which a claim for damages may be made against any responsible person or third party, including an automobile or liability carrier of the Covered Person or Dependent(s). The Covered Person shall acknowledge that the subrogation right and reimbursement right of the Plan shall be considered the first priority claim against any responsible person or third party, to be paid on a first-dollar basis before any other claims which may exist are paid, including claims by the Covered Person or Dependent(s) for general damages. The Covered Person and Dependent shall assign to the Plan, if requested by the Plan, any amounts received as a judgment, recovery or settlement, to the full extent of the Plan’s cost for benefits paid and consent to an equity for such lien amount.

          The payment of benefits under this subsection is conditioned upon the Plan’s right of reimbursement from the proceeds of any recovery received by or payable to the Covered Person, whether by settlement, judgment, insurance proceeds, or otherwise. The Plan may, at its discretion, take such action as may be necessary and appropriate to preserve its rights, including placing a lien against any responsible person or other third party recovery to the extent of the benefits paid by the Plan for the subject illness or injury, bringing suit on behalf of the Covered Person or Dependent(s), or intervening in any lawsuit involving the Covered Person or Dependent(s) related to the illness or injury. The Plan may, at its discretion, require the assignment of the Covered Person or Dependent(s) right of recovery, up to the extent of benefits provided under the Plan. The Plan may initiate any suit against the Covered Person or Dependent(s) or the legal representative of the same to enforce the terms of this Plan. Any proceeds collected, held or received by the Covered Person, Dependent(s), legal representative, or any other party to whom such proceeds may be paid by virtue of a settlement of, or judgment relating to, any claim of the Covered Person or Dependent(s) that arises from the same event to which payment by the Plan is related, are constructively held in trust for the benefit of the Plan and for satisfaction of the Plan’s subrogation right and/or reimbursement right. The Plan also reserves the right to require the Covered Person or Dependent(s) to sign a reimbursement agreement before releasing payment when a responsible person or third party, including an automobile or liability carrier, may be responsible for payment of medical expenses. A violation of the reimbursement agreement is considered a violation of the terms of the Plan.

     If the Covered Person should directly receive payment from or on behalf of any responsible person or from a third party, the Covered Person is required to immediately reimburse the Plan on a first dollar basis the full amount of benefits paid by the Plan, up to the aggregate amount recovered from or on behalf of each responsible person and any third party. Except to the extent permitted by the Plan Administrator pursuant to nondiscriminatory rules established by the Plan Administrator in its discretion, the Plan will not pay attorney fees or costs associated with a Covered Person’s claim or lawsuit.

To the extent permitted by applicable law, amounts due the Plan under this subsection may be applied against any other present or future benefits (and thereby reduce such benefits) payable under this Plan to or on behalf of the Covered Person or any Dependent(s), regardless of whether such benefits are related to the subject sickness, injury or other condition.

11.13 Information to be Furnished by Covered Persons

     Covered Persons under a Participating Plan must furnish the Plan Administrator, the Appeals Fiduciary and the Claims Administrator, as applicable, with such evidence, data or information as the Plan Administrator, the Appeals Fiduciary or the Claims Administrator consider necessary or desirable for administrative purposes. A fraudulent misstatement or omission of fact made by a Covered Person on an enrollment form or a claim for benefits may be used to cancel coverage and/or to deny claims for benefits under the Participating Plan.

11.14 Administrator Decisions Final

     The Claims Administrator and the Appeals Fiduciary have the discretionary authority to determine eligibility for benefits under the Plan and each Participating Plan, subject to the terms of the Participating Plan and any underlying insurance contract. The Plan Administrator retains full discretionary authority over all appeals following an initial claim denial with respect to the Participating Medical and Dental Plans. The insurance company or HMO has discretionary authority to interpret the terms of the insurance policy or HMO contract and membership certificate and to decide benefit claims under the applicable contract. Subject to applicable law, any interpretation of the provisions of the Plan or a Participating Plan and any decisions on any matter within the discretion of the Plan Administrator, the Claims Administrator, the Appeals Fiduciary, an insurance company or an HMO made in good faith shall be binding on all persons. A misstatement or other mistake of fact shall be corrected when it becomes known to the parties, and the Plan Administrator or appropriate Claims Administrator, the Appeals Fiduciary, insurance company, or HMO shall make such adjustment on account thereof as it considers equitable and practicable. Neither the Plan Administrator, any Claims Administrator, Appeals Fiduciary, insurance company, HMO, nor any Employer shall be liable in any manner for any determination of fact made in good faith. Benefits shall be paid under the Plan if the Plan Administrator, or its delegate, decides in its discretion that the applicant is entitled to them.

     After exhaustion of the Plan’s claim procedures, any further legal action taken against the Plan or its fiduciaries by the Retiree or Dependent (or other claimant) for benefits under the Plan must be filed in a court of law no later than one year after the Appeals Fiduciary’s final decision regarding the claim. No action at law or in equity shall

be brought to recover benefits under this Plan until the appeal rights herein provided have been exercised and the Plan benefits requested in such appeal have been denied in whole or in part.

11.15 Uniform Rule

     The Plan Administrator and each Claims Administrator and Appeals Fiduciary shall administer the Plan and Participating Plans on a reasonable and nondiscriminatory basis and shall apply uniform rules to all Covered Persons similarly situated.

11.16 Cost of Plan Administration

     The costs and expenses incurred by the Employers in administering the Plan shall be paid by the Employers.

11.17 Physical Examination

     The Plan Administrator, a Claims Administrator, an Appeals Fiduciary or any insurance company or HMO at its own expense, shall have the right and opportunity to have the Covered Person whose illness or injury or sickness is the basis of a claim, examined by a physician designated by it, when and as often as it may reasonably require during the pendency of a claim under the Plan, provided it is not otherwise prohibited by law.

11.18 Certificates of Coverage

     The Plan Administrator shall provide a certificate of creditable coverage in accordance with HIPAA to any Covered Person or former Covered Person who (i) terminates coverage under the Participating Medical or Dental Plan; (ii) terminates COBRA continuation coverage under the Participating Medical or Dental Plan; or (iii) requests a certificate of creditable coverage from the Plan Administrator at any time within 24 months of the loss of coverage under a Participating Medical or Dental Plan. Notwithstanding the foregoing, there shall be no obligation for the Plan Administrator to furnish a certificate of creditable coverage to a Covered Person or former Covered Person if an insurer or HMO has already provided such a certificate to the Covered Person or former Covered Person.

11.19 Indemnification

     The Company shall fully protect and indemnify the Plan Administrator and each other officer and employee of the Company serving in a fiduciary capacity under the Plan

against any and all liabilities, damages, costs and expenses (including reasonable attorney’s fees) incurred by such individual by reason of any act or failure to act made in good faith and consistent with the provisions of the Plan, including costs and expenses incurred in defense or settlement of any claim relating thereto. A Plan fiduciary that is a third party service provider or an insurer shall not be entitled to indemnification pursuant to this Section and shall only be indemnified to the extent provided in a written agreement with such service provider.

SECTION 12

Amendment and Termination

12.1 Amendment

     Any part or all of the Plan and any Participating Plan may be amended by the Company at any time. Any policy providing insured benefits (including an HMO contract) may be amended by the Company with the agreement of the insurance company or the HMO at any time, except that no amendment shall reduce the amount of benefits payable for claims incurred prior to the date of amendment, determined in accordance with the terms of the Participating Plan as in effect prior to such date. All amendments shall be made by action of the Company’s Board of Directors or its delegate(s) or a committee or a person or persons designated to act on behalf of the Board of Directors or its delegate.

12.2 Right to Terminate

     No provision in this Plan document, including any provision in the Supplements hereto or any insurance policy, HMO membership booklet, or Summary Plan Descriptions incorporated by reference in said Supplements, is intended to commit the Company or any Employer to the provision of permanent welfare benefits of any type to any class of Covered Persons, eligible Employees or Dependents, or to the maintenance of the Plan. The Company shall have the sole authority to terminate part or all of the Plan as to some or all classes of Covered Persons and/or any Participating Plan at any time. An Employer may terminate participation in any Participating Plan as to its employees at any time with the written consent of the Company subject to the Employer satisfying any remaining funding obligations for one or more of the Participating Plans. In the event of the dissolution, merger, consolidation or reorganization of an Employer, participation in all plans shall terminate as to such Employer, unless the participation in one or more of the Participating Plans is continued by a successor to such Employer with the consent of the Company. In the event of any such termination, the same limitation with respect to its effect shall apply as set forth in subsection 12.1.

12.3 Notice of Amendment or Termination

     Covered Persons will be notified of any amendment or termination of a Participating Plan or of the Plan within a reasonable time. Upon the termination of a Participating Plan or the Plan, any benefit rights of all Covered Persons affected thereby shall become payable as the Plan Administrator may direct.

SUPPLEMENT A
(Effective January 1, 2009)

Participating Medical Plans

          A-1. Purpose. The purpose of this Supplement A is to incorporate by reference the terms and provisions of the documents governing eligibility and benefits under the medical plans specified in paragraph A-2 (“Participating Medical Plans”) made available to eligible Employees and their eligible Dependents. Unless otherwise defined herein, capitalized terms in this Supplement A shall have the same meaning given them in Section 2 of the Plan document.

          A-2. Participating Medical Plan Documents Incorporated By Reference. The terms and provisions of the following Participating Medical Plan documents are incorporated herein by reference and, subject to the terms of paragraph A-3, constitute the controlling terms and provisions of the applicable Participating Medical Plans.

          The terms and provisions of the following Participating Medical Plans’ documents, including the most recent Summary Plan Description for the Plans (including any Summaries of Material Modification thereof):

• General Mills, Inc. Senior Executive Plan

• General Mills International Health Plan Option

          The plans listed above are fully insured. The Company, in its sole discretion, retains the right to amend the insurance policy in conjunction with the applicable insurance company or to terminate the insurance policy at any time. The Company, in its sole discretion, retains the right to amend or terminate a Participating Medical Plan or to change the cost of Participating Medical Plan coverage at any time. Covered Persons will be notified prior to the effective date of any change.

          A-3. Resolution of Conflicts. The Company has the discretionary authority to determine eligibility and to interpret the Participating Medical Plan documentation incorporated by reference under this Supplement A. In the event there is a conflict between the Plan document, this Supplement A, and the Participating Medical Plan documents incorporated herein by reference, the terms of the Plan document shall control first, this Supplement A next, and the Participating Medical Plan documents incorporated herein by reference last. In the case of issues relating to fully insured benefits, the applicable contract and membership booklet or the applicable insurance policy and certificate shall control to the extent it does not conflict with the terms of the Plan document, the Summary Plan Description or applicable state or federal law.

A-1

GENERAL MILLS EXECUTIVE HEALTH PLAN

GENERAL PROVISIONS

As used in this booklet:

“Accident and health” means any dental, dismemberment, hospital, long term disability, major medical, out-of-network point-of-service, prescription drug, surgical, vision care or weekly loss-of-time insurance provided by this plan.

“Covered person” means an employee or a dependent insured by this plan.

“Employer” means the employer who purchased this plan.

“Our,” “The Guardian,” “us” and “we” mean The Guardian Life Insurance Company of America.

“Plan” means the Guardian plan of group insurance purchased by your employer.

“You” and “your” mean an employee insured by this plan.

Limitation of Authority

No person, except by a writing signed by the President, a Vice President or a Secretary of The Guardian, has the authority to act for us to: (a) determine whether any contract, plan or certificate of insurance is to be issued; (b) waive or alter any provisions of any insurance contract or plan, or any requirements of The Guardian; (c) bind us by any statement or promise relating to any insurance contract issued or to be issued; or (d) accept any information or representation which is not in a signed application.

Incontestability

This plan is incontestable after two years from its date of issue, except for non-payment of premiums. No statement in any application, except a fraudulent statement, made by a person insured under this plan shall be used in contesting the validity of his insurance or in denying a claim for a loss incurred, or for a disability which starts, after such insurance has been in force for two years during his lifetime. If this plan replaces a plan your employer had with another insurer, we may rescind the employer’s plan based on misrepresentations made by the employer or an employee in a signed application for up to two years from the effective date of this plan.

Examination and Autopsy

We have the right to have a doctor of our choice examine the person for whom a claim is being made under this plan as often as we feel necessary. And we have the right to have an autopsy performed in the case of death, where allowed by law. We’ll pay for all such examinations and autopsies.

Coordination Between Continuation Sections

A covered person may be eligible to continue his group health benefits under this plan’s “Federal Continuation Rights” section and under other continuation sections of this plan at the same time. If he chooses to continue his group health benefits under more than one section, the continuations: (a) start at the same time; (b) run concurrently; and (c) end independently, on their own terms. A covered person covered under more than one of this plan’s continuation sections: (a) will not be entitled to duplicate benefits; and (b) will not be subject to the premium requirements of more than one section at the same time.

An Important Notice About Continuation Rights

The following “Federal Continuation Rights” section may not apply to the employer’s plan. The employee must contact his employer to find out if: (a) the employer is subject to the “Federal Continuation Rights” section, and therefore; (b) the section applies to the employee.

YOUR CONTINUATION RIGHTS

Federal Continuation Rights

Important Notice This section applies only to any dental, out-of-network point-of-service medical, major medical, prescription drug or vision coverages which are part of this plan. In this section, these coverages are referred to as “group health benefits.” This section does not apply to any coverages which apply to loss of life, or to loss of income due to disability. These coverages can not be continued under this section. Under this section, “qualified continuee” means any person who, on the day before any event which would qualify him or her for continuation under this section, is covered for

group health benefits under this plan as: (a) a covered active employee or qualified retiree; (b) the spouse of a covered active employee or qualified retiree; or (c) the dependent child of a covered active employee or qualified retiree. A child born to, or adopted by, the covered activee employee or qualified retiree during a continuation period is also a qualified continuee. Any other person who becomes covered under this plan during a continuation provided by this section is not a qualified continuee.

Conversion Continuing the group health benefits does not stop a qualified continuee from converting some of these benefits when continuation ends. But, conversion will be based on any applicable conversion privilege provisions of this plan in force at the time the continuation ends.

If Your Group Health Benefits End

If your group health benefits end due to your termination of employment or reduction of work hours, you may elect to continue such benefits for up to 18 months, if you were not terminated due to gross misconduct. The continuation: (a) may cover you or any other qualified continuee; and (b) is subject to “When Continuation Ends”.

Extra Continuation for Disabled Qualified Continuees

If a qualified continuee is determined to be disabled under Title II or Title XVI of the Social Security Act on or during the first 60 days after the date his or her group health benefits would otherwise end due to your termination of employment or reduction of work hours, and such disability lasts at least until the end of the 18 month period of continuation coverage, he or she or any member of that person’s family who is a qualified continuee may elect to extend his or her 18 month continuation period explained above for up to an extra 11 months. To elect the extra 11 months of continuation, a qualified continuee must give your employer written proof of Social Security’s determination of the disabled qualified continuee’s disability as described in “The Qualified Continuee’s Responsibilities”. If, during this extra 11 month continuation period, the qualified continuee is determined to be no longer disabled under the Social Security Act, he or she must notify your employer within 30 days of such determination, and continuation will end, as explained in “When Continuation Ends.” This extra 11 month continuation is subject to “When Continuation Ends”.

An additional 50% of the total premium charge also may be required from all qualified continuees who are members of the disabled qualified continuee’s family by your employer during this extra 11 month continuation period, provided the disabled qualified continuee has extended coverage.

Special Continuance for Retired Employees and their Dependents

If your group health benefits end due to a bankruptcy proceeding under Title 11 of the United States Code involving the employer, you may elect to continue such benefits, provided that:

(a) you are or become a retired employee on or before the date group health benefits end; and

(b) you and your dependents were covered for group health benefits under this plan on the day before the bankruptcy proceeding under Title 11 of the United States Code.

The continuation can last for your lifetime. After your death, the continuation period for a dependent can last for up to 36 months. For purposes of this special continuance, a substantial elimination of coverage for you and your dependents within one year before or after the start of such proceeding will be considered loss of coverage. If you die before the bankruptcy proceeding under Title 11 of the United States Code, your surviving spouse and dependent children may elect to continue group health benefits on their own behalf, provided they were covered on the day before such proceedings. The continuation can last for your surviving spouse’s lifetime. This special continuance starts on the later of: (a) the date of the proceeding under Title 11; or (b) the day after the date group health benefits would have ended. It ends as described in “When Continuation Ends”, except that a person’s entitlement to Medicare will not end such continuance.

If You Die While Insured

If you die while insured, any qualified continuee whose group health benefits would otherwise end may elect to continue such benefits. The continuation can last for up to 36 months, subject to “When Continuation Ends”.

If Your Marriage Ends

If your marriage ends due to legal divorce or legal separation, any qualified continuee whose group health benefits would otherwise end may elect to continue such benefits. The continuation can last for up to 36 months, subject to “When Continuation Ends”.

If a Dependent Child Loses Eligibility

If a dependent child’s group health benefits end due to his or her loss of dependent eligibility as defined in this plan, other

than your coverage ending, he or she may elect to continue such benefits. However, such dependent child must be a qualified continuee. The continuation can last for up to 36 months, subject to “When Continuation Ends”.

Concurrent Continuations

If a dependent elects to continue his or her group health benefits due to your termination of employment or reduction of work hours, the dependent may elect to extend his or her 18 month or 29 month continuation period to up to 36 months, if during the 18 month or 29 month continuation period, the dependent becomes eligible for 36 months of continuation due to any of the reasons stated above. The 36 month continuation period starts on the date the 18 month continuation period started, and the two continuation periods will be deemed to have run concurrently.

Special Medicare Rule

If you become entitled to Medicare before a termination of employment or reduction of work hours, a special rule applies for a dependent. The continuation period for a dependent, after your later termination of employment or reduction of work hours, will be the longer of: (a) 18 months (29 months if there is a disability extension) from your termination of employment or reduction of work hours; or (b) 36 months from the date of your earlier entitlement to Medicare. If Medicare entitlement occurs more than 18 months before termination of employment or reduction of work hours, this special Medicare rule does not apply.

The Qualified Continuee’s Responsibilities

A person eligible for continuation under this section must notify your employer, in writing, of: (a) your legal divorce or legal separation from your spouse; (b) the loss of dependent eligibility, as defined in this plan, of an insured dependent child; (c) a second event that would qualify a person for continuation coverage after a qualified continuee has become entitled to continuation with a maximum of 18 or 29 months; (d) a determination by the Social Security Administration that a qualified continuee entitled to receive continuation with a maximum of 18 months has become disabled during the first 60 days of such continuation; and (e) a determination by the Social Security Administration that a qualified continuee is no longer disabled. Notice of an event that would qualify a person for continuation under this section must be given to your employer by a qualified continuee within 60 days of the latest of: (a) the date on which an event that would qualify a person for continuation under this section occurs; (b) the date on which the qualified continuee loses (or would lose) coverage under this plan as a result of the event; or (c) the date the qualified continuee is informed of the responsibility to provide notice to your employer and this plan’s procedures for providing such notice. Notice of a disability determinaton must be given to your employer by a qualified continuee within 60 days of the latest of: (a) the date of the Social Security Administration determination; (b) the date of the event that would qualify a person for continuation; (c) the date the qualified continuee loses or would lose coverage; or (d) the date the qualified continuee is informed of the responsibility to provide notice to your employer and this plan’s procedures for providing such notice. But such notice must be given before the end of the first 18 months of continuation coverage.

Your Employer’s Responsibilities

A qualified continuee must be notified, in writing, of: (a) his or her right to continue this plan’s group health benefits; (b) the premium he or she must pay to continue such benefits; and (c) the times and manner in which such payments must be made.

Your employer must give notice of the following qualifying events to the plan administrator within 30 days of the event: (a) your death; (b) termination of employment (other than for gross misconduct) or reduction in hours of employment; (c) Medicare entitlement; or (d) if you are a retired employee, a bankruptcy proceeding under Title 11 of the United States Code with respect to the employer. Upon receipt of notice of a qualifying event from your employer or from a qualified continuee, the plan administrator must notify a qualified continuee of the right to continue this plan’s group health benefits no later than 14 days after receipt of notice. If your employer is also the plan administrator, in the case of a qualifying event for which an employer must give notice to a plan administrator, your employer must provide notice to a qualified continuee of the right to continue this plan’s group health benefits within 44 days of the qualifying event. If your employer determines that an individual is not eligible for continued group health benefits under this plan, they must notify the individual with an explanation of why such coverage is not available. This notice must be provided within the time frame described above. If a qualified continuee’s continued group health benefits under this plan are cancelled prior to the maximum continuation period, your employer must notify the qualified continuee as soon as practical following determination that the continued group health benefits shall terminate.

Your Employer’s Liability

Your employer will be liable for the qualified continuee’s continued group health benefits to the same extent as, and in place of, us, if: (a) he or she fails to remit a qualified continuee’s timely premium payment to us on time, thereby causing the qualified continuee’s continued group health benefits to end; or (b) he or she fails to notify the qualified continuee of his or her continuation rights, as described above.

Election of Continuation

To continue his or her group health benefits, the qualified continuee must give your employer written notice that he or she elects to continue. This must be done by the later of: (a) 60 days from the date a qualified continue receives notice of his or her continuation rights from your employer as described above; or (b) the date coverage would otherwise end. And the qualified continuee must pay his or her first premium in a timely manner. The subsequent premiums must be paid to your employer, by the qualified continuee, in advance, at the times and in the manner specified by your employer. No further notice of when premiums are due will be given. The premium will be the total rate which would have been charged for the group health benefits had the qualified continuee stayed insured under the group plan on a regular basis. It includes any amount that would have been paid by your employer. Except as explained in “Extra Continuation for Disabled Qualified Continuees”, an additional charge of two percent of the total premium charge may also be required by your employer. If the qualified continuee fails to give your employer notice of his or her intent to continue, or fails to pay any required premiums in a timely manner, he or she waives his or her continuation rights.

Grace in Payment of Premiums

A qualified continuee’s premium payment is timely if, with respect to the first payment after the qualified continuee elects to continue, such payment is made no later than 45 days after such election. In all other cases, such premium payment is timely if it is made within 31 days of the specified due date. If timely payment is made to the plan in an amount that is not significantly less than the amount the plan requires to be paid for the period of coverage, then the amount paid is deemed to satisfy the requirement for the premium that must be paid; unless your employer notifies the qualified continuee of the amount of the deficiency and grants an additional 30 days for payment of the deficiency to be made. Payment is calculated to be made on the date on which it is sent to your employer.

When Continuation Ends

A qualified continuee’s continued group health benefits end on the first of the following:

(1) with respect to continuation upon your termination of employment or reduction of work hours, the end of the 18 month period which starts on the date the group health benefits would otherwise end;

(2) with respect to a qualified continuee who has an additional 11 months of continuation due to disability, the earlier of: (a) the end of the 29 month period which starts on the date the group health benefits would otherwise end; or (b) the first day of the month which coincides with or next follows the date which is 30 days after the date on which a final determination is made that the disabled qualified continuee is no longer disabled under Title II or Title XVI of the Social Security Act;

(3) with respect to continuation upon your death, your legal divorce, or legal separation, or the end of an insured dependent’s eligibility, the end of the 36 month period which starts on the date the group health benefits would otherwise end;

(4) the date the employer ceases to provide any group health plan to any employee;

(5) the end of the period for which the last premium payment is made;

(6) the date, after the date of election, he or she becomes covered under any other group health plan which does not contain any pre-existing condition exclusion or limitation affecting him or her; or

(7) the date, after the date of election, he or she becomes entitled to Medicare.

Any person whose continued health benefits end as described in (1), (2), (3) or (4) above may elect to convert some of these benefits to an individual insurance policy we normally issue for conversions at the time he or she elects to convert, if conversion is available under this plan. If conversion is available, the applicant must apply to us in writing and pay the required premium. This must be done within 31 days of the date the applicant’s continued group health benefits end. We do not ask for proof of insurability. The converted policy takes effect on the date the applicant’s continued group health benefits end. If the applicant is a minor or incompetent, the person who cares for and supports the applicant may apply for him or her.

The converted policy will be renewable and will comply with the laws of the place the applicant lived when he or she applied. But, it will not provide exactly the same benefits the applicant had under the group plan. Write to us for details. The premium for the converted policy will be based on: (a) the policy the applicant selects; (b) the risk and rate class, under the group plan, of the people to be covered; and (c) the ages of the people to be covered as of the date the converted policy takes effect. A covered person may also convert in certain other situations. Read this plan’s group health conversion section for details. But, at no time can a person be covered under more than one converted health policy.

Uniformed Services Continuation Rights

If you enter or return from military service, you may have special rights under this plan as a result of the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”). If your group health benefits under this plan would otherwise end because you enter into active military service, this plan will allow you, or your dependents, to continue such coverage in accord with the provisions of USERRA. As used here, “group health benefits” means any dental, out-of-network point-of service medical, major medical, prescription drug or vision coverages which are part of this plan. Coverage under this plan may be continued while you are in the military for up to a maximum period of 24 months beginning on the date of absence from work. Continued coverage will end if you fail to return to work in a timely manner after military service ends as provided under USERRA. You should contact your employer for details about this continuation provision including required premium payments.

YOUR CONTINUATION RIGHTS

Important Notice

This section applies only to the hospital, surgical, medical and major medical expense coverages provided by this group plan. These coverages are referred to as group health insurance. This section does not apply to coverages which provide benefits for loss of life, loss of income due to disability, prescription drug expense, or dental expense. These coverages cannot be continued under this section. Any continuation of group health insurance under this section shall be subject to all the terms and conditions of this plan.

Group Health Continuation Rights

If Employment or Eligibility Ends

An employee whose group health insurance ends because his employment or membership in a class of eligible employees ends may elect to continue his group health coverage, if:

(a) he has been continuously insured under the group plan for at least three months ;

(b) he is not covered by Medicare;

(c) he is not covered by similar benefits under another group plan;

(d) he has not exercised any conversion rights he may have under this group plan.

However, continuation will not be available to the employee if he commited a theft or a felony in connection with his job and as a result was fired and convicted by a court of competent jurisdiction. The continuation will cover the employee. And, he may elect to continue coverage for his insured dependents. Subject to the timely payment of premiums, an employee may continue the group health insurance until the earliest of the following:

(a) the expiration of a 9 month period which starts on the date his group health insurance would otherwise end;

(b) the date he becomes eligible for, or covered by, Medicare;

(c) the date he becomes covered by similar benefits under another group plan;

(d) the end of the period for which the last premium payment was made;

(e) the date the group plan ends, or is amended to end for the class of employees to which the employee belonged;

(f) with respect to each dependent, the date such dependent ceases to be an eligible dependent as defined in the group plan.

The Employer’s Responsibility

The employer must give written notice to the employee, of:

(a) the employee’s right to elect to continue his group health insurance under this part;

(b) the monthly premium the employee must pay to continue such group health insurance; and

(c) the times and manner in which the premium must be paid to the employer.

Such notice must be mailed to the employee’s last known address, as shown on the employer’s records.

The Employee’s Responsibility

To continue his group health insurance, the employee must give written notice to the employer. And, he must pay the employer, on a monthly basis, the total cost of the continued coverage. The written notice must be given, and the first premium payment must be made, within 60 days of the termination of coverage. The employee waives his right to continue if he fails to give the said notice or fails to pay a premium on time.

The Premium The monthly premium will be the total rate which would have been charged had the employee stayed insured under the group plan on a regular basis. It includes any amount which would have been paid by the employer.

The Employer’s Liability

The employer shall be liable to the same extent as, and in place of, us, if:

(a) the employee paid his premium on time; but

(b) the employer failed to remit the payment to us on the employee’s behalf; and

(c) we cancel the employee’s group health insurance due to the employer’s failure to remit the payment.

The employer shall also be liable if he fails to notify the employee of the employee’s right to continue his group health insurance under this part.

The Right to Convert

At the end of the continuation period under this section, conversion rights which the employee may be entitled to shall be available to him according to the terms and conditions of this plan.

Dependent Spouse Continuation Rights

Important Notice

This section applies only to any hospital, surgical, medical, major medical, prescription drug, and dental expense coverages as that are provided by this plan. In this section, these coverages are referred to as “group health benefits.” This section does not apply to coverages which provide benefits for loss of life or loss of income due to disability. These coverages, if provided, cannot be continued under this section. Any continuation of group health benefits under this section will be subject to all of the terms and conditions of this plan.

If An Employee’s Marriage Ends Or If An Employee Dies While Covered

If an employee’s marriage ends by legal divorce or annulment, or if an employee dies while covered, his or her then covered spouse may continue this plan’s group health benefits subject to all the terms and conditions below and to the timely payment of premiums. Such group health benefits may cover the employee’s former spouse and those of the employee’s dependent children whose group health benefits would otherwise end.

If An Employee Retires While Covered

If an employee retires while covered, his or her then covered spouse who is age 55 or older at that time may continue this plan’s group health benefits subject to all the terms and conditions below and to the timely payment of premiums. Such group health benefits may cover the retired employee’s spouse and those of the retired employee’s dependent children whose group health benefits would otherwise end.

How And When To Continue The Group Health Benefits

To continue the group health benefits, the employee’s former spouse or retired employee’s spouse must: (a) be covered for group health benefits under this plan at the time the marriage ends or the employee dies or retires; (b) in the case of a retired employee’s spouse, be age 55 or older at the time the employee retires; (c) give written notice to Guardian or the employer of the end of the marriage or the death or retirement of the employee within 30 days after such event occurs; and (d) elect to continue the group health benefits and pay the first monthly premium as described below. If the employee’s former spouse or retired employee’s spouse fails to elect to continue group health benefits, and/or fails to pay the first monthly premium, within 30 days after the date he or she receives the notice described below, group health benefits will end, and he or she waives the right to continue group health benefits under this plan.

The Employer’s Responsibility

The employer must give written notice to Guardian within 15 days of the date of receipt of written notice from the employee’s spouse of the end of the marriage or the death or retirement of the employee. The employer’s notice must include the former spouse’s or retired employee’s spouse’s place of residence. The employer must also send, at the same time, a copy of such notice to the employee’s former spouse or retired employee’s spouse at the employee’s former spouse’s or retired employee’s spouse’s place of residence.

Guardian’s Responsibility

Within 30 days after the date of receipt of written notice from the employer, employee’s former spouse or retired employee’s spouse of the end of the marriage or the death or retirement of the employee, Guardian will notify the employee’s former spouse or retired employee’s spouse of his or her right to continue group health benefits for him or her and those of the employee’s or retired employee’s dependent children whose group health benefits would otherwise end. Guardian’s notice will be sent by certified mail, return receipt requested to the former spouse’s or retired employee’s

spouse’s place of residence. This notice will include: (a) a form for electing to continue group health benefits; (b) the amount of periodic premiums to be charged to continue group health benefits, and the method and place of payment; and (c) instructions for returning the election form within 30 days after the date it is received.

If Guardian fails to give notice as required above, all premiums for continued group health benefits will be waived from the date notice was required until the date notice is sent. Except as stated below, group health benefits will continue under the terms and conditions of this plan from the date notice was required until the date notice is sent. This will not apply where the group health benefits that exist at the time the notice was to be sent are ended for all employees or the class of employees to which the employee, deceased employee, or retired employee belongs.

Premiums

The monthly premium for continued group health benefits will be computed as follows:

1. With respect to a former spouse who has not reached the age of 55 at the time continued group health benefits start: (a) an amount, if any, that would be charged an employee if the former spouse were a current employee of the employer; plus (b) an amount, if any, that the employer would contribute toward the premium if the former spouse were a current employee.

2. With respect to a retired employee’s spouse or former spouse who has reached the age of 55 at the time continued group health benefits start:

(a) For each month during the first two years of continued group health benefits: (i) an amount, if any, that would be charged an employee if the retired employee’s spouse or the former spouse were a current employee of the employer; plus (ii) an amount, if any, that the employer would contribute toward the premium if the retired employee’s spouse or the former spouse were a current employee.

(b) Starting two years after continued group health benefits start: (i) an amount, if any, that would be charged an employee if the retired employee’s spouse or the former spouse were a current employee of the employer; plus (ii) an amount, if any, that the employer would contribute toward the premium if the retired employee’s spouse or the former spouse were a current employee; plus (iii) an additional amount, not to exceed 20% of the total of the amounts determined by (i) and (ii), for costs of administration.

When Continued Group Health Benefits End

Continued group health benefits end for each covered person on the first to occur of the following:

1. With respect to a former spouse who has not reached the age of 55 at the time continued group health benefits start: (a) the end of the period for which the last premium payment was made; (b) the date the person becomes covered for similar benefits under another group plan; (c) the date the former spouse remarries; (d) with respect to each person, the date such person’s coverage would cease if the employee and former spouse were still married to each other, but group health benefits will not be modified or ended during the first 120 days in a row after the employee’s death or end of the marriage unless the group health benefits under this plan are modified or ended for all employees or the class of employees to which the employee belongs; and (e) the end of two years from the date the person’s continued group health benefits began.

2. With respect to a retired employee’s spouse or the former spouse who has reached the age of 55 at the time continued group health benefits start: (a) the end of the period for which the last premium payment was made; (b) the date the person becomes covered for similar benefits under another group plan; (c) the date the former spouse remarries; (d) with respect to each covered person, the date such person’s coverage would cease, except due to the employee’s retirement, if the employee and former spouse were still married to each other, but group health benefits will not be modified or ended during the first 120 days in a row after the employee’s death or retirement or end of the marriage unless the group health benefits under this plan are modified or ended for all employees or the class of employees to which the employee belongs; and (e) the date the person reaches the qualifying age or otherwise becomes eligible for Medicare.

The Right To Convert

When a person’s continued group health benefits end, conversion rights to which he or she may be entitled will be available according to all the terms and conditions of this plan.

Dependent Child Continuation Rights

Important Notice This section applies to any hospital, surgical, medical, major medical, prescription drug, and dental expense coverages that are provided by this plan. In this section, these coverages are referred to as “group health benefits.” This section does not apply to coverages which provide benefits for loss of life or loss of income due to disability. These coverages, if provided, cannot be continued under this section. Any continuation of group health benefits under this section will be subject to all of the terms and conditions of this plan.

If An Employee Dies While Covered

If an employee dies while covered, his or her then covered dependent child, or a responsible adult acting on behalf of the child, may continue this plan’s group health benefits subject to all the terms and conditions below and to the timely payment of premiums. Such group health benefits may cover the child whose group health benefits would otherwise end. This continuation is not available if the child’s group health benefits are being continued as provided in the Dependent Spouse Continuation section.

If A Dependent Child Reaches This Plan’s Limiting Age

If an employee’s dependent child reaches this plan’s limiting age, he or she may continue this plan’s group health benefits subject to all the terms and conditions below and to the timely payment of premiums. Such group health benefits may cover the child whose group health benefits would otherwise end.

How And When To Continue The Group Health Benefits

To continue the group health benefits, the employee’s dependent child must be covered for group health benefits under this plan at the time the employee dies or the child reaches this plan’s limiting age. The child, or a responsible adult acting on behalf of the child in the case of the employee’s death, must: (a) give written notice to Guardian or the employer of the death of the employee or the child reaching the limiting age within 30 days after such event occurs; and (b) elect to continue the group health benefits and pay the first monthly premium as described below. If the child, or a responsible adult acting on behalf of the child in the case of the employee’s death, fails to elect to continue group health benefits, and/or fails to pay the first monthly premium, within 30 days after the date he or she receives the notice described below, group health benefits will end, and he or she waives the right to continue group health benefits under this plan.

The Employer’s Responsibility

The employer must give written notice to Guardian within 15 days of the date of receipt of written notice from the child, or a responsible adult acting on behalf of the child in the case of the employee’s death, of the death of the employee or the child reaching the limiting age. The employer’s notice must include the child’s place of residence. The employer must also send, at the same time, a copy of such notice to the child, or the responsible adult acting on behalf of the child in the case of the employee’s death, at the child’s place of residence.

Guardian’s Responsibility

Within 30 days after the date of receipt of written notice from the employer, child, or a responsible adult acting on behalf of the child in the case of the employee’s death of the death of the employee or the child reaching the limiting age, Guardian will notify the child, or the responsible adult acting on behalf of the child of his or her right to continue group health benefits for the child whose group health benefits would otherwise end. Guardian’s notice will be sent by certified mail, return receipt requested to the child’s place of residence. This notice will include: (a) a form for electing to continue group health benefits; (b) the amount of periodic premiums to be charged to continue group health benefits, and the method and place of payment; and (c) instructions for returning the election form within 30 days after the date it is received.

If Guardian fails to give notice as required above, all premiums for continued group health benefits will be waived from the date notice was required until the date notice is sent. Except as stated below, group health benefits will continue under the terms and conditions of this plan from the date notice was required until the date notice is sent. This will not apply where the group health benefits that exist at the time the notice was to be sent are ended for all employees or the class of employees to which the employee or deceased employee belongs.

Premiums

The monthly premium for continued group health benefits will be computed as follows: (a) an amount, if any, that would be charged an employee if the child were a current employee of the employer; plus (b) an amount, if any, that the employer would contribute toward the premium if the child were a current employee.

When Continued Group Health Benefits End

Continued group health benefits end for the covered child on the first to occur of the following:

(a) the end of the period for which the last premium payment was made;

(b) the date the child becomes covered for similar benefits under another group plan;

(c) the date the child’s coverage would cease if he or she was still an eligible dependent of the employee; and

(d) the end of two years from the date the child’s continued group health benefits began.

The Right To Convert

When a child’s continued group health benefits end, conversion rights to which he or she may be entitled will be available according to all the terms and conditions of this plan.

ELIGIBILITY FOR MAJOR MEDICAL COVERAGE

Employee Coverage

Eligible Employees

To be eligible for employee coverage, you must be an active full-time/part-time employee, or a qualified retiree. And you must belong to a class of employees covered by this plan.

When Your Coverage Starts

Employee benefits are scheduled to start on the effective date shown on the inside front cover of this booklet. But you must be actively at work on a full-time/part-time basis unless you are a qualified retiree, on the scheduled effective date. And you must have met all of the applicable conditions explained above, and any applicable waiting period. If you are an active full-time/part-time employee and are not actively at work on the date your insurance is scheduled to start, unless you are disabled, we will postpone your coverage until the date you return to active full-time work.

If you are a qualified retiree, you can not be confined in a health care facility on the scheduled effective date of coverage. If you are confined on that date, we will postpone your coverage until the day after you are discharged. And you must also have met all of the applicable conditions of eligibility and any applicable waiting period in order for coverage to start. Sometimes, the effective date shown on the the endorsement is not a regularly scheduled work day. But coverage will still start on that date if you were actively at work on a full-time basis on your last regularly scheduled work day.

When Your Coverage Ends

If you are an active full-time/part-time employee, your coverage ends on the date your active full-time/part-time service ends for any reason, other than disability. Such reasons include death, retirement (except for qualified retirees), layoff, leave of absence and the end of employment. It also ends on the date you stop being a member of a class of employees eligible for insurance under this plan, or when this plan ends for all employees. And it ends when this plan is changed so that benefits for the class of employees to which you belong ends. Read this booklet carefully if your coverage ends. You may have the right to continue certain group benefits for a limited time. And you may have the right to replace certain group benefits with converted policies.

Dependent Coverage

Eligible Dependents For Dependent Major Medical Benefits

Your eligible dependents are: your legal spouse; your same sex domestic partner who meets the eligibility criteria on the Domestic Partner statement; your unmarried dependent children until the last day of the month in which they turn age 19; and your unmarried dependent children, from age 19 until the last day of the month of their 25th birthday, who are enrolled as full-time students at accredited schools. Unmarried dependent children include your dependent grandchildren who reside with you or if you are named in a court order as having legal custody or the parent of the grandchild(ren) is an eligible dependent chil(ren) of your same sex domestic partner if they meet the criteria for unmarried natural children and their primary residence is with the employee.

Adopted Children And Step-Children

Your “unmarried dependent children” include your legally adopted children and, if they depend on you for most of their support and maintenance, your step-children. We treat a child as legally adopted from the time the child is placed in your home for the purpose of adoption. We treat such a child this way whether or not a final adoption order is ever issued. The “Pre-Existing Conditions” provision of the major medical portion of this plan, if any, does not apply to an adopted child, if the child: (a) is adopted or placed for adoption prior to his or her 18th birthday; and (b) becomes covered by this plan within 30 days of such placement.

Dependents Not Eligible

We exclude any dependent who is insured by this plan as an employee. And we exclude any dependent who is on active duty in any armed force.

Handicapped Children

You may have an unmarried child with a mental or physical handicap, or developmental disability, who can’t support himself or herself. Subject to all of the terms of this coverage and the plan, such a child may stay eligible for dependent benefits past this coverage’s age limit. The child will stay eligible as long as he or she stays unmarried and unable to support himself or herself, if: (a) his or her conditions started before he or she reached this coverage’s age limit; (b) he or she became insured by this coverage before he or she reached the age limit, and stayed continuously insured until he or she reached such limit; and (c) he or she depends on you for most of his or her support and maintenance. But, for the child to stay eligible, you must send us written proof that the child is handicapped and depends on you for most of his or her support and maintenance. You have 31 days from the date the child reaches the age limit to do this. We can ask for periodic proof that the child’s condition continues. But, after two years, we can’t ask for this proof more than once a year. The child’s coverage ends when yours does.

When Dependent Coverage Starts

In order for your dependent coverage to start you must already be insured for employee major medical coverage, or enroll for employee and dependent major medical coverage at the same time. The date your dependent coverage starts depends on when you elect to enroll your initial dependents and agrees to make any required payments.

If you do this on or before your eligibility date, each initial dependent’s coverage is scheduled to start on the later of your eligibility date and the date you become insured for employee coverage.

If you do this within or after the enrollment period, each initial dependent’s coverage is scheduled to start on the later of the date you sign the enrollment form and the date you become insured for employee coverage. However, if you do this after the enrollment period, each initial dependent is considered a late enrollee, and is subject to this coverage’s pre-existing conditions limitation for late enrollees.

Once you have coverage for your initial dependents, you must notify us when you acquire any new dependents, and agree to make any additional required payments. The newly acquired dependent’s major medical coverage will start on the date you sign the enrollment form, if you notify us within 30 days of the date the dependent is acquired. If you fail to notify us within 30 days of the date the dependent is acquired, the dependent is considered a late enrollee, and is subject to this coverage’s pre-existing conditions limitation for late enrollees.

A late enrollee is a dependent who the employee fails to enroll for major medical coverage: (a) during the enrollment period if the dependent is an initial dependent; (b) within 30 days of the date a dependent becomes an eligible dependent, if the dependent is not an initial dependent; or (c) during a special enrollment period.

Newborn Children

We cover an employee’s newborn child for the first 31 days from the moment of birth if the employee already has dependent coverage. To continue the child’s coverage beyond the 31 days, the employee must enroll the child and agree to pay any required premiums within 31 days of the date the child is born. If the employee fails to do this, the child will be subject to the plan’s pre-existing conditions limitations for late enrollees. The child’s coverage will start on the date the enrollment form is signed.

When an employee does not have dependent coverage, we will cover the employee’s first newborn child from the moment of birth if the employee enrolls the child and agrees to pay any required premiums within 31 days of the date the child is born. If the employee fails to do this, the child will be subject to the plan’s pre-existing conditions limitations for late enrollees. The child’s coverage will start on the date the enrollment form is signed.

When Dependent Coverage Ends

Dependent coverage ends on the last day of the month for all of your dependents when your employee coverage ends. But if you die while insured, we’ll automatically continue dependent benefits for those of your dependents who are insured when you die. We’ll do this for six months at no cost, provided: (a) the group plan remains in force; (b) the dependents remain eligible dependents; and (c) in the case of a spouse, the spouse does not remarry.

If a surviving dependent elects to continue his or her dependent benefits under this plan’s “Federal Continuation Rights” provision, or under any other continuation provision of this plan, if any, this free continuation period will be provided as the first six months of such continuation. Premiums required to be paid by, or on behalf of a surviving dependent will be waived for the first six months of continuation, subject to restrictions (a), (b) and (c) above. After the first six months of

continuation, the remainder of the continuation period, if any, will be subject to the premium requirements, and all of the terms of the “Federal Continuation Rights” or other continuation provisions. Dependent coverage also ends for all of your dependents when you stop being a member of a class of employees eligible for such coverage. And it ends when this plan ends, or when dependent coverage is dropped from this plan for all employees or for an employee’s class.

If you are required to pay all or part of the cost of dependent coverage, and you fail to do so, your dependent coverage ends. It ends on the last day of the period for which you made the required payments, unless coverage ends earlier for other reasons.

An individual dependent’s coverage ends when he or she stops being an eligible dependent. This happens to a child at 12:01 a.m. on the date the child attains this coverage’s age limit, when he or she marries, or when a step-child is no longer dependent on the employee for support and maintenance. It happens to a spouse when a marriage ends in legal divorce or annulment.

Read this plan carefully if dependent coverage ends for any reason. Dependents may have the right to continue certain group benefits for a limited time. And they may have the right to replace certain group benefits with converted policies.

CERTIFICATE AMENDMENT

This rider amends the “Dependent Coverage” provisions as follows: An employee’s same sex domestic partner will be eligible for major medical coverage under this plan. Coverage will be provided subject to all the terms of this plan and to the following limitations.

To qualify for such coverage, both the employee and his or her same sex domestic partner must:

• be 18 years of age or older;

• be unmarried, constitute each other’s sole domestic partner and not

• have had another domestic partner in the last 12 months;

• share the same permanent address for at least 12 consecutive months and intend to do so indefinitely;

• share joint financial responsibility for basic living expenses including food, shelter and medical expenses;

• not be related by blood to a degree that would prohibit marriage in the employee’s state of residence; and

• be financially interdependent which must be demonstrated by at least four of the following:

a.	ownership of a joint bank account;
b.	ownership of a joint credit account;
c.	evidence of a joint mortgage or lease;
d.	evidence of joint obligation on a loan;
e.	joint ownership of a residence;
f.	evidence of common household expenses such as utilities or telephone;
g.	execution of wills naming each other as executor and/or beneficiary;
h.	granting each other durable powers of attorney;
i.	granting each other health care powers of attorney;
j.	designation of each other as beneficiary under a retirement benefit account; or
k.	evidence of other joint financial responsibility.

The employee must complete a “Declaration of Domestic Partnership” attesting to the relationship. The domestic partner’s dependent children will be eligible for coverage under this plan on the same basis as if the children were the employee’s dependent children.

Coverage for the same sex domestic partner and his or her dependent children ends when the domestic partner no longer meets the qualifications of a domestic partner as indicated above. Upon termination of a domestic partnership, a “Statement of Termination” must be completed and filed with the employer. Once the employee submits a “Statement of Termination,” he or she may not enroll another domestic partner for a period of 12 months from the date of the previous termination. And, the domestic partner and his or her children will be not eligible for:

a. survivor benefits upon the employee’s death as explained under the “When Dependent Coverage Ends” section;

b. continuation of major medical coverage as explained under the “Federal Continuation Rights” section and under any other continuation rights section of this plan, unless the employee is also eligible for and elects

continuation; or

c. conversion of major medical coverage as explained under the “Converting This Group Health Insurance” section of this plan. This rider is a part of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan.

The Guardian Life Insurance Company of America
Vice President, Group Products

MAJOR MEDICAL HIGHLIGHTS

This page provides a quick guide to some of the Major Medical plan features which people most often want to know about. But it’s not a complete description of your Major Medical plan. Read the following pages carefully for a complete explanation of what we pay, limit and exclude.

Benefit Year Cash Deductible

Per covered person None

Co-Payments For most covered charges No co-payment

Note: There may be different co-payments for some types of charges. Read all provisions of this plan carefully.

Benefit Year Payment Limits

Benefit year payment limit for preventive health care Unlimited

Lifetime Limits

Lifetime payment limit for most sicknesses or injuries $2,000,000.00

Note: Some provisions have benefit year or treatment period limits. Read all provisions of this plan carefully.

MAJOR MEDICAL EXPENSE INSURANCE

This insurance will pay many of the medical expenses incurred by you and those of your covered dependents who are insured for major medical coverage under this plan. What we pay and the terms for payment are explained below. All terms in italics are defined terms with special meanings. Their definitions are shown in the “Glossary” at the back of this booklet. Other terms are defined where they are used.

Benefit Provision

The Cash Deductible

Each benefit year, each covered person must have covered charges that exceed the cash deductible before we pay any benefits to that person. The cash deductible can’t be met with non-covered expenses. Only covered charges incurred by the covered person while insured by this plan can be used to meet this deductible. Once the cash deductible is met, we pay benefits for other covered charges above the deductible amount incurred by that covered person, less any applicable co-payments, for the rest of that benefit year. But all charges must be incurred while that covered person is insured by this plan. And what we pay is based on all the terms of this plan.

Deductible Carryover Credit

A covered person may have covered charges in the last three months of a benefit year which are used to meet the cash deductible under this plan for that year. These charges will also be used to meet the deductible for the next benefit year.

Deductible For Common Accidents And Sicknesses

Sometimes two or more covered family members are injured in the same accident. If they are, we apply only one cash deductible (each benefit year) against all covered charges due to that accident. We do the same if two or more covered family members get the same contagious disease within ten days of each other. What we pay is based on all of the terms of this plan. Each covered person must still meet the balance of his or her own cash deductible before we pay benefits for charges due to other conditions.

Payment Limits

For each sickness or injury we pay up to the payment limit shown below:

Charges for in-patient confinement in an extended care

or rehabilitation center, per benefit year — 100 days

Charges for home health care, per benefit year — 100 visits

Charges for treatment of disease or deformity of the feet, per benefit year— Unlimited

Charges for manipulation or adjustment of the spine, per benefit year— Unlimited

All Other Charges
Lifetime payment limit for each sickness or injury
not listed above — $2,000,000.00

Daily Room And Board Limits

During a Period of Hospital Confinement:

For semi-private room and board accommodations, we cover charges up to the hospital’s actual daily room and board charge.

For private room and board accommodations, we cover charges up to the hospital’s average daily semi-private room and board charge, or if the hospital does not have semi-private accommodations, 90% of its lowest daily room and board charge.

For special care units, we cover charges up to the hospital’s actual daily room and board charge.

For a Confinement In an Extended Care Center or Rehabilitation Center:

We cover the lesser of: (a) the center’s actual daily room and board charge; or (b) 50% of the covered daily room and board charge made by the hospital during the covered person’s preceding hospital confinement, for semi-private accommodations.

Benefits From Other Plans

A covered person may be covered by two or more plans that provide similar benefits. For instance, your spouse may be covered by this plan and a similar plan through his or her own employer. When another plan furnishes benefits which are similar to ours, we coordinate our benefits with the benefits from that other plan. We do this so that no one gets more in benefits than he or she incurs in charges. Read “Coordination of Benefits” to see how this works. The benefits under this plan may also be affected by Medicare. See the provision “How This Plan Interacts With Medicare” for an explanation of how this works.

Extended Major Medical Benefits

If a covered person’s insurance ends and he or she is totally disabled and under a doctors care, we extend major medical benefits for that person under this plan as explained below. This is to be done at no cost to you. We only extend benefits for covered charges due to the disabling condition. The charges must be incurred before the extension ends. And what we pay is subject to all of the terms of this plan. We don’t pay for charges due to other conditions. And we don’t pay for charges incurred by other family members.

The extension ends on the earliest of: (a) the date the total disability ends; (b) one year from the date the person’s insurance under this plan ends; or (c) the date the person has reached the payment limit for his or her disabling condition.

However, we won’t grant an extension if the person’s insurance ended because he or she failed to make required payments. And if a person receives benefits under this extension of benefits provision, he or she will not be eligible for coverage under any continuation of coverage provisions of this plan when the extension ends.

You are totally disabled if, due to sickness or injury, you can’t perform the main duties of your occupation. A covered dependent is totally disabled if, due to sickness or injury, he or she can’t perform the normal activities of someone his or her age. You must submit evidence to us that you or your dependent is totally disabled, if we request it.

Covered Charges

This section lists the types of charges we cover. But what we pay is subject to all the terms of this plan. Read the entire plan to find out what we limit or exclude.

Hospital Charges We cover charges for hospital room and board and routine nursing care, up to the daily room and board

limit, when it is provided to you by a hospital on an inpatient basis. And we cover other medically necessary hospital services and supplies provided to you during the inpatient confinement. If you incur charges as an inpatient in a special care unit, we cover the charges, up to the daily room and board limit for special care units. We also cover outpatient hospital services. These include emergency room treatment, and services provided by a hospital outpatient clinic. Any charges in excess of the hospital daily room and board limit are a non-covered expense.

Pre-Admission Testing Charges

We cover pre-admission tests needed for a planned hospital admission or surgery. We cover these tests if: (a) the tests are done within seven days of the planned admission or surgery; and (b) the tests are accepted by the hospital in place of the same post-admission tests. We don’t cover tests that are repeated after admission or before surgery, unless the admission or surgery is deferred solely due to a change in the covered person’s health.

Extended Care And Rehabilitation Charges

We cover charges, up to the daily room and board limit, for room and board and routine nursing care provided to you or a covered dependent on an inpatient basis in an extended care center or rehabilitation center. Charges above the daily room and board limit are a non-covered expense.

And we cover all other medically necessary services and supplies provided to you or your covered dependent during the confinement. But the confinement must start within 14 days of a hospital stay. And we only cover the first 100 days of confinement in each benefit year. Charges for any additional days are a non-covered expense.

We also cover outpatient services furnished by an extended care or rehabilitation center.

Home Health Care Charges

When home health care can take the place of inpatient care, we cover such care furnished to you or a covered dependent under a written home health care plan. We cover medically necessary services or supplies, including prescribed drugs, which we would have covered if you or your covered dependent had been an inpatient in a recognized facility. But payment is subject to all of the terms of this plan and all of the conditions below:

The covered person’s doctor must certify that home health care is needed in place of inpatient care in a recognized facility.

The services and supplies must be: (a) ordered by the covered person’s doctor; (b) included in the home health care plan; and (c) furnished by, or coordinated by, a home health care agency according to the written home health care plan. The services and supplies must be furnished by health care professionals with skills equivalent to the skilled professional care furnished in recognized facilities.

The home health care plan must be set up in writing by the covered person’s doctor within 14 days after home health care starts. And it must be reviewed by the covered person’s doctor at least once every 60 days. We only cover the first 100 home health care visits each benefit year. Home health care charges after the first 100 visits in a benefit year are a non-covered expense.

Each visit by a home health aide, nurse, or other recognized provider whose services are authorized under the home health care plan can last up to four hours.

We don’t pay for: (i) services furnished to family members, other than the patient; or (ii) services and supplies not included in the home health care plan.

Doctor’s Charges For Non-Surgical Care And Treatment

We cover doctor’s charges for the medically necessary non-surgical care and treatment of a sickness or injury. But we limit what we pay for the treatment of mental and emotional conditions, drug abuse and alcohol abuse.

Doctor’s Charges For Surgery

We cover doctor’s charges for medically necessary surgery. We don’t pay for cosmetic surgery. But we cover reconstructive surgery needed due to a sickness or injury. This surgery can be performed either at the same time as, or after, other needed surgery. We also cover reconstructive surgery needed due to a functional birth defect in a covered dependent child.

Second Opinion Charges

We cover doctor’s charges for a second opinion and charges for related X-rays and tests when a covered person is advised to have surgery or enter a hospital. If the second opinion differs from the first, we cover charges for a third opinion. We cover such charges if the doctors who give the opinions: (a) are board certified and qualified, by reason of their specialty, to give an opinion on the proposed surgery or hospital admission; (b) are not business associates of the doctor who recommended the surgery; and (c) in the case of a second surgical opinion, they do not perform the surgery if it’s needed.

Ambulatory Surgical Center Charges

We cover charges made by an ambulatory surgical center in connection with covered surgery.

Hospice Care Charges

We cover charges made by a hospice for palliative and supportive care furnished to a terminally ill covered person under a hospice care program. “Palliative and supportive care” means care and support aimed mainly at lessening or controlling pain or symptoms; it makes no attempt to cure the covered person’s terminal illness.

Hospice care must be furnished according to a written “hospice care program.” A “hospice care program” is a coordinated program for meeting the special needs of the terminally ill covered person. It must be set up and reviewed periodically by the covered person’s doctor.

Under a hospice care program, subject to all the terms of this plan, we cover any services and supplies including prescription drugs, to the extent they are otherwise covered by this plan. Services and supplies may be furnished on an inpatient and outpatient basis.

The services and supplies must be: (1) needed for palliative and supportive care; (2) ordered by the covered person’s doctor; (3) included in the hospice care program; and (4) furnished by, or coordinated by a hospice. We don’t pay for: (a) services and supplies provided by volunteers or others who do not regularly charge for their services; (b) funeral services and arrangements; (c) legal or financial counseling or services; (d) treatment not included in the hospice care plan; (e) services supplied to family members, other than the terminally ill covered person; or (f) counseling of any type which is for the sole purpose of adjusting to the terminally ill covered person’s death.

Preventive Care We cover charges for routine physical exams including related laboratory tests and X-rays. We also cover charges for immunizations and vaccines. But we limit what we pay each benefit year to unlimited

Mammograms We pay benefits for covered charges for mammograms provided to a covered woman. We treat such charges the same way we treat any other covered charges for sickness. But, what we pay is based on all the terms of this plan.

Colorectal Cancer Screening

We cover charges for colorectal cancer screening with sigmoidoscopy or fecal blood testing, subject to the following limitations: We cover charges for such screening once every 3 years for: (a) a covered person at least 50 years old, or (b) a covered person at least 30 years old who is classified as high risk for colorectal cancer because he or she or a first degree family member has a history of colorectal cancer. But, unless this plan provides specific benefits, we do not cover charges for any other diagnostic or preventive care. What we pay is subject to all the terms of this plan.

Other Covered Medical Services And Supplies

We cover anesthetics and their administration; inhalation therapy; hemodialysis; radiation and chemotherapy; physical therapy by a licensed physical therapist; casts; splints; and surgical dressings.

We cover the initial fitting and purchase of braces, trusses, orthopedic footwear and crutches. But we don’t pay for replacements or repairs. We cover blood, blood products, and blood transfusions. But we don’t pay for blood which has been donated or replaced on behalf of you or a covered dependent.

We cover medically necessary charges for transporting you or a covered dependent to: (a) a local hospital if needed care and treatment can be provided by a local hospital; or (b) the nearest hospital where medically necessary care and treatment can be given, if a local hospital can’t provide this treatment. But it must be connected with an inpatient confinement. It can be by professional ambulance service, train or plane. But we don’t pay for chartered air flights. And we won’t pay for other travel or communication expenses of patients, doctors, nurses or family members.

We cover charges for the rental of durable medical equipment needed for therapeutic use. At our option, and with our

advance written approval, we may cover the purchase of such items when it is less costly and more practical than rental. But we don’t pay for: (1) any purchases without our advance written approval; (2) replacements or repairs; or (3) the rental or purchase of items (such as air conditioners, exercise equipment, saunas and air humidifiers) which do not fully meet the definition of durable medical equipment.

We cover charges made by a nurse for medically necessary private duty nursing care.

We cover X-rays and laboratory tests which are medically necessary to treat a sickness or injury.

Charges Covered With Special Limitations

Recognized Providers

Covered charges must be provided by recognized providers. The providers we recognize are listed in the glossary. We recognize both public and private facilities. But all providers must be properly licensed or certified under all applicable state and local laws to provide the services they render, and be operating within the scope of their license.

Providers We Don’t Recognize

We don’t recognize: (a) rest homes; (b) old age homes; (c) places that mainly provide custodial care, education or training; or (d) nurses’ aides, home attendants, nutritionists, dieticians, or massage therapists unless this plan provides specific benefits for their services.

Dental Care And Treatment

We cover: (a) the diagnosis and treatment of oral tumors and cysts; and (b) the surgical removal of impacted teeth.

We also cover treatment of an injury to natural teeth or the jaw, but only if: (a) the injury occurs while the covered person is insured; (b) the injury was not caused, directly or indirectly by biting or chewing; and (c) all treatment is finished within six months of the date of the injury. Treatment includes replacing natural teeth lost due to such injury. But in no event do we cover orthodontic treatment.

Prosthetic Devices We limit what we pay for prosthetic devices. We cover only the initial fitting and purchase of artificial limbs and eyes, and other prosthetic devices. And they must take the place of a natural part of a covered person’s body, or be needed due to a functional birth defect in a covered dependent child. We don’t pay for replacements or repairs, or for wigs, or dental prosthetics or devices.

If This Plan Replaces Another Plan

The employer who purchased this plan may have purchased it to replace a plan he had with some other insurer.

When this happens, we cover a covered person’s pre-existing condition, if:

(a) the covered person was insured by this employer’s old plan; and (b) the employer’s old plan would have paid benefits for the condition. But this plan must start within 90 days after the employer’s old plan ends.

We limit our payments to the lesser of: (a) what the employer’s old plan would have paid; or (b) what we’d normally pay. And we deduct any benefits actually paid by the employer’s old plan under any extension provision.

The covered person may have incurred charges for covered expenses under the employer’s old plan before it ended. If so, these charges will be used to meet this plan’s deductible if: (a) the charges were incurred during the calendar year in which this plan starts; (b) this plan would have paid benefits for the charges, if this plan had been in effect; (c) the covered person was covered by the old plan when it ended and enrolled in this plan on its effective date; and (d) this plan starts within 90 days after the old plan ends.

Treatment Of Infertility

We cover charges for the treatment of infertility. Infertility treatment includes, but is not limited to, in vitro fertilization, uterine embryo lavage, embryo transfer, artificial insemination, gamete intrafallopian tube transfer, zygote intrafallopian transfer and low tubal ovum transfer.

Charges Covered With Special Limitations

We cover treatments that include oocyte retrievals. However, we don’t cover charges for oocyte retrievals if the covered person has already received four completed oocyte retrievals during such covered person’s lifetime. But, if a live birth follows a completed oocyte retrieval, we cover two additional completed oocyte retrievals.

We don’t cover charges for: (a) reversal of sterilization procedures such as reversal of vasectomy or tubal ligation; (b) psychiatric sex therapy; (c) medical services rendered to a surrogate for purposes of childbirth; (d) cryopreservation and storage of sperm, eggs and embryos, unless subsequent medically necessary procedures using the cryopreserved substance are deemed non-experimental and non-investigational; (e) selected termination of an embryo, unless the life of the mother would be in danger if all embryos were carried to full term; (f) non-medical costs on an egg or sperm donor; (g) costs of travel within 100 miles of the covered person’s home address or costs for travel that is not medically necessary, not mandated or not required by the insurance company; or (h) infertility treatments deemed experimental or investigational by the American Fertility Society or the American College of Obstetrics and Gynecology, except that when a treatment involves both experimental and non-experimental procedures, we pay benefits for the non-experimental procedures that can be delineated and separately charged.

The couple experiencing the infertility must have a medically documented history of unexplained infertility lasting at least one year, or the infertility must be certified by a doctor as medically necessary. All treatment must be performed on an outpatient basis. We do not cover inpatient treatment of infertility.

The treatment must be performed in a facility which is licensed or certified for what it does by the state in which it operates. Unless this plan provides specific benefits, we do not cover the resulting pregnancy.

Pregnancy Birthing Center Charges

This plan pays for pregnancies the same way we would cover a sickness.

We cover birthing center charges made for pre-natal care, delivery, and postpartum care in connection with you or a covered dependent’s pregnancy. We cover charges up to the daily room and board limit for the room and board and routine nursing care when inpatient care is provided to you or a covered dependent by a birthing center. But charges above the daily room and board limit are a non-covered expense. We cover all other medically necessary services and supplies during the confinement. But, unless this plan provides specific benefits, we don’t cover routine nursery charges for the newborn child.

Benefits for a Covered Newborn Child

Subject to all of the terms of this plan, we cover charges for the care and treatment of a newborn child if he is sick, injured, premature, or born with a congenital birth defect or birth abnormality.

Charges Covered With Special Limitations (Cont.)

And, we cover charges for the child’s routine nursery care while he’s in the hospital. This includes: (a) nursery charges; (b) charges for routine doctor’s examinations and tests; and (c) charges for routine procedures, like circumcision. But, unless this plan provides specific benefits, we don’t pay for the routine care of the child once he’s left the hospital.

Speech Therapy We cover speech therapy when needed due to a sickness or injury. But we exclude speech therapy services that are educational in any part, or due to: articulation disorders; tongue thrust; stuttering; lisping; abnormal speech development; changing an accent; dyslexia; hearing loss which is not medically documented; or similar disorders.

Treatment For Spinal Manipulation

We do not limit what we cover for spinal manipulation per benefit year. Charges for such treatment above these limits are a non-covered expense.

Diseases Or Deformity Of The Feet

We pay benefits for covered charges for treatment of sickness or deformity below the ankle.

Treatment For Obesity

We limit what we pay for the treatment of obesity. If a covered person is morbidly obese, we cover visits to a doctor’s office, and related laboratory tests for the treatment of the morbid obesity. But we only cover one course of treatment. “Morbidly obese” means the covered person weighs at least twice as much as a normal person of the same height, age and sex.

Treatment must be provided by a doctor on an outpatient basis according to a written treatment plan.

We don’t pay for anything not included in the written treatment plan. And we don’t pay for appetite or weight control drugs, dietary supplements, special foods or food supplements, health or weight control centers or resorts, health club memberships or exercise equipment.

A course of treatment begins and ends as specified in the treatment plan, or sooner if the covered person discontinues treatment.

We exclude more than one course of treatment or repeated attempts to lose weight. And we exclude all treatment of obesity for any covered person who is not morbidly obese.

TMJ And Craniomandibular Disorders

We pay benefits for covered charges for the medically necessary care and treatment of temporomandibular joint disorder (TMJ) and craniomandibular disorder in a covered person. We treat such charges the same way we treat any other covered charges for sickness. But what we pay is based on all of the terms of this plan.

Unless this plan provides specific benefits, we don’t cover any charges for the dental treatment of TMJ and craniomandibular disorders.

Investigational Cancer Treatments

Anything in this plan to the contrary notwithstanding, we cover charges for routine patient care in connection with investigational cancer treatment in an approved cancer research trial. But, the care must be: (1) medically necessary; and (2) for a covered person who has been diagnosed by his or her doctor with a life-threatening terminal illness related to cancer.

We treat such charges the same way we treat covered charges for a sickness. But, what we pay is based on all the terms of this plan and subject to a maximum limit of $10,000 in each calendar year.

“Routine patient care” includes: (a) blood tests; (b) x-rays; (c) bone scans; (d) magnetic resonance images; (e) patient visits; (f) hospital stays; or (g) other similar care generally provided to the covered person in standard cancer treatment. Routine patient care does not include: (i) clinical trial therapies, regimens, or any combination of them; (ii) drugs or pharmaceuticals in connection with an approved clinical trial; (iii) goods, services, or benefits that are generally furnished without charge in connection with an approved cancer research trial; (iv) charges for added costs associated with the provision of goods, services, or benefits previously provided, paid for, or reimbursed; (v) treatments or services prescribed for the convenience of the covered person or doctor; or (vi) similar care.

“Approved cancer research trial” means a clinical trial that meets all of the conditions listed below:

the effectiveness of the treatment has not been determined relative to established therapies; the trial is under clinical investigation as part of an approved cancer research trial in Phase II, Phase III, or Phase IV of investigation; the trial has been approved by the Department of Health and Human Services, the Director of the National Institutes of Health (NIH), the Commissioner of the Food and Drug Administration (FDA) in the form of an investigational new drug, a qualified nongovernmental cancer research entity as defined in NIH guidelines, or a peer reviewed and approved cancer research program as defined by the U.S. Secretary of Health and Human Services; the trial is conducted for the primary purpose of determining whether or not a cancer treatment is safe or efficacious or has any other characteristic of a cancer treatment that must be demonstrated in order for the cancer treatment to be medically necessary or appropriate; the trial is being conducted at multiple sites; the covered person’s primary care doctor, if any, is involved in the coordination of care; and the results of the cancer research trial will be submitted for publication in peer reviewed scientific studies, research or literature published in, or accepted for publication by, medical journals that meet nationally recognized requirements for scientific manuscripts and that submit most of their published articles for review by experts who are not part of the editorial staff. These studies may include those conducted by, or under the auspices of, the federal government’s Agency for Health Care Policy and Research, NIH, National Cancer Institute, National Academy of Sciences, Health Care Financing Administration, and any national board recognized by the NIH for the purpose of evaluating the medical value of health services. Unless this plan provides specific benefits, we don’t cover any other charges for routine care or experimental treatment.

Reconstructive Surgery Following A Mastectomy

We pay benefits for covered charges for reconstructive surgery following a mastectomy. What we pay is subject to all the terms of this plan and to the following limitations. We cover charges for: (a) breast reconstruction following surgery for a

mastectomy; (b) surgery and reconstruction of the other breast to produce a symmetrical appearance; and (c) prostheses and physical complications for all stages of a mastectomy, including lymphedemas.

Serious Mental Illness Conditions

We cover charges for the treatment of Serious Mental Illness conditions as described below.

Inpatient coverage: A covered person may receive such treatment as an inpatient in a hospital, residential treatment facility, or in a mental health center. If so, we will pay benefits for the covered charges he or she incurs for such treatment, the same way we would for any other sickness.

Outpatient coverage: A covered person may also receive such treatment as an outpatient. Outpatient treatment can be furnished by a hospital, or by a mental health center. It can also be furnished by any properly licensed or certified doctor, psychologist or social worker.

We don’t pay for custodial care , education or training. “Serious mental illness” means schizophrenia; paranoid and other psychotic disorders; bipolar disorders (hypomanic, manic, depressive, and mixed); major depressive disorders (single episode or recurrent); schizoaffective disorders (bipolar or depressive); pervasive developmental disorders; obsessive-compulsive disorders; depression in childhood and adolescence; and panic disorder; or psychiatric illnesses as defined in the most current edition of the Diagnostic and Statistical Manual (DSM) published by the American Psychiatric Association.

Mental And Nervous Conditions And Drug Abuse

We limit what we pay for the treatment of mental and nervous conditions and drug abuse. We include a sickness under this provision if it manifests symptoms which are primarily mental or nervous, regardless of any underlying physical cause.

Inpatient coverage: A covered person may receive such treatment as an inpatient in a hospital, residential treatment facility, or in a mental health or drug abuse center. If so, we will pay benefits for the covered charges he or she incurs for such treatment, the same way we would for any other sickness.

A treatment period starts on the date that a covered person is confined for such treatment. It ends on the date the covered person has resumed and carried out the normal activities of a healthy person of the same age for 12 consecutive months.

Outpatient coverage: A covered person may also receive such treatment as an outpatient.

Outpatient treatment can be furnished by a hospital, or by a mental health or drug abuse center. It can also be furnished by any properly licensed or certified doctor, psychologist, or social worker.

Alcohol Abuse We limit what we pay for the treatment of alcohol abuse.

Inpatient coverage: You or a covered person may receive such treatment as an inpatient in a hospital, residential treatment facility, or alcohol abuse center. If so, we will pay benefits for the covered charges you or your covered dependent incurs for such treatment, the same way we would for any other sickness.

Outpatient coverage: You or a covered dependent may also receive such treatment as an outpatient.

Outpatient treatment can be furnished by a hospital, or alcohol abuse center. It can also be furnished by any properly licensed or certified doctor, psychologist, or social worker.

Exclusions

We don’t pay for any charge identified as a non-covered expense. We don’t pay for services and supplies for which no charge is made, or for which, in the absence of this insurance, the covered person is not required to pay. This usually means services and supplies furnished by: (a) a covered person’s employer, labor union or similar group, in its medical department or clinic; (b) a hospital or clinic owned or run by any government body; or (c) any public program, except Medicaid, paid for or sponsored by any government body. But, if a charge is made and we are legally required to pay it, we will.

We don’t pay for services and supplies which are not: (a) furnished or ordered by a recognized provider; (b) medically necessary to diagnose or treat a sickness or injury; (c) accepted by a professional medical society in the United States as beneficial for the control or cure of the sickness or injury being treated; and (d) furnished within the framework of generally accepted methods of medical management currently used in the United States.

We don’t pay for experimental treatment.

We don’t pay for care and treatment of sickness or injury caused, directly or indirectly, by declared or undeclared war or act of war. And we don’t pay for care and treatment of sickness or injury which occurs while a covered person is on active duty in any armed force.

We don’t pay for services or supplies furnished by close relatives. By “close relatives” we mean: (a) your spouse, children, parents, brothers and sisters; and (b) any person who is part of your household. And we don’t pay for services or supplies furnished by business or professional associates of you or your family.

We don’t pay for care and treatment needed due to: (a) an on-the-job or job-related injury; or (b) sickness or injury for which benefits are payable by Worker’s Compensation or similar laws.

We don’t pay for care and treatment of conditions caused, directly or indirectly, by: (a) a covered person taking part in a riot or other civil disorder; or (b) a covered person taking part in the commission of a felony.

We don’t pay for personal comfort items, like TV’s and phones. And we don’t pay for items which are generally useful to the patient’s household, including but not limited to first aid kits, exercise equipment, air conditioners, humidifiers and saunas.

We don’t pay for custodial care, education or training. And we don’t pay for room and board in a rest home, old age home, or any place which is mainly a school.

We don’t pay for eyeglasses, contact lenses or hearing aids. And we don’t pay for the prescribing and fitting of such, or for vision and hearing visits. We don’t pay for wigs, toupees, hair transplants, hair weaving or any drug used to restore hair growth.

We don’t pay for routine foot care, except for regular foot care exams provided by a doctor to a covered person with diabetes.

We don’t pay for room or board charges for a covered person in any facility for any period of time during which he or she was not physically present.

We don’t pay for cosmetic surgery, except for reconstructive surgery needed due to a sickness or injury as explained in the provision “Doctor’s Charges for Surgery.”

We don’t pay for radial keratotomy or other refractive surgery for the purpose of altering, modifying or correcting: (a) myopia; (b) hyperopia; or (c) stigmatic error.

We don’t pay for outpatient prescription drugs. And we don’t pay for drugs which can be bought without a prescription, even if a doctor orders them.

We don’t pay for ambulance services used to transport a covered person from a hospital or other health care facility, unless the covered person is being transferred to another inpatient health care facility.

We don’t pay for services and supplies which are specifically limited or excluded in other parts of this plan.

Hospital Bill Audit Bonus

We pay a cash bonus to any covered person who shows us that he was overcharged by $10.00 or more on his hospital bill. But the error must be for a covered charge. To get the bonus, the covered person must obtain a corrected bill and send the corrected bill and the original, incorrect bill to us. The bonus equals the lesser of: (a) 50% of the overcharge; or (b) $500.00.

Converting This Group Health Insurance

Important Notice This section applies only to hospital, surgical, and major medical expense coverages. In this section these coverages are referred to as “group health benefits”.

This section does not apply to coverages which provide benefits for loss of life, loss of income due to disability, prescription drug expense, or dental expense, if provided under this plan. These coverages cannot be converted under this section.

If An Employee’s Group Health Benefits End

If an employee’s group health benefits end for any reason other than the group plan ending where there is a succeeding carrier, he can obtain a converted policy. But, he must have been insured by the group plan for at least three months. The converted policy will cover the employee and those of his dependents whose group coverage ends.

If An Employee Dies While Insured

If an employee dies while insured, after any applicable continuation period has ended, his then insured spouse may convert. The converted policy will cover the spouse and those of the employee’s dependent children whose group health benefits end. If the spouse is not living, each dependent child whose group health benefits end may convert for himself.

If an Employee’s Marriage Ends

If an employee’s marriage ends by legal divorce or annulment, his former spouse can convert. The converted policy will cover the former spouse and those of the employee’s dependent children whose group health benefits end.

When A Dependent Loses Eligibility

When an insured dependent stops being an eligible dependent, as defined in this plan, he may convert. The converted policy will only cover the dependent whose group health benefits end.

How and When to Convert

To convert, the applicant must apply to us in writing and pay the required premium. He has 31 days after his group health benefits end to do this. We don’t ask for proof of insurability. The converted policy will take effect on the date the applicant’s group health benefits end. If the applicant is a minor or incompetent, the person who cares for and supports the applicant may apply for him.

The Converted Policy

The applicant may convert to one of the individual health insurance policies we normally issue for conversion at the time he applies. The converted policy will comply with the laws of the place where the applicant lives when he applies.

The premium for the converted policy will be based on: (a) the plan the applicant selects; (b) the risk and rate class, under the group plan, of the people to be covered; and (c) the ages of the people to be covered.

Restrictions (1) A covered person can’t convert if his group health benefits end because the employee has failed to make required payments.

(2) A covered person can’t convert if he is insured for similar benefits elsewhere which, together with the converted policy, would result in overinsurance by our standards. Where required, our overinsurance standards are on file with the state insurance department.

(3) A covered person can’t convert if he’s eligible for Medicare by reason of age.

Please Note The benefits provided under the converted policy are not identical to the benefits provided under the group plan. The converted policy provides more limited benefits. Ask the employer for details or write to us.

CERTIFICATE AMENDMENT

This rider amends this plan’s major medical expense coverage so that we cover charges for pre natal HIV testing. The testing must be ordered by an attending doctor, or by a doctor assistant or advanced practice registered nurse who has a written collaborative agreement with a collaborating doctor that authorizes these services.

Charges for pre natal testing will be covered the same way charges are covered for a sickness.

What we pay is based on all the terms and conditions of this plan. But unless this plan provides specific benefits, we don’t cover any other charges for routine, preventive or diagnostic care. Except as stated In this rider, nothing contained in this rider changes or affects any other terms of this certificate.

The Guardian Life Insurance Company of America Vice President, Group Products

Certificate Amendment

This rider amends this plan’s major medical expense coverage so that we cover charges for colorectal cancer screenings as follows. We cover charges for all colorectal cancer examinations and laboratory tests that are in accordance with the guidelines issued by nationally recognized professional medical societies or federal government agencies. What we pay is based on all the terms and conditions of this plan. But, unless this plan provides specific benefits, we do not cover charges for any other diagnostic or preventive care. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan.

The Guardian Life Insurance Company of America Vice President, Group Products

CERTIFICATE AMENDMENT

This rider changes this plan’s major medical expense provisions so that it covers charges for the treatment of Serious Mental Illness conditions as described below.

Inpatient Coverage

This plan covers charges for such treatment that a covered person receives as an inpatient. This treatment may be furnished in a hospital, residential treatment facility, or in a mental health center.

Outpatient Coverage

This plan also covers charges for such treatment that a covered person receives as an outpatient. This treatment may be furnished by a hospital, or by a mental health center. It may also be furnished by any properly licensed or certified doctor, psychologist, or social worker.

This plan does not pay for custodial care, education or training. “Serious mental illness”, as used in this rider, means the following psychiatric illnesses as defined in the most current edition of the Diagnostic and Statistical Manual (DSM) published by the American Psychiatric Association: (a) schizophrenia; (b) paranoid and other psychotic disorders; (c) bipolar disorders (hypomanic, manic, depressive, and mixed); (d) major depressive disorders (single episode or recurrent); (e) schizoaffective disorders (bipolar or depressive); (f) pervasive developmental disorders; (g) obsessive-compulsive disorders; (h) depression in childhood and adolescence; (i) panic disorder; and (j) post-traumatic stress disorders (acute, chronic, or with delayed onset).

Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate.

The Guardian Life Insurance Company of America Vice President, Group Products

CERTIFICATE AMENDMENT

This rider amends this plan’s major medical provisions so that we cover charges for mammograms provided to a covered person. We treat such charges the same way we treat covered charges for a sickness. But what we pay is subject to all of the terms of this plan, and to the following limitations: (a) one baseline mammogram for a woman age 35 through 39; and
(b) a mammogram every year for a woman age 40 or older; and (c) for a woman under age 40 who has a family history of breast cancer or other breast cancer risk factors, a mammogram at such age and intervals as deemed by her doctor to be medically necessary. Unless this plan provides specific benefits, we don’t cover any other charges for routine, preventive, or diagnostic care. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate.

The Guardian Life Insurance Company of America Vice President, Group Products

CERTIFICATE AMENDMENT

This plan’s Major Medical provisions are amended so that we cover charges for surveillance tests for covered women who are at risk for ovarian cancer.

As used here:

“Surveillance tests” means an annual screening using: a) CA-125 serum tumor marker testing; b) transvaginal ultrasound; or c) pelvic examination.

“At risk for ovarian cancer” means:

i) having a family history (a) with one or more first-degree relatives with ovarian cancer; (b) of clusters of women relatives with breast cancer; or (c) of nonpolyposis colorectal cancer; or

ii) testing positive for BRCA1 or BRCA2 mutations.

We treat such charges the same way we treat covered charges for a sickness. Unless this policy provides specific benefits, we don’t cover any other charges for routine, preventive or diagnostic care. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate.

The Guardian Life Insurance Company of America Vice President, Group Products

CERTIFICATE AMENDMENT

This rider amends this plan’s major medical provisions so that we cover charges for medically necessary preventative physical therapy for a covered person diagnosed with multiple sclerosis.

What we pay is subject to all the terms of this plan. As used here:

“Preventative Physical Therapy” means physical therapy that is prescribed by a doctor for the purpose of treating parts of the body affected by multiple sclerosis, but only where the physical therapy includes reasonably defined goals, including, but not limited to, sustaining the level of function the person has achieved, with periodic evaluation of the efficacy of the physical therapy against those goals.

Unless this plan provides specific benefits, we don’t cover any other charges for routine, preventive, or diagnostic care.

This rider is part of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate.

The Guardian Life Insurance Company of America Vice President, Group Products

CERTIFICATE AMENDMENT

This plan’s major medical provisions are amended so that we cover charges incurred by a covered person for outpatient contraceptives services and prescription drugs approved by the federal Food and Drug Administration. Such outpatient contraceptive services include consultations, examinations, procedures and medical services provided on an outpatient basis and related to the use of contraceptive methods (including natural family planning) to prevent an unintended pregnancy.

If an item covered under this rider is also covered under a separate prescription drug plan issued in connection with this plan, that item will not be covered under this rider.

Covered Charges under this rider do not include charges for services for which equal or higher benefits are payable under any other part of this plan. If lower benefits are payable under any other part of this plan for charges for services covered under this rider, we will pay benefits for such covered charges under the terms of this rider in place of the lower benefits.
What we pay is based on all of the terms of this plan.

Unless this plan provides specific benefits, we do not cover any other charges for routine, preventive or diagnostic care. This rider is a part of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan.

CERTIFICATE AMENDMENT

This plan’s Major Medical Expense Insurance provisions concerning infertility coverage are amended to include the following definition. “Infertility” means the inability to: (a) conceive after one year of unprotected sexual intercourse or (b) sustain a successful pregnancy. If a doctor determines that a medical condition exists that makes conception impossible through unprotected sexual intercourse, the one year requirement will not apply.

Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan.

CERTIFICATE AMENDMENT

This plan is amended by replacing the definition of “emergency” under the Utilization Review Features section and the Utilization Review Features — Corphealth section with the following:

“Emergency” means a sickness or injury that manifests itself by acute symptoms of sufficient severity, including, but not limited to severe pain. An emergency requires that a prudent layperson, who possesses an average knowledge of health and medicine, could reasonably expect the absence of immediate medically necessary care to result in:

1. placing the health of the individual in serious jeopardy, or with respect to a pregnant woman, placing the health of the woman or her unborn child in serious jeopardy;

2. serious impairment to bodily functions; or

3. serious dysfunction of any bodily organ or part.

Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate.

CERTIFICATE AMENDMENT

This plan’s Major Medical provisions are amended so that we cover charges for a Human Papillomavirus Vaccine (HPV) that is approved for use by the Federal Food and Drug Administration.

What we pay is subject to all the terms and conditions of the plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate.

CERTIFICATE AMENDMENT

The plan’s major medical provisions are amended so that we cover charges for clinical breast exams for women who are covered persons as follows:

We cover charges for a clinical breast exam every year for women age 40 and over, and every three years for women ages 20 through 39.

As used in this rider:

“Clinical Breast Exam” means a physical examination of the breast in accordance with clinical practice guidelines for the purpose of early detection and prevention of breast cancer.

What we pay is subject to all the terms and conditions of the plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate.

CERTIFICATE AMENDMENT

This rider amends this plan’s Major Medical provisions so that we cover charges for mammograms for a covered person as follows.

(a) one baseline mammogram for a woman age 35 through 39;

(b) a mammogram every year for a woman age 40 or older; and

(c) a mammogram for a woman under age 40 ( i ) with a personal or family history of breast cancer; ( ii ) whose genetic testing was positive; or ( iii ) who has other risk factors, at the age and intervals considered necessary by her doctor.

This plan will also cover charges for ultrasound screenings when a mammogram shows heterogeneous or dense breast tissue. We treat these charges the same way we treat covered charges for a sickness. But what we pay is subject to all of the terms of this plan, and to the above limitations.

Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate.

The Guardian Life Insurance Company of America Vice President, Group Products

CERTIFICATE AMENDMENT

This plan’s major medical provisions are amended so that we cover charges for amino acid-based elemental formulas for the treatment of eosinophilic disorders and short bowel syndrome. A doctor must provide a written order for the formula,

indicating that it is medically necessary. What we pay is subject to all the terms of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate.

CERTIFICATE AMENDMENT

This rider amends this plan’s major medical provisions so that any references to the coverage, limitation or exclusion of services being based on the happening of an event while covered under this plan is deleted. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate.

ELIGIBILITY FOR DENTAL COVERAGE

Employee Coverage

Eligible Employees To be eligible for employee coverage you must be an active full-time/part-time employee or a qualified retiree. And you must belong to a class of employees covered by this plan.

When Your Coverage Starts

Employee benefits are scheduled to start on your effective date. But you must be actively at work on a full-time/part-time basis unless you are a qualified retiree, on the scheduled effective date. And you must have met all of the applicable conditions explained above, and any applicable waiting period. If you are an active full-time employee and are not actively at work on the date your insurance is scheduled to start, we will postpone your coverage until the date you return to active full-time work.

If you are a qualified retiree, you can not be confined in a health care facility on the scheduled effective date of coverage. If you are confined on that date, we will postpone your coverage until the day after you are discharged. And you must also have met all of the applicable conditions of eligibility and any applicable waiting period in order for coverage to start.

Sometimes, your effective date is not a regularly scheduled work day. But coverage will still start on that date if you were actively at work on a full-time basis on your last regularly scheduled work day.

When Your Coverage Ends

If you are an active full-time employee, your coverage ends on the last day of the month your active full-time service ends for any reason, other than disability. Such reasons include death, retirement (except for qualified retirees), layoff, leave of absence and the end of employment. It also ends on the date you stop being a member of a class of employees eligible for insurance under this plan, or when this plan ends for all employees. And it ends when this plan is changed so that benefits for the class of employees to which you belong ends.

If you are required to pay all or part of the cost of this coverage and you fail to do so, your coverage ends. It ends on the last day of the period for which you made the required payments, unless coverage ends earlier for other reasons.

Read this booklet carefully if your coverage ends. You may have the right to continue certain group benefits for a limited time.

Dependent Coverage

Eligible Dependents For Dependent Dental Benefits

Your eligible dependents are: your legal spouse; your same sex domestic partner who meets the eligibility criteria on the Domestic Partner statement; your unmarried dependent children until the last day of the month which they turn age 19; and your unmarried dependent children, from age 19 until the last day of the month in which the child turns age 25, who are enrolled as full-time students at accredited schools with a minimum of 9 credit hours. Unmarried dependent children include your dependent grandchildren who reside with you or if you are named in a court order as having legal custody or the parent of the grandchild(ren) is an eligible dependent child(ren) of your same sex domestic partner if they meet the criteria for unmarried natural children and their primary residence is with the employee.

Adopted Children And Step-Children

Your “unmarried dependent children” include your legally adopted children and, if they depend on you for most of their support and maintenance, your step-children. We treat a child as legally adopted from the time the child is placed in your home for the purpose of adoption. We treat such a child this way whether or not a final adoption order is ever issued.

Dependents Not Eligible

We exclude any dependent who is insured by this plan as an employee. And we exclude any dependent who is on active duty in any armed force.

Handicapped Children

You may have an unmarried child with a mental or physical handicap, or developmental disability, who can’t support himself or herself. Subject to all of the terms of this coverage and the plan, such a child may stay eligible for dependent benefits past this coverage’s age limit.

The child will stay eligible as long as he or she stays unmarried and unable to support himself or herself, if: (a) his or her conditions started before he or she reached this coverage’s age limit; (b) he or she became insured by this coverage before he or she reached the age limit, and stayed continuously insured until he or she reached such limit; and (c) he or she depends on you for most of his or her support and maintenance.

But, for the child to stay eligible, you must send us written proof that the child is handicapped and depends on you for most of his or her support and maintenance. You have 31 days from the date the child reaches the age limit to do this. We can ask for periodic proof that the child’s condition continues. But, after two years, we can’t ask for this proof more than once a year. The child’s coverage ends when yours does.

Waiver Of Dental Late Entrants Penalty

If you initially waived dental coverage for your spouse or eligible dependent children under this plan because they were covered under another group plan, and you now elect to enroll them in the dental coverage under this plan, the Penalty for Late Entrants provision will not apply to them with regard to dental coverage provided their coverage under the other plan ends due to one of the following events: (a) termination of your spouse’s employment; (b) loss of eligibility under your spouse’s plan; (c) divorce; (d) death of your spouse; or (e) termination of the other plan.

But you must enroll your spouse or eligible dependent children in the dental coverage under this plan within 30 days of the date that any of the events described above occur. In addition, the Penalty for Late Entrants provision for dental coverage will not apply to your spouse or eligible dependent children if: (a) you are under legal obligation to provide dental coverage due to a court-order; and (b) you enroll them in the dental coverage under this plan within 30 days of the issuance of the court-order.

When Dependent Coverage Starts

In order for your dependent coverage to begin you must already be insured for employee coverage or enroll for employee and dependent coverage at the same time. Subject to the “Exception” stated below and to all of the terms of this plan, the date your dependent coverage starts depends on when you elect to enroll your initial dependents and agree to make any
required payments.

If you do this on or before your eligibility date, the dependent’s coverage is scheduled to start on the later of your eligibility date and the date you become insured for employee coverage.

If you do this within the enrollment period, the coverage is scheduled to start on the later of the date you sign the enrollment form; and the date you become insured for employee coverage.

If you do this after the enrollment period ends, each of your initial dependents is a late entrant and is subject to any applicable late entrant penalties. The dependent’s coverage is scheduled to start on the date you sign the enrollment form.

Once you have dependent coverage for your initial dependents, you must notify us when you acquire any new dependents and agree to make any additional payments required for their coverage.

If you do this within 31 days of the date the newly acquired dependent becomes eligible, the dependent’s coverage will start on the date the dependent first becomes eligible. If you fail to notify us on time, the newly acquired dependent, when enrolled, is a late entrant and is subject to any applicable late entrant penalties. The late entrant’s coverage is scheduled to start on the date you sign the enrollment form.

Exception If a dependent, other than a newborn child, is confined to a hospital or other health care facility; or is home-confined; or is unable to carry out the normal activities of someone of like age and sex on the date his dependent benefits would otherwise start, we will postpone the effective date of such benefits until the day after his discharge from such facility; until home confinement ends; or until he resumes the normal activities of someone of like age and sex.

Newborn Children We cover your newborn child for dependent benefits, from the moment of birth, if you are already covered for dependent child coverage when the child is born. If you do not have dependent coverage when the child is born, we cover the child for the first 31 days from the moment of birth. To continue the child’s coverage past the 31 days, you must enroll the child and agree to make any required premium payments within 31 days of the date the child is born. If you fail to do this, the child’s coverage will end at the end of the 31 days, and once the child is enrolled, the child is a late entrant, is subject to any applicable late entrant penalties, and will be covered as of the date you sign the enrollment form.

When Dependent Coverage Ends

Dependent coverage ends on the last day of the month for all of your dependents when your coverage ends. But if you die while insured, we’ll automatically continue dependent benefits for those of your dependents who were insured when you died. We’ll do this for six months at no cost, provided: (a) the group plan remains in force; (b) the dependents remain eligible dependents; and (c) in the case of a spouse, the spouse does not remarry.

If a surviving dependent elects to continue his or her dependent benefits under this plan’s “Federal Continuation Rights” provision, or under any other continuation provision of this plan, if any, this free continuation period will be provided as the first six months of such continuation. Premiums required to be paid by, or on behalf of a surviving dependent will be waived for the first six months of continuation, subject to restrictions (a), (b) and (c) above. After the first six months of continuation, the remainder of the continuation period, if any, will be subject to the premium requirements, and all of the terms of the “Federal Continuation Rights” or other continuation provisions. Dependent coverage also ends for all of your dependents when you stop being a member of a class of employees eligible for such coverage. And it ends when this plan ends, or when dependent coverage is dropped from this plan for all employees or for an employee’s class.

If you are required to pay all or part of the cost of dependent coverage, and you fail to do so, your dependent coverage ends. It ends on the last day of the period for which you made the required payments, unless coverage ends earlier for other reasons.

An individual dependent’s coverage ends when he or she stops being an eligible dependent. This happens to a child at 12:01 a.m. on the date the child attains this coverage’s age limit, when he or she marries, or when a step-child is no longer dependent on you for support and maintenance. It happens to a spouse when a marriage ends in legal divorce or annulment. Read this plan carefully if dependent coverage ends for any reason. Dependents may have the right to continue certain group benefits for a limited time.

CERTIFICATE AMENDMENT

This rider amends the “Dependent Coverage” provisions as follows: An employee’s same sex domestic partner will be eligible for dental coverage under this plan. Coverage will be provided subject to all the terms of this plan and to the following limitations: To qualify for such coverage, both the employee and his or her domestic partner must: be 18 years of age or older; be unmarried, constitute each other’s sole domestic partner and not have had another domestic partner in the last 12 months; share the same permanent address for at least 12 consecutive months and intend to do so indefinitely; share joint financial responsibility for basic living expenses including food, shelter and medical expenses; not be related by blood to a degree that would prohibit marriage in the employee’s state of residence; and be financially interdependent which must be demonstrated by at least four of the following:

a. ownership of a joint bank account;

b. ownership of a joint credit account;

c. evidence of a joint mortgage or lease;

d. evidence of joint obligation on a loan;

e. joint ownership of a residence;

f. evidence of common household expenses such as utilities or telephone;

g. execution of wills naming each other as executor and/or beneficiary;

h. granting each other durable powers of attorney;

i. granting each other health care powers of attorney;

j. designation of each other as beneficiary under a retirement benefit account; or

k. evidence of other joint financial responsibility.

The employee must complete a “Declaration of Domestic Partnership” attesting to the relationship.

The domestic same sex partner’s dependent children will be eligible for coverage under this plan on the same basis as if the children were the employee’s dependent children.

Coverage for the domestic partner and his or her dependent children ends when the domestic partner no longer meets the qualifications of a domestic partner as indicated above. Upon termination of a same sex domestic partnership, a “Statement of Termination” must be completed and filed with the employer.

Once the employee submits a “Statement of Termination,” he or she may not enroll another domestic partner for a period of 12 months from the date of the previous termination.

And, the same sex domestic partner and his or her children will be not eligible for: a. survivor benefits upon the employee’s death as explained under the “When Dependent Coverage Ends” section; or b. continuation of dental coverage as explained under the “Federal Continuation Rights” section and under any other continuation rights section of this plan, unless the employee is also eligible for and elects continuation.

This rider is a part of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan.

DENTAL HIGHLIGHTS

This page provides a quick guide to some of the Dental Expense Insurance plan features which people most often want to know about. But it’s not a complete description of your Dental Expense Insurance plan. Read the following pages carefully for a complete explanation of what we pay, limit and exclude.

Benefit Year Cash Deductible for Non-Orthodontic Services — None

Payment Rates:
For Group I Services — 100%
For Group II Services — 100%
For Group III Services — 100%
For Group IV Services — 100%

Benefit Year Payment Limit for Non-Orthodontic Services

For Group I, II and III Services — Unlimited

Lifetime Payment Limit for Orthodontic Treatment

For Group IV Services — Unlimited

DENTAL EXPENSE INSURANCE

This insurance will pay many of your and your covered dependents’ dental expenses. What we pay and the terms for payment are explained below.

Covered Charges

Covered charges are reasonable and customary charges for the dental services named in the List of Covered Dental Services. By reasonable, we mean the charge is the dentist’s usual charge for the service furnished. But if more than one type of service can be used to treat a dental condition, we have the right to consider charges for the least expensive one which meets the accepted standards of dental practice. By customary, we mean the charge made for the given dental condition isn’t more than the usual charge made by most other dentists with similar training and experience in the same geographic area. We only pay for covered charges incurred by a covered person while he’s insured. A covered charge for a crown, bridge or cast restoration is incurred on the date the tooth is prepared. A covered charge for any other prosthetic device is incurred on the date the master impression is made. A covered charge for root canal treatment is incurred on the date the pulp chamber is opened. A covered charge for orthodontic treatment is incurred on the date the active appliance is first placed. All other covered charges are incurred on the date the services are furnished.

Pre-Treatment Review

When the expected cost of a proposed course of treatment is $300.00 or more, the covered person’s dentist must send us a treatment plan before he starts. This must be done on a form acceptable to The Guardian. The treatment plan must include: (a) a list of the services to be done, using the American Dental Association Nomenclature and codes; (b) the itemized cost of each service; and (c) the estimated length of treatment. Dental X-rays, study models and whatever else we need to evaluate the treatment plan must be sent to us, too. A treatment plan must always be sent to us before orthodontic treatment starts. We review the treatment plan and estimate what we will pay. The estimate will be sent to the

covered person’s dentist. If we don’t agree with a treatment plan, or if one is not sent in, we have the right to base our payments on treatment suited to the covered person’s condition by accepted standards of dental practice.

Pre-treatment review is not a guarantee of what we will pay. It tells the covered person and his dentist, in advance, what we would pay for the covered dental services named in the treatment plan. But payment is conditioned on: (a) the work being done as proposed and while the covered person is insured; and (b) the deductible and payment limit provisions and all
of the other terms of this plan. Emergency treatment, oral examinations, dental X-rays and teeth cleaning are part of a course of treatment, but may be done before the pre-treatment review is made.

Benefits From Other Sources

This plan supplements the medical plan provided by your employer, if any. This plan, and your employer’s medical plan, if any, may provide benefits for the same charges. If they do, we subtract what your employer’s medical plan, if any, pays from what we’d otherwise pay.

Other plans may furnish similar benefits, too. For instance, you may be covered by this plan and a similar plan through your spouse’s employer. If you are, we coordinate our benefits with the benefits from these other plans. We do this so no one gets more in benefits than the charges he incurs. Read “Coordination of Benefits” to see how this works.

The Benefit Provision — Qualifying For Benefits

Group I, II And III Non-Orthodontic Services

We pay for Group I, II and III covered charges at the applicable payment rate.

All charges must be incurred while the covered person is insured. What we pay is based on all of the terms of this plan.

Group IV Orthodontic Services

This plan provides benefits for Group IV orthodontic services. We pay for Group IV covered charges at the applicable payment rate. Using the treatment plan, we calculate the total benefit we will pay. We divide this into equal payments, which we spread out over the shorter of two years or the proposed length of treatment.

We make the initial payment when the active appliance is first placed. We make further payments at the end of each subsequent three month period. But treatment must continue and the covered person must stay insured. What we pay is based on all of the terms of this plan. Orthodontic benefits won’t be charged against the benefit year payment limit which applies to all other services.

Payment Rates Benefits for covered charges are paid at the following rates:

Benefits for Group I Services are paid at a rate of 100%

Benefits for Group II Services are paid at a rate of 100%

Benefits for Group III Services are paid at a rate of 100%

Benefits for Group IV Services are paid at a rate of 100%

After This Insurance Ends

We won’t pay for charges incurred after this insurance ends. But we pay for the following if all work is finished in the 31 days after this insurance ends: (a) a crown, bridge or cast restoration, if the tooth is prepared before the insurance ends; (b) any other prosthetic device, if the master impression is made before the insurance ends; and (c) root canal treatment, if the pulp chamber is opened before the insurance ends. Benefits for orthodontic treatment will only be paid to the end of the month in which the insurance ends. The final payment will be pro-rated.

Special Limitations

Penalty For Late Entrants

We won’t cover charges incurred by a late entrant for: (1) Group II services until 6 months from the date he is insured by this plan; (2) Group III services until 12 months from the date he is insured by this plan; and (3) orthodontic treatment done in the first 24 months he is insured by this plan. However, this limitation will not apply to covered charges due solely to an injury suffered while insured.

Charges not covered due to this provision are not considered covered dental services and cannot be used to satisfy this

plan’s deductibles. A late entrant is a person who: (1) becomes insured more than 31 days after he is eligible; or (2) becomes insured again, after his coverage lapsed because he did not make required payments.

Teeth Lost Before A Covered Person Became Insured By This Plan

A covered person may have lost one or more teeth before he became insured by this plan. Except as explained below, we won’t pay for a prosthetic device which replaces such teeth unless the device also replaces one or more natural teeth lost or extracted after the covered person became insured by this plan.

If This Plan Replaces Another Plan

This plan may be replacing another plan your employer had with some other insurer.

We don’t want anyone to lose benefits when this happens. So we pay for certain charges incurred before this plan starts, if: (1) the covered person was insured by the old plan; and (2) the old plan would have paid for such charges. But this plan must start right after the old plan ends. And the covered person must be insured by this plan from the start.

We limit what we pay to the lesser of: (1) what the old plan would have paid; or (2) what we would otherwise pay. And we deduct any benefits actually paid by the old plan under any extension provision.

In the first benefit year of this plan, we also reduce this plan’s deductibles by the amount of covered charges applied against the old plan’s deductible. And, in the first benefit year, we charge benefits which were paid by the old plan against this plan’s payment limits.

Exclusions

•    We won’t pay for:

•    Oral hygiene, plaque control or diet instruction.

•    Precision attachments.

•    We won’t pay for:

•    Treatment which does not meet accepted standards of dental practice.

•    Treatment which is experimental in nature.

•    We won’t pay for any appliance or prosthetic device used to:

•    Change vertical dimension.

•    Restore or maintain occlusion, except to the extent that this plan covers orthodontic treatment.

•    Splint or stabilize teeth for periodontic reasons.

•    Replace tooth structure lost as a result of abrasion or attrition.

•    Treat disturbances of the temporomandibular joint.

•    We won’t pay for any service furnished for cosmetic reasons. This includes, but is not limited to:

•    Characterizing and personalizing prosthetic devices.

•    Making facings on prosthetic devices for any teeth in back of the second bicuspid.

•    We won’t pay for replacing an appliance or prosthetic device with a like appliance or device, unless:

•    It is at least ten years old and can’t be made usable.

•    It is damaged while in the covered person’s mouth in an injury suffered while insured, and can’t be fixed.

•    We won’t pay for:

•    Replacing a lost, stolen or missing appliance or prosthetic device.

•    Making a spare appliance or device.

•    We won’t pay for treatment needed due to:

•    An on-the-job or job-related injury.

•    A condition for which benefits are payable by Worker’s Compensation or similar laws.

•    We won’t pay for treatment for which no charge is made. This usually means treatment furnished by:

•    The covered person’s employer, labor union or similar group, in its dental or medical department or clinic.

•    A facility owned or run by any governmental body.

•    Any public program, except Medicaid, paid for or sponsored by any government body.

But if a charge is made and we are legally required to pay it, we will.

List of Covered Dental Services

The services covered by this plan are named in this list. Each service on this list has been placed in one of four groups. A separate payment rate applies to each group. Group I is made up of preventive services. Group II is made up of basic services. Group III is made up of major services. Group IV is made up of orthodontic services.

All covered dental services must be furnished by or under the direct supervision of a dentist. And they must be usual and necessary treatment for a dental condition.

Group I — Preventive Dental Services

(Non-Orthodontic)

Prophylaxis And Fluoride Treatments

Prophylaxis (limited to two treatments in the calendar year, month period) —
Allowance includes the complete removal of explorer-detectable calculus, soft deposits, plaque, stains, and the smoothing of tooth surfaces above the gingival attachment.

Topical application of fluoride, including prophylaxis, (limited to covered persons under age 14 and limited to one treatment in any six consecutive month period).

Space Maintainers (Limited to covered persons under age 16 and limited to initial appliance only) Allowance includes all adjustments in the first six months after installation:

• Fixed, unilateral, band or stainless steel crown type.

• Removal, bilateral type.

Fixed And Removable Appliances

To Inhibit Thumbsucking — (Limited to covered persons under age 14 and limited to initial appliance only) — Allowance includes all adjustments in the first six months after installation.

Diagnostic Services

Allowance includes examination and diagnosis — x-rays.

• Full mouth series of at least 14 films including bitewings, if needed (limited to once in any 36 consecutive month period).

• Bitewing films (limited to a maximum of four films, in one visit, in any twelve consecutive month period).

• Intraoral periapical or occlusal x-rays — single films.

• Extraoral superior or inferior maxillary film.

• Panoramic film, maxilla and mandible, allowable only when necessary to diagnose accidental injury, or in conjunction with cyst or tumor removal.

Dental Sealants (Limited to the unrestored permanent molars of covered persons under age 19 and limited to one treatment in any 12 consecutive month period).

Office Visits And Examinations

Oral examination (limited to two examinations in any twelve consecutive month period).

Emergency palliative treatment and other non-routine, unscheduled visits. We pay for this only if no other service (except x-rays) is rendered during the visit.

Group II — Basic Dental Services

(Non-Orthodontic)

Office Visits And Examinations

Diagnostic consultation with a dentist other than the one providing treatment (limited to one consultation for each dental specialty in any 12 consecutive month period) — We pay for this only if no other service is rendered during
the visit.

Diagnostic Services Allowance includes examination and diagnosis.

• Diagnostic casts, when necessary to diagnose complex restorative cases.

• Biopsy and examination of oral tissue.

Restorative Services Multiple restorations on one surface will be considered one restoration. Also see “Major Restorative Services”. Allowance includes insulating base and local anesthesia.

• Amalgam restorations (primary or permanent teeth).

• Cavities involving one surface, two surfaces and three or more surfaces.

• Synthetic restorations: Allowable includes curing light and etchant.

• Anterior teeth — per restoration: Acrylic or plastic filling — Class I and III types; Composite resin — Class I and III types 2330; Composite resin — involving incisal angle.

• Bicuspid teeth — Composite resin — Class V type.

• Crowns: Acrylic or plastic, without metal, and Stainless steel.

(Non-Orthodontic)

• Pins: Pin retention, exclusive of restorative material — used in lieu of cast restorations.

• Recementation: Inlay or onlay, Crown, and Bridge.

Endodontic Services

Allowance includes all endodontic treatment within 12 months.

• Pulp capping, direct, for full or new pulpal exposure.

• Remineralization (Calcium Hydroxide), as a separate procedure.

• Vital pulpotomy.

• Apexification, therapeutic apical closure.

• Root canal therapy on non-vital (nerve-dead) teeth. Allowance includes routine x-rays and cultures, but excludes final restoration.

• Anterior, bicuspid, or molar teeth.

• Apicoectomy, as a separate procedure or in conjunction with other endodontic procedures. Allowance includes retrograde filling.

Periodontic Services

Allowance includes the treatment plan, local anesthetics and post-operative care.

• Non-Surgical Services:

• Periodontal root planing — As necessary for substantial bone and attachment loss (limited to one treatment per area in any 24 month period).

• Occlusal adjustment — Allowable only when done in conjunction with periodontal surgery.

• Surgical Services (limited to one treatment per area in any 36 month period):

• Gingivectomy, per tooth — Less than 3 teeth and not incidental to crown preparations.

• Osseous surgery, per quadrant — Including all necessary (associated) surgical procedures.

• Mucogingival Surgery (pedicle soft tissue graft, sliding horizontal flap, free soft tissue graft).

Oral Surgery

Allowance includes diagnosis, the treatment plan, local anesthetics and post-surgical care.

• Extractions:

• Uncomplicated non-surgical extraction, one or more teeth.

• Surgical removal of erupted teeth, involving tissue flap and bone removal.

• Surgical removal of impacted teeth.

(Non-Orthodontic)

Other Surgical Procedures

• Alveolectomy, per quadrant.

• Stomatoplasty with ridge extension, per arch.

• Removal of mandibular tori, per quadrant.

• Excision of hyperplastic tissue.

• Excision of pericoronal gingiva, per tooth.

• Removal of palatal torus.

• Removal of cyst or tumor — not associated with the removal of impacted teeth.

• Incision and drainage of abscess.

• Closure of oral fistula or maxillary sinus.

• Reimplantation of tooth.

• Frenectomy.

• Suture of soft tissue injury.

• Sialolithotomy for removal of salivary calculus.

• Closure of salivary fistula.

• Dilation of salivary duct.

• Sequestrectomy for osteomyelitis or bone abscess, superficial.

• Maxillary sinusotomy for removal of tooth fragment or foreign body.

Prosthodontic Services

Specialized techniques and characterization are not covered. Also see “Major Prosthodontic Services”.

• Denture repairs, acrylic: Repairing dentures, no teeth damaged; Repairing dentures and replace one or more broken teeth; and Replacing one or more broken teeth, no other damage.

• Denture repairs, metal — Allowance based on the extent and nature of damage and on the type of materials involved.

• Full or partial denture rebase, jump case (limited to once per denture in any 36 consecutive month period).

• Full or partial denture reline (limited to once per denture in any 12 consecutive month period): Office reline; Cold cure; Laboratory reline.

• Denture adjustments (limited to adjustments by a dentist other than the one providing the denture, and adjustments are more than 6 months after the initial installation).

• Tissue conditioning (limited to a maximum of 2 treatments per arch in any 12 consecutive month period).

• Adding teeth to partial dentures to replace extracted natural teeth.

• Repairs to crowns and bridges — allowance based on the extent and nature of damage and the type of materials involved).

Other Services — General anesthesia in connection with surgical procedures only.

• Injectable antibiotics needed solely for treatment of a dental condition.

Group III — Major Dental Services
(Non-Orthodontic)

Restorative Services Cast restorations and crowns are covered only when needed because of decay or injury, and only when the tooth cannot be restored with a routine filling material. Allowance includes insulating bases, temporization and minor associated gingival involvement. Also see “Basic Restorative Services”.

• Inlays.

• Onlays, in the presence of an inlay.

• Crowns and Posts: Acrylic with metal. Porcelain, Porcelain with metal, Full cast metal (other than stainless steel), 3/4 cast metal (other than stainless steel), Cast post and core, in addition to crown (not a thimble coping), Steel post and composite or amalgam core, in addition to crown, and Cast dowel pin (one-piece cast with crown) — Allowance based on type of crown, Crown build-up - Necessitated by loss of natural tooth structure.

Prosthodontic Services

Specialized technique and characterizations are not covered. Also see “Basic Prosthodontic Services”.

• Fixed bridges — Each abutment and each pontic makes up a unit in a bridge.

• Bridge abutments — See inlays and crowns under “Major Restorative Services”.

• Bridge Pontics: Cast metal, sanitary, Plastic or porcelain with metal, and Slotted pontic.

• Simple stress breakers, per unit.

• Dentures — Allowance includes all adjustments done by the dentist furnishing the denture in the first 6 months after installation. Temporary dentures older than one year are considered to be a permanent appliance.

• Full dentures, upper or lower.

• Partial dentures — Allowance includes base, all clasps, rests and teeth.

• Unilateral, one piece chrome casting, clasp attachment, including pontics.

• Upper, with two chrome clasps with rests, acrylic base.

• Upper, with chrome palatal bar and clasps, acrylic base.

• Lower, with two chrome clasps with rests, acrylic base.

• Lower, with chrome lingual bar and clasps, acrylic base.

• Stayplate base, upper or lower (anterior teeth only).

Group IV — Orthodontic Services

Orthodontic Services

• Any Group I, II or III service in connection with orthodontic treatment.

• Surgical exposure of impacted or unerupted teeth in connection with orthodontic treatment - Allowance includes routine x-rays, local anesthetics and post-surgical care.

• Active appliances — All types — Allowance includes diagnostic services, the treatment plan, the fitting, making and placing of the active appliance, and all related office visits including post-treatment stabilization.

ELIGIBILITY FOR PRESCRIPTION DRUG COVERAGE

Employee Coverage

Eligible Employees To be eligible for employee coverage you must be an active full-time/part-time employee or a qualified retiree. And you must belong to a class of employees covered by this plan.

When Your Coverage Starts

Employee benefits are scheduled to start on the effective date shown on the sticker attached to the inside front cover of this booklet. But you must be actively at work on a full-time/part-time basis, unless you are disabled or unless you are a qualified retiree, on the scheduled effective date. And you must have met all of the applicable conditions explained above, and any applicable waiting period. If you are an active full-time employee and are not actively at work on any date your insurance is scheduled to start, unless you are disabled, we will postpone your coverage until you return to active full-time work.

If you are a qualified retiree, you can not be confined in a health care facility on the scheduled effective date of coverage. If you are confined on that date, we will postpone your coverage until the day you are discharged. And you must also have met all of the applicable conditions of eligibility and any applicable waiting period in order for coverage to start.

Sometimes, the effective date shown on the sticker is not a regularly scheduled work day. But coverage will still start on that date if you were actively at work on a full-time basis on your last regularly scheduled work day.

When Your Coverage Ends

If you are an active full-time/part-time employee, your coverage ends on the date your active full-time service ends for any reason, other than disability. Such reasons include death, retirement (except for qualified retirees), layoff, leave of absence and the end of employment. It also ends on the date you stop being a member of a class of employees eligible for insurance under this plan, or when this plan ends for all employees. And it ends when this plan is changed so that benefits for the class of employees to which you belong ends. Read this booklet carefully if your coverage ends. You may have the right to continue certain group benefits for a limited time.

Dependent Coverage

Eligible Dependents For Dependent Prescription Drug Benefits

Your eligible dependents are: your legal spouse; your same sex domestic partner who meets the eligibility criteria on the Domestic Partner statement; your unmarried dependent children until the end of the month in which they
turn age 19; and your unmarried dependent children, from age 19 until the end of the month of their 25th birthday, who are enrolled as full-time students at accredited schools with a minimum of 9 credit hours.

Unmarried dependent children include your dependent grandchildren who reside with you or if you are named in a court order as having legal custody or the parent of the grandchild(ren) is an eligible dependent child(ren) of your same sex domestic partner if they meet the criteria for unmarried natural children and their primary residence is with the employee.

Adopted Children And Step-Children

Your “unmarried dependent children” include your legally adopted children and, if they depend on you for most of their support and maintenance, your step-children. We treat a child as legally adopted from the time the child is placed in your home for the purpose of adoption. We treat such a child this way whether or not a final adoption order is ever issued.

Dependents Not Eligible

We exclude any dependent who is insured by this plan as an employee. And we exclude any dependent who is on active duty in any armed force.

Handicapped Children

You may have an unmarried child with a mental or physical handicap, or developmental disability, who can’t support himself or herself. Subject to all of the terms of this coverage and the plan, such a child may stay eligible for dependent benefits past this coverage’s age limit.

The child will stay eligible as long as he or she stays unmarried and unable to support himself or herself, if: (a) his or her conditions started before he or she reached this coverage’s age limit; (b) he or she became insured by this coverage before he or she reached the age limit, and stayed continuously insured until he or she reached such limit; and (c) he or she depends on you for most of his or her support and maintenance.

But, for the child to stay eligible, you must send us written proof that the child is handicapped and depends on you for

most of his or her support and maintenance. You have 31 days from the date the child reaches the age limit to do this. We can ask for periodic proof that the child’s condition continues. But, after two years, we can’t ask for this proof more than once a year. The child’s coverage ends when yours does.

When Dependent Coverage Starts

In order for your dependent coverage to begin you must already be insured for employee coverage, or enroll for employee and dependent coverage at the same time. The date your dependent coverage starts depends on when you elect to enroll your initial dependents and agree to make any required payments.

The date your dependent coverage starts depends on when you elect to enroll your initial dependents, submit each dependent’s signed health statement, and agree to make any required payments.

If you do this on or before your eligibility date, the dependent’s coverage is scheduled to start on the later of your eligibility date and the date you become insured for employee coverage. If you do this within or after the enrollment period, the coverage is scheduled to start on the later of the date you sign the enrollment form and the date you become insured for employee coverage. Once you have dependent coverage for your initial dependents, you must notify us when you acquire any new dependents and agree to make any additional payments required for their coverage. A newly acquired dependent will be covered from the later of the date you notify us and agree to make any additional payments, and the date the newly acquired dependent is first eligible.

Newborn Children We cover your newborn child for dependent benefits, from the moment of birth if, you are already covered for dependent child coverage when the child is born. If you do not have dependent coverage when the child is born, we cover the child for the first 31 days from the moment of birth. To continue the child’s coverage past the 31 days, you must enroll the child and agree to make any required premium payments within 31 days of the date the child is born. If you fail to do this, the child won’t be covered until you enroll the child and agree to make any required premium payments.

When Dependent Coverage Ends

Dependent coverage ends on the last day of the month for all of your dependents when your coverage ends. But if you die while insured, we’ll automatically continue dependent benefits for those of your dependents who were insured when you died. We’ll do this for six months at no cost, provided: (a) the group plan remains in force; (b) the dependents remain eligible dependents; and (c) in the case of a spouse, the spouse does not remarry.

If a surviving dependent elects to continue his or her dependent benefits under this plan’s “Federal Continuation Rights” provision, or under any other continuation provision of this plan, if any, this free continuation period will be provided as the first six months of such continuation. Premiums required to be paid by, or on behalf of a surviving dependent will be waived for the first six months of continuation, subject to restrictions (a), (b) and (c) above. After the first six months of continuation, the remainder of the continuation period, if any, will be subject to the premium requirements, and all of the terms of the “Federal Continuation Rights” or other continuation provisions. Dependent coverage also ends for all of your dependents when you stop being a member of a class of employees eligible for such coverage. And it ends when this plan ends, or when dependent coverage is dropped from this plan for all employees or for an employee’s class.

If you are required to pay all or part of the cost of dependent coverage, and you fail to do so, your dependent coverage ends. It ends on the last day of the period for which you made the required payments, unless coverage ends earlier for other reasons.

An individual dependent’s coverage ends when he or she stops being an eligible dependent. This happens to a child at 12:01 a.m. on the date the child attains this coverage’s age limit, when he or she marries, or when a step-child is no longer dependent on you for support and maintenance. It happens to a spouse when a marriage ends in legal divorce or annulment. Read this plan carefully if dependent coverage ends for any reason. Dependents may have the right to continue certain group benefits for a limited time.’

CERTIFICATE AMENDMENT

This rider amends the “Dependent Coverage” provisions as follows:

An employee’s domestic partner will be eligible for prescription drug coverage under this plan. Coverage will be provided subject to all the terms of this plan and to the following limitations:

To qualify for such coverage, both the employee and his or her domestic partner must: be 18 years of age or older; be unmarried, constitute each other’s sole domestic partner and not have had another domestic partner in the last 12 months; share the same permanent address for at least 12 consecutive months and intend to do so indefinitely; share

joint financial responsibility for basic living expenses including food, shelter and medical expenses; not be related by blood to a degree that would prohibit marriage in the employee’s state of residence; and be financially interdependent which must be demonstrated by at least four of the following:

a. ownership of a joint bank account;

b. ownership of a joint credit account;

c. evidence of a joint mortgage or lease;

d. evidence of joint obligation on a loan;

e. joint ownership of a residence;

f. evidence of common household expenses such as utilities or telephone;

g. execution of wills naming each other as executor and/or beneficiary;

h. granting each other durable powers of attorney;

i. granting each other health care powers of attorney;

j. designation of each other as beneficiary under a retirement benefit account; or

k. evidence of other joint financial responsibility.

The employee must complete a “Declaration of Domestic Partnership” attesting to the relationship.

The domestic partner’s dependent children will be eligible for coverage under this plan on the same basis as if the children were the employee’s dependent children.

Coverage for the domestic partner and his or her dependent children ends when the domestic partner no longer meets the qualifications of a domestic partner as indicated above. Upon termination of a domestic partnership, a “Statement of Termination” must be completed and filed with the employer. Once the employee submits a “Statement of Termination,” he or she may not enroll another domestic partner for a period of 12 months from the date of the previous termination.

And, the domestic partner and his or her children will not be eligible for:

a. survivor benefits upon the employee’s death as explained under the “When Dependent Coverage Ends” section;

b. continuation of prescription drug coverage as explained under the “Federal Continuation Rights” section and under any other continuation rights section of this plan, unless the employee is also eligible for and elects continuation; or

c. conversion of prescription drug coverage as explained under the “Converting This Group Health Insurance” section of this plan.

This rider is a part of this plan. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this plan.

PRESCRIPTION DRUG EXPENSE INSURANCE

This plan pays benefits for covered drugs prescribed by a doctor. What we pay and the terms of payment are explained below.

Covered Drugs

This plan covers: (a) legend drugs; (b) compound drugs which include at least one legend drug: (c) injectable insulin; and (d) other drugs which, under applicable state law, may only be dispensed when prescribed by a doctor. This plan only pays benefits for covered drugs which are: (a) prescribed by a doctor (except for insulin); (b) dispensed by a licensed pharmacist or by a mail order pharmacy; (c) needed to treat a sickness or injury; and (d) accepted as safe and effective by the health community.

Dispensing Limits

Each time a covered drug is dispensed by a mail order pharmacy, we will pay a benefit for an amount not exceeding a 90 day supply, when used as prescribed.

If the covered person does not obtain the covered drug from a mail order pharmacy, each time the covered drug is dispensed, we will pay a benefit for an amount not exceeding the greater of: (a) a 34 day supply, when used as prescribed; or (b) a 100 unit dose, when used as prescribed.

What we pay is based on all of the terms of this plan. See “Exclusions” for the drugs we exclude.

Benefit Provisions

Cash Deductible

A covered person must pay an out-of-pocket cash deductible for each covered drug each time it is dispensed. This prescription drug deductible must be paid before this plan pays any benefit for that drug. The deductible amount for each prescription or refill is:

for drugs received from a mail order pharmacy — none

for drugs not received from a mail order pharmacy — none

After the deductible is paid, we will pay the covered charge in excess of the deductible for each covered drug dispensed while the covered person is insured. Of course, what we pay is subject to all the terms of this plan.

Extended Benefit

If a covered person is totally disabled and under a doctor’s care when his insurance ends, we will extend his prescription drug expense insurance, in accordance with the Extended Benefits provision under the Major Medical portion of this plan, but not for more than three months. There is no premium charged for the extended prescription drug insurance coverage. But, the covered person will have to pay the cash deductible for each prescription.

Employer Liability

If a covered person’s insurance ends for any reason, the employer will be liable to us for any benefits paid to such previously covered person after his insurance ends, except as described in the Extended Benefit provision.

Exclusions

We won’t pay for any of the following:

Administering a drug.

Drugs labeled “Caution — limited by Federal Law to investigational use”, or experimental drugs.

Drugs, except injectable insulin, which can be obtained legally without a doctor’s prescription.

Any therapeutic device or appliance. This includes support garments and other non-medical substances, regardless of their intended use.

Immunization agents, biological sera, blood or blood plasma, or vitamins (other than legend vitamins).

Drugs needed due to conditions caused, directly or indirectly, by a covered person taking part in a riot or other civil disorder; or the covered person taking part in the commission of a felony.

Drugs needed due to conditions caused, directly or indirectly, by declared or undeclared war or act of war.

Drugs dispensed to a covered person while on active duty in any armed force.

Drugs for which there is no charge. This usually means drugs furnished by the covered person’s employer, labor union or similar group, in its medical department or clinic; a hospital or clinic owned or run by any government body; or any public program, except Medicaid, paid for or sponsored by any government body. But if a charge is made and we are legally required to pay it, we will.

Drugs dispensed to, or taken by, a covered person while confined to a hospital, an extended care center or a drug abuse, alcohol abuse or mental health center or any similar facility.

Any drugs which are paid for, in whole or in part, by another group health coverage or plan.

Drugs needed due to an on-the-job or job-related injury, or conditions for which benefits are payable by Worker’s Compensation or similar laws.

Refills of a prescription in excess of the number of refills ordered by the doctor.

A refill dispensed more than one year from the date of the doctor’s order.

Pharmacy Discounts and Rebates

We may participate in programs to provide a covered person under the plan with information that may help to reduce his or her expenses for certain drugs and supplies. This information may include coupons; rebates; or other offers from pharmaceutical manufacturers; MedcoHealth; or us that enables a covered person, at his or her discretion, to purchase the described drug products or supplies at a discount or no charge. This information may include content developed by, and at the expense of pharmaceutical manufacturers or MedcoHealth. This information is not medical advice. The decision whether or not to use this information is the covered person’s and we recommend that the covered person consult with his or her doctor.

COORDINATION OF BENEFITS

Important Notice This section applies to all group health benefits under this plan; except prescription drug coverage, if any. It does not apply to any death, dismemberment, or loss of income benefits that may be provided under this plan.

Purpose When a covered person has health care coverage under more than one plan, this section allows this plan to coordinate what it pays with what other plans pay. This is done so that the covered person does not collect more in
benefits than he or she incurs in charges.

Definitions

Allowable Expense This term means any necessary, reasonable, and customary item of health care expense that is covered, at least in part, by any of the plans which cover the person. This includes: (a) deductibles; (b) coinsurance; and (c) copayments. When a plan provides benefits in the form of services, the reasonable cash value of each service will be considered an allowable expense and a benefit paid.

An expense or service that is not covered by any of the plans is not an allowable expense. Examples of other expenses or services that are not allowable expenses are:

(1) If a person is confined in a private hospital room, the difference between the cost of a semi-private room in the hospital and the private room is not an allowable expense. This does not apply if: (a) the stay in the private room is medically necessary in terms of generally accepted medical practice; or (b) one of the plans routinely provides coverage for private hospital rooms.

(2) The amount a benefit is reduced by the primary plan because a person does not comply with the plan’s provisions is not an allowable expense. Examples of these provisions are: (a) precertification of admissions and procedures; (b) continued stay reviews; and (c) preferred provider arrangements.

(3) If a person is covered by two or more plans that compute their benefit payments on the basis of reasonable and customary charges, any amount in excess of the primary plan’s reasonable and customary charges for a specific benefit is not an allowable expense.

(4) If a person is covered by two or more plans that provide benefits or services on the basis of negotiated fees, an amount in excess of the primary plan’s negotiated fees for a specific benefit is not an allowable expense.

If a person is covered by one plan that computes its benefits or services on the basis of reasonable and customary charges and another plan that provides its benefits or services on the basis of negotiated fees, the primary plan’s payment arrangements will be the allowable expense for all plans. However, if the provider has contracted with the secondary plan to provide the benefit or service for a specific negotiated fee or payment amount that is different than the primary plan’s payment arrangement and if the provider’s contract permits, the negotiated fee or payment shall be the allowable expense used by the secondary plan to determine its benefit.

Claim Determination Period

This term means a request that benefits of a plan be provided or paid. This term means a calendar year. It does not include any part of a year during which a person has no coverage under this plan, or before the date this section takes effect.

Coordination Of Benefits

This term means a provision which determines an order in which plans pay their benefits, and which permits secondary plans to reduce their benefits so that the combined benefits of all plans do not exceed total allowable expenses.

Custodial Parent This term means a parent awarded custody by a court decree. In the absence of a court decree, it is the parent with whom the child resides more than one half of the calendar year without regard to any temporary visitation.

Group-Type Contracts

This term means contracts: (a) which are not available to the general public; and (b) can be obtained and maintained only because of membership in or connection with a particular organization or group.

Hospital Indemnity Benefits

This term means benefits that are not related to expenses incurred. This term does not include reimbursement-type benefits even if they are designed or administered to give the insured the right to elect indemnity-type benefits at the time of claim.

Plan

This term means any of the following that provides benefits or services for health care or treatment: (1) group insurance and group subscriber contracts; (2) uninsured arrangements of group or group-type coverage; (3) group or group-type coverage through health maintenance organizations (HMOs) and other prepayment, group practice and individual practice plans; (4) group-type contracts; (5) amounts of group or group- type hospital indemnity benefits in excess of $100.00 per day; (6) medical benefits under group automobile contracts, group or individual automobile “no-fault” contracts, and under traditional “fault” type contracts to the extent that such contracts are primary plans; and (7) Medicare or other governmental benefits, as permitted by law. This term does not include individual or family: (a) insurance contracts; (b) subscriber contracts; (c) coverage through HMOs; or (d) coverage under other prepayment, group practice and individual practice plans. This term also does not include: (i) amounts of group or group-type hospital indemnity benefits of $100.00 or less per day; (ii) school accident type coverage; or (iii) Medicaid, and coverage under other governmental plans, unless permitted by law.

This term also does not include any plan that this plan supplements. Plans that this plan supplements are named in the benefit description. Each type of coverage listed above is treated separately. If a plan has two parts and coordination of benefits applies only to one of the two, each of the parts is treated separately.

Primary Plan This term means a plan that pays first without regard that another plan may cover some expenses. A plan is a primary plan if either of the following is true: (1) the plan either has no order of benefit determination rules, or its rules differ from those explained in this section; or (2) all plans that cover the person use the order of benefit determination rules explained in this section, and under those rules the plan pays its benefits first.

Secondary Plan This term means a plan that is not a primary plan.

This Plan This term means the group health benefits, except prescription drug coverage, if any, provided under this group plan.

Order Of Benefit Determination

The primary plan pays or provides its benefits as if the secondary plan or plans did not exist.

A plan may consider the benefits paid or provided by another plan to determine its benefits only when it is secondary to that other plan. If a person is covered by more than one secondary plan, the rules explained below decide the order in which secondary plan benefits are determined in relation to each other.

A plan that does not contain a coordination of benefits provision is always primary.

When all plans have coordination of benefits provisions, the rules to determine the order of payment are listed below. The first of the following rules that applies is the rule to use.

Non-Dependent Or Dependent

The plan that covers the person other than as a dependent (for example, as an employee, member, subscriber, or retiree) is primary. The plan that covers the person as a dependent is secondary. But, if the person is a Medicare beneficiary and, as a result of federal law, Medicare is secondary to the plan that covers the person as a dependent; and primary to the plan that covers the person other than as a dependent (for example, as a retiree); then the order of payment between the two plans is reversed. In that case, the plan that covers the person as an employee, member, subscriber, or retiree is secondary and the other plan is primary.

Child Covered Under More Than One Plan

The order of benefit determination when a child is covered by more than one plan is:

(1) If the parents are married, or are not separated (whether or not they ever have been married), or a court decree awards joint custody without specifying that one party must provide health care coverage, the plan of the parent whose birthday is earlier in the year is primary. If both parents have the same birthday, the plan that covered either of the parents longer is primary. If a plan does not have this birthday rule, then that plan’s coordination of benefits provision will determine which plan is primary.

(2) If the specific terms of a court decree state that one of the parents must provide health care coverage and the plan of the parent has actual knowledge of those terms, that plan is primary. This rule applies to claim determination periods that start after the plan is given notice of the court decree.

(3) In the absence of a court decree, if the parents are not married, or are separated (whether or not they ever have been married), or are divorced, the order of benefit determination is: (a) the plan of the custodial parent; (b) the plan of the spouse of the custodial parent; and (c) the plan of the noncustodial parent.

Active Or Inactive Employee

The plan that covers a person as an active employee, or as that person’s dependent, is primary. An active employee is one who is neither laid off nor retired. The plan that covers a person as a laid off or retired employee, or as that person’s dependent, is secondary. If a plan does not have this rule and as a result the plans do not agree on the order of benefit determination, this rule is ignored.

Continuation Coverage

The plan that covers a person as an active employee, member, subscriber, or retired employee, or as that person’s dependent, is primary. The plan that covers a person under a right of continuation provided by federal or state law is secondary. If a plan does not have this rule and as a result the plans do not agree on the order of benefit determination, this rule is ignored.

Length Of Coverage The plan that covered the person longer is primary.

Other If the above rules do not determine the primary plan, the allowable expenses will be shared equally between the plans that meet the definition of plan under this section. But, this plan will not pay more than it would have had it been the primary plan.

Effect On The Benefits Of This Plan

When This Plan Is Primary

When this plan is primary, its benefits are determined before those of any other plan and without considering any other plan’s benefits.

When This Plan Is Secondary

When this plan is secondary, it may reduce its benefits so that the total benefits paid or provided by all plans during a claim determination period are not more than 100% of total allowable expenses. When the benefits of this plan are reduced, each benefit is reduced in proportion. It is then charged against any applicable benefit limit of this plan. If the primary plan is an HMO and an HMO member has elected to have health care services provided by a non-HMO provider this plan will pay as if it is the primary plan.

Right To Receive And Release Needed Information

Certain facts about health care coverage and services are needed to apply these rules and to determine benefits payable under this plan and other plans. This plan may get the facts it needs from, or give them to, other organizations or persons to apply these rules and determine benefits payable under this plan and other plans which cover the person claiming benefits. This plan need not tell, or get the consent of, any person to do this. Each person claiming benefits under this plan must provide any facts it needs to apply these rules and determine benefits payable.

Facility Of Payment

A payment made under another plan may include an amount that should have been paid by this plan. If it does, this plan may pay that amount to the organization that made the payment. That amount will then be treated as though it were a benefit paid by this plan. This plan will not have to pay that amount again. As used here, the term “payment made” includes the reasonable cash value of any benefits provided in the form of services.

Right Of Recovery

If the amount of the payments made by this plan is more than it should have paid under this section, it may recover the excess: (a) from one or more of the persons it has paid or for whom it has paid; or (b) from any other person or organization that may be responsible for benefits or services provided for the covered person.

As used here, the term “amount of the payments made” includes the reasonable cash value of any benefits provided in the form of services.

HOW THIS PLAN INTERACTS WITH MEDICARE

This section shows how this plan’s group health benefits interact with the benefits payable under Medicare.

Definitions

As used here, these terms have the meanings shown below.

Group Health Benefits:

This term means this plan’s: major medical; out-of-network point-of-service; and prescription drug coverage.

Medicare; This term means Parts A and B of the health care program for the aged and disabled provided by Title XVIII of the Social Security Act of 1965, as amended from time to time.

Medicare Eligible: This term means a covered person who is eligible for Medicare due to: (a) age; (b) disability; or (c) end stage renal disease. A covered person is deemed to be a Medicare Eligible on the first day any coverage under Medicare could start for him or her.

Interaction With Medicare

Subject to the exception shown below, this plan coordinates its group health benefits with benefits payable by Medicare.

This is done whether or not the covered person is enrolled for Medicare for all covered persons who are Medicare Eligible and meet one or more of these conditions:

1. A former employee whose group health benefits under this plan are continued for any reason.

2. A former employee’s covered dependent or former covered dependent whose group health benefits under this plan are continued for any reason.

3. An active employee, former employee, active employee’s covered dependent, or former employee’s covered dependent, or former covered dependent, who: (a) is eligible for Medicare due to end stage renal disease; and (b) has been so eligible for 30 months in a row.

4. An active employee, who is eligible for Medicare due to disability, whose employer and each other employer that participates in the employer’s plan has less than 100 employees.

5. A covered dependent, who is eligible for Medicare due to disability, of an active employee whose employer and each other employer that participates in the employer’s plan has less than 100 employees.

6. An active employee, who is eligible for Medicare due to age, of an employer who has less than 20 employees.

7. A covered dependent, who is eligible for Medicare due to age, of an active employee of an employer who has less than 20 employees.

8. A member of a religious order, the members of which are required to take a vow of poverty, whose activities are considered employment only because the religious order has made an election of social security coverage as allowed under the United States Internal Revenue Code.

To do this, the amount of group health benefits payable for each such covered person will be reduced so that the total amount payable by Medicare and this plan will be no more than 100% of the charages incurred by him or her.

With respect to Medicare, this plan will assume:

(a) The amount payable under Part A for a person who is eligible for that part without premium payment, but who has not enrolled for it, to be the amount he or she would have received if he or she had enrolled for it.

(b) The amount payable under Part B for a person who is eligible for that Part, but who has not enrolled for it, to be the amount he or she would have received if he or she had enrolled for it.

(c) The amount payable under Part B for a person who has entered into a private contract with a provider to be the amount he or she would have received in the absence of such private contract.

In all cases, interaction of this plan’s benefits with Medicare will comply with federal statutes and regulations.

Exception: In the case of an employer who employs 20 or more employees, an active employee and his or her covered

dependent who is eligible for Medicare due to age may choose: (a) to be covered for the group health benefits provided by this plan; or (b) Medicare as his or her primary health plan. If such person chooses Medicare, no group health benefits will be payable for him or her under this plan. His or her group health benefits under this plan will end on the date he or she chooses Medicare. But, he or she may later choose to be covered again for the group health benefits under this plan. In that case, he or she will be treated as a late enrollee under this plan.

WORKER’S COMPENSATION

For Persons Not Covered By Worker’s Compensation

A covered person may not be eligible for, or may choose not to be covered by Worker’s Compensation. Such person may sustain an on-the-job or job-related injury. If this occurs, we provide benefits as described below:

(1) For all coverages under this plan, except those that provide benefits for loss of life or loss of income due to disability, we pay benefits for covered charges incurred by the covered person for care and treatment of such injury or condition to the same extent we’d pay benefits for covered charges due to any other sickness or injury. But what we pay is based on all the terms of this plan.

(2) For any coverages that provide benefits for loss of income due to disability, we pay benefits for disability due to such injury or condition the same way we’d pay benefits for any other disability. But what we pay is based on all the terms of this plan.

CERTIFICATE AMENDMENT

This rider amends this plan to include the following provision:

Right of Reimbursement

If a covered person recovers expenses for sickness or injury that occurred due to the negligence of a third party, we have the right to first reimbursement for all medical, dental, or loss of earnings benefits we paid from any and all damages collected from the negligent third party for those same expenses whether by action at law, settlement, or compromise, by the covered person, the covered person’s parents if the covered person is a minor, or the covered person’s legal representative, as a result of that sickness or injury. We are to be furnished any information or assistance, and be provided any documents that we may reasonably require, in order to exercise our rights under this provision. This provision applies whether or not the third party admits liability. As used here, “third party” means anyone, other than Guardian, the employer or the covered person. Except as stated in this rider, nothing contained in this rider changes or affects any other terms of this certificate.

GLOSSARY

This Glossary defines the italicized terms appearing in your booklet.

Active Appliance means an appliance like braces, used in orthodontic treatment to move teeth.

Ambulatory Surgical Center

means a facility which is mainly engaged in performing outpatient surgery. It must: (a) be staffed by doctors and nurses , under the supervision of a doctor ; (b) have permanent operating and recovery rooms; (c) be staffed and equipped to give emergency care; and (d) have written back-up arrangements with a local hospital for emergency care. We’ll recognize it if it carries out its stated purpose under all relevant state and local laws, and it is either: (a) accredited for its stated purpose by either the Joint Commission or the Accreditation Association for Ambulatory Care; or (b) approved for its stated purpose by Medicare. We don’t recognize a facility as an ambulatory surgical center if it is part of a hospital.

Appliance means any dental device other than a prosthetic device.

Benefit Year with respect to this plan’s dental expense insurance, means a 12 month period which starts on October 1st and ends on September 30th.

Benefit Year with respect to the Major Medical Expense portion of this plan, means each successive 12 month period which starts on January 1st and ends on December 31st.

Birthing Center means a facility which mainly provides care and treatment for people during uncomplicated pregnancy, routine full-term delivery, and the immediate post-partum period. It must: (a) provide full-time skilled nursing care by or under the supervision of nurses; (b) be staffed and equipped to give emergency care; and (c) have written back-up arrangements with a local hospital for emergency care. We’ll recognize it if: (a) it carries out its stated purpose under all relevant state and local laws; or (b) it is approved for its stated purpose by the Accreditation Association for Ambulatory Care; or (c) it is approved for its stated purpose by Medicare. We don’t recognize a facility as a birthing center if it’s part of a hospital.

Close Relative means: (a) a covered person’s spouse, children, parents, brothers and sisters; and (b) any other person who is part of a covered person’s household. We don’t pay for services and supplies furnished by close relatives.

Covered Charges are reasonable charges for the types of services and supplies described in the “Covered Charges” and “Charges Covered with Special Limitations” section of this plan’s Major Medical Expense Insurance provisions, and the “Covered Drugs” section of this plan’s Prescription Drug Expense Insurance provisions. The services and supplies must be: (a) furnished or ordered by a recognized health care provider; (b) medically necessary to diagnose or treat a sickness or injury; (c) accepted by a professional medical society in the United States as beneficial for the control or cure of the sickness or injury being treated; and (d) furnished within the framework of generally accepted methods of medical management currently used in the United States. By “reasonable” we mean the charge isn’t more than the usual local charge for that service or supply. When we decide what’s reasonable, we look at the covered person’s condition and how severe it is. And we also look at special circumstances. A covered charge is incurred on the date the service or supply is furnished. Subject to all of the terms of this plan, we pay benefits for covered charges incurred by a covered person while he’s insured by this plan. Read the entire plan to find out what we limit or exclude.

Covered Person with respect to this plan’s dental expense insurance, means an employee or any of his covered dependents.

Covered Dependent means an eligible dependent who is covered by the Major Medical Expense portion of this plan.

Covered Family means you and those of your eligible dependents who are covered by the Major Medical Expense portion of this plan.

Covered Person with respect to the Major Medical Expense portion of this plan, means you or a covered dependent.

Covered Person with respect to the Prescription Drug Expense portion of this plan, means you or a covered dependent.

Creditable Coverage means coverage of a person under: (a) a group health plan, including COBRA continuation coverage; (b) an individual health policy; (c) Medicare Part A or B; (d) Medicaid; (e) CHAMPUS; (f) Federal Employees Health Benefit Plan; (g) a medical care program of the Indian Health Service or of a tribal organization; (h) a state health benefits risk pool; (i) a public health plan; or (j) a Peace Corps Plan.

When determining if coverage is creditable coverage, we use the guidelines established by all applicable State and/or Federal laws and regulations. We, however, reserve the right to determine if coverage is included or excluded from the definition of creditable coverage.

Custodial Care means any service or supply, including room and board, which: (a) is furnished mainly to help a person meet his routine daily needs; and (b) can be furnished by someone who has no professional health care training or skills. Even if you or a covered dependent are in a hospital or other recognized facility, we don’t pay for care if it’s mainly custodial.

Dentist means any dental or medical practitioner we are required by law to recognize who: (a) is properly licensed or certified under the laws of the state where he practices; and (b) provides services which are within the scope of his or her license or certificate and covered by this plan.

Doctor means a medical or dental practitioner we are required by law to recognize who: (a) is properly licensed or certified to provide medical care under the laws of the state where he practices; and (b) provides medical services which are within the scope of his or her license or certificate and are covered by this plan.

Drug Abuse Centers, Alcohol Abuse Centers, Mental Health Centers mainly provide treatment for people with drug abuse, alcohol abuse or mental health problems. We’ll recognize such a place if it carries out its stated purpose under all relevant state and local laws, and it is either: (a) accredited for its stated purpose by the Joint Commission; or (b) approved for its stated purpose by Medicare.

Durable Medical Equipment

is equipment which: (a) can withstand repeated use; (b) is mainly and customarily used to serve a medical purpose; (c) is generally not useful to a covered person in the absence of a sickness or injury; and (d) is suitable for use in the home. Some examples are wheel chairs, hospital-type beds, and breathing equipment.

Eligibility Date for dependent coverage is the earliest date on which: (a) you have initial dependents; and (b) are eligible for dependent coverage.

Eligible Dependent is defined in the provision entitled “Dependent Coverage.”

Employee means a person who works for the employer at the employer’s place of business, and whose income is reported for tax purposes using a W-2 form.

Employer means GENERAL MILLS, INC.

Enrollment Date means: (a) for a newly hired employee, the date you are hired by the employer for full-time service; (b) for a late enrollee, the date you sign the enrollment form; or (c) for a special enrollee, the date of the event which triggers a special enrollment period.

Enrollment Period with respect to dependent coverage, means the 31 day period which starts on the date that you first become eligible for dependent coverage.

Experimental Treatment means treatment: (a) that has not been scientifically proven or fully developed; (b) cannot be supported in medical literature published by a professional medical society in the United States; (c) is not accepted by a professional medical society in the United States as beneficial for the control or cure of sickness or injury being treated; or (d) is not furnished within the framework of generally accepted methods of medical management currently being used in the United States.

Extended Care Center means a facility which mainly provides full-time inpatient skilled nursing care for sick or injured people who don’t need to be in a hospital. We’ll recognize it if it carries out its stated purpose under all relevant state and local laws, and it is either: (a) accredited for its stated purpose by the Joint Commission; or (b) approved for its stated purpose by Medicare. In some places, an “Extended Care Center” may be called a “Skilled Nursing Center.”

Full-time means the employee regularly works at least the number of hours in the normal work week set by the employer (but not less than 30 hours per week), at his employer’s place of business.

Home Health Agency means a provider which mainly provides home health care to sick or injured people under a home health care program designed to reduce or eliminate hospital stays. We will recognize it if: (a) it carries out its stated purpose under all relevant state and local laws; and (b) it is approved for its stated purpose by Medicare.

Hospice means a facility which mainly provides palliative and supportive care for terminally ill people under a hospice care program. We will recognize a hospice if it carries out its stated purpose under all relevant state and local laws, and it is either: (a) approved for its stated purpose by Medicare; or (b) accredited for its stated purpose by either the Joint Commission or the National Hospice Organization.

Hospital means a facility which mainly provides inpatient care and treatment for sick or injured people. It may also provide outpatient services. We’ll recognize it if it carries out its stated purpose under all relevant state and local laws, and it is either: (a) accredited as a hospital by the Joint Commission; or (b) approved as a hospital by Medicare.

Initial Dependents means those eligible dependents you have at the time you first become eligible for employee coverage. If at this time you do not have any eligible dependents, but you later acquire them, the first eligible dependents you acquire are your initial dependents.

Injury with respect to this plan’s dental expense insurance, means all damage to a covered person’s mouth due to an accident, and all complications rising from that damage. But the term injury does not include damage to teeth, appliances or prosthetic devices which results from chewing or biting food or other substances.

Injury means all damage to a covered person’s body due to an accident, and all complications arising from that damage.

Inpatient means a covered person who is physically confined as a registered bed patient in a hospital or other recognized health care facility.

Joint Commission means the Joint Commission on the Accreditation of Health Care Facilities.

Late Enrollee means an employee or dependent who fails to enroll in this plan: (a) within 30 days of your hire for full-time service with the employer; (b) within 30 days of the date he or she becomes an eligible dependent; or (c) during a special enrollment period, as defined below. However, if an eligibility waiting period under this plan applies to a covered person, the covered person will be considered a late enrollee if he or she fails to enroll within 30 days of the end of the waiting period.

Legend Drug means any drug or vitamin which must be labeled “Caution — Federal Law prohibits dispensing without a prescription.”

Mail Order Pharmacy is a licensed pharmaceutical warehouse which has an agreement in force with us to provide prescription drugs by mail to covered persons.

Medicaid means the health care program for the needy provided by Title XIX of the Social Security Act, as amended from time to time.

Medicare means Parts A and B of the health care program for the aged and disabled provided by the Title XVIII of the Social Security Act, as amended from time to time.

Mental and Nervous Condition means a sickness which manifests symptoms which are primarily mental or nervous, regardless of any underlying physical cause.

Newly Acquired Dependent means an eligible dependent you acquire after you already have coverage in force for initial dependents.

Non-Covered Expenses are expenses which do not meet our definition of “covered charges, ” or which exceed any of the benefit limits shown in this plan, or which are specifically identified as non-covered expenses or are otherwise not covered
by this plan.

Nurse is a registered nurse or licensed practical nurse, including a nursing specialist such as a nurse mid-wife or a nurse anesthetist, who: (a) is properly licensed or certified to provide medical care under the laws of the state where he or she practices; and (b) provides medical services which are within the scope of his or her license or certificate and are covered by this plan.

Orthodontic Treatment means the movement of one or more teeth by the use of active appliances. It includes: (a) diagnostic services; (b) the treatment plan; (c) the fitting, making and placement of an active appliance; and (d) all related office visits, including post-treatment stabilization.

Plan means the Guardian group plan purchased by your employer, except in the provision entitled “Coordination of Benefits” where “plan” has a special meaning. See that provision for details.

Prosthetic Device means a device which is used to replace missing or lost teeth or tooth structure. It includes all types of dentures, crowns, bridges, pontics and cast restorations.

Qualified Retiree means all former employees who are retired from the company and were covered by this plan on their last day of employment with the company.

Rehabilitation Center means a facility which mainly provides therapeutic and restorative services to sick or injured people. We’ll recognize it if it carries out its stated purpose under all relevant state and local laws, and it is either: (a) accredited for its stated purpose by either the Joint Commission or the Commission on Accreditation for Rehabilitation Facilities; or (b) approved for its stated purpose by Medicare. In some places a rehabilitation center is called a “rehabilitation hospital.”

Residential Treatment Facility means a facility which provides 24 hour treatment for people with drug abuse, alcohol abuse or mental health problems on an inpatient basis. It must provide at least the following: room and board; medical services; nursing and dietary services; patient diagnosis, assessment and treatment; individual, family and group counseling; and educational and support services. We’ll recognize a residential treatment facility if it’s accredited for its stated purpose by the Joint Commission, and carries out its stated purpose in compliance with all relevant state and local laws.

Routine Foot Care means the cutting, debridement, trimming, reduction, removal or other care of corns, calluses, flat feet, fallen arches, weak feet, chronic foot strain, dystrophic nails, excresences, helomas, hyperkeratosis, hypertrophic nails, non-infected ingrown nails, deratomas, keratosis, onychauxis, onychocryptosis, tylomas or symptomatic complaints of the feet.

Routine Nursing Care means the nursing care customarily furnished by a recognized facility for the benefit of its inpatients.

Sickness means any illness or disease suffered by a covered person. We consider all complications or recurrences, and all related conditions as one sickness.

Special Care Unit means a part of a hospital set up for very sick patients who must be observed constantly. The unit must have a specially trained staff. And it must have special equipment and supplies on hand at all times. Some types of special care units are: (a) intensive care units; (b) cardiac care units; (c) neonatal care units; and (d) burn units.

Special Enrollee means an employee or dependent who enrolls in this plan during a special enrollment period, as explained below.

Special Enrollment Period means a 30 day period which is available if: (a) the employee elects to enroll him or herself, or an eligible dependent, in this coverage after he or she previously waived coverage under this plan because he or she, or an eligible dependent, was covered under another group plan, and, upon notification by us of this requirement, he or she stated this in writing at the time of such waiver, and (b) his or her, or an eligible dependent’s, coverage under the other plan ends.

The special enrollment period begins on the date the eligible employee’s, or his or her eligible dependent’s, coverage ends due to one of the following events:

(a) the exhaustion of a COBRA continuation of coverage;

(b) the death of a spouse;

(c) the legal separation or divorce from a spouse;

(d) the end of employment or a reduction in work hours;

(e) the end of employer contributions toward the other plan, or the end of the other plan;

(f) the eligibility under another plan is lost due to cessation of dependent status;

(g) the individual no longer residing, living or working in an HMO or other arrangement service area and there is no other benefit option available under another plan;

(h) the individual reaches another plan’s lifetime limit on all benefits; or

(i) a plan no longer offers any benefits to the class of similarly situated individuals that includes the employee or his or her dependent.

And the employee must enroll in this coverage within 30 days of the date his or her, or his or her dependent’s, coverage under the other plan ends. Special enrollment period also means a 30 day period which begins on the later of:

(a) the date dependent coverage is made available under this plan; and

(b) the date an employee acquires an eligible dependent through marriage, birth, adoption or placement for adoption.

An employee, and his or her eligible spouse, who previously declined major medical coverage may enroll in this plan, at the same time he or she enrolls a new eligible dependent.

Spinal Manipulation includes manipulation or adjustment of the spine; hot or cold packs; electrical muscle stimulation; diathermy; skeletal adjustments; massage, adjunctive, ultra-sound, doppler, whirlpool or hydro therapy; or other treatment of a similar nature.

SUMMARY PLAN DESCRIPTION SUPPLEMENT TO CERTIFICATE

The previous sections of the handbook outline and describe the specific provisions of the General Mills, Inc. Senior Executive Benefit Plan available to eligible employees. In addition to this information, employees should also be aware of important administrative information about the benefits provided to you by the company. The Employee Retirement Income Security Act of 1974 (ERISA) requires companies to publish certain specific information about their employee benefit plans. The technical information for the General Mills, Inc. Senior Executive Benefit Plan is consolidated in this section of the handbook. The entire handbook is intended to be a Summary Plan Description and provides important information about your rights under ERISA.

Name of Plan:

The plan can be identified by its formal name, General Mills, Inc. Senior Executive Plan, and plan number 678.

IRS Employer Identification Number (EIN):

The EIN, assigned by the Internal Revenue Service for General Mills, Inc. is 41-0274440. The benefits described in this handbook are identified and file with the federal government using this EIN.

Employer’s Name: (Plan Sponsor)
General Mills, Inc.

Address: 704 West Washington Street
West Chicago, IL 60185

Mailing Address: PO Box 1113
Minneapolis, MN 55440

Phone Number: 763-764-7647

Plan Benefits Provided by:

The Guardian

Type of Plan:

Medical and Dental (welfare benefits)

Plan Year:

The Plan Year is 12 month period used for determining the Plan’s financial records. The Plan Year for the plan is June 1st through May 31st.

Plan Administrator: (if other than Plan Sponsor)
General Mills

Address: 704 West Washington Street
West Chicago, IL 60185

Mailing Address: PO Box 1113
Minneapolis, MN 55440

STATEMENT OF ERISA RIGHTS

As a participant, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all plan participants shall be entitled to:

Receive Information About Your Plan and Benefits

(a) Examine, without charge, at the plan administrator’s office and at other specified locations, such as worksites and union halls, all documents governing the plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the plan with the U. S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

(b) Obtain, upon written request to the plan administrator, copies of documents governing the operation of the plan, including insurance contracts, collective bargaining agreements and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The administrator may make a reasonable charge for the copies.

(c) Receive a summary of the plan’s annual financial report. The plan administrator is required by law to furnish each participant with a copy of this summary annual report.

Continue Group Health Plan Coverage

(a) Continue health care coverage for yourself, spouse or dependents if there is a loss of coverage under the plan as a result of a qualifying event. You or your dependents may have to pay for such coverage. You should review the summary plan description and the documents governing the plan on the rules governing your COBRA continuation coverage rights.

(b) Reduction of or elimination of exclusionary periods of coverage for preexisting conditions under your group health care plan, if you have creditable coverage from another plan. You should be provided a certificate of creditable coverage, free of charge, from the group health plan or health insurance issuer when you lose coverage under the plan, when you become entitled to elect COBRA continuation coverage, when COBRA continuation coverage ceases, if you request it before losing coverage, or if you request it up to 24 months after losing coverage. Without evidence of creditable coverage, you may be subject to a preexisting condition exclusion after your enrollment date in your coverage.

Prudent Actions By Plan Fiduciaries

In addition to creating rights for plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate the plan, called “fiduciaries” of the plan, have a duty to do so prudently and in the interest of plan participants and beneficiaries. No one, including your employer, your union, or any other person may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.

Enforcement Of Your Rights

If your claim for a welfare benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within

certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the plan and do not receive them within 30 days, you may file suit in a state or Federal court. In such a case, the court may require the plan administrator to provide the materials and pay you up to $110.00 a day until you receive the material, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a federal court. In addition, if you disagree with the plan’s decision or lack thereof concerning the qualified status of a medical child support order, you may file suit in Federal court. If it should happen that plan fiduciaries misuse the plan’s money or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds that your claim is frivolous.

Assistance with Questions

If you have questions about the plan, you should contact the plan administrator. If you have questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the plan administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor listed in your telephone directory or the Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

Qualified Medical Child Support Order

Federal law requires that group health plans provide medical care coverage of a dependent child pursuant to a qualified medical child support order (QMCSO). A “qualified medical child support order” is a judgment or decree issued by a state court that requires a group medical plan to provide coverage to the named dependent child(ren) of an employee pursuant to a state domestic relations order. For the order to be qualified it must include:

The name of the group health plan to which it applies.

The name and last known address of the employee and the child(ren).

A reasonable description of the type of coverage or benefits to be provided by the plan to the child(ren).

The time period to which the order applies. A dependent enrolled due to a QMCSO will not be considered a late enrollee in the plan.

Note: A QMCSO cannot require a group health plan to provide any type or form of benefit or option not otherwise available under the plan except to the extent necessary to meet medical child support laws described in Section 90 of the Social Security Act.

If you have questions about this statement, see the plan administrator.

Maternity Care Group health plans and health plan issuers generally may not, under Federal law, restrict benefits for any hospital length of stay in connection with childbirth for the mother or newborn child to less than 48 hours following a vaginal delivery, or less than 96 hours following a cesarean section.

However, Federal law generally does not prohibit the mother’s or newborn’s attending provider, after consulting with the mother, from discharging the mother or her newborn earlier than 48 hours (or 96 hours as applicable). In any case, plans and issuers may not, under Federal law, require that a provider obtain authorization from the plan or the insurance issuer for prescribing a length of stay not in excess of 48 hours (or 96 hours).

The Guardian’s Responsibilities

The medical expense benefits provided by this plan are guaranteed by a policy of insurance issued by The Guardian. The Guardian also supplies administrative services, such as claims services, including the payment of claims, preparation of employee certificates of insurance, and changes to such certificates.

The dental expense benefits provided by this plan are guaranteed by a policy of insurance issued by The Guardian. The Guardian also supplies administrative services, such as claims services, including the payment of claims, preparation of employee certificates of insurance, and changes to such certificates.

The prescription drug expense benefits provided by this plan are guaranteed by a policy of insurance issued by The Guardian. The Guardian also supplies administrative services, such as claims services, including the payment of claims, preparation of employee certificates of insurance, and changes to such certificates.

Group Health Benefits Claims Procedure

If you seek benefits under the plan you should complete, execute and submit a claim form. Claim forms and instructions for filing claims may be obtained from the Plan Administrator. Guardian is the Claims Fiduciary with discretionary authority to determine eligibility for benefits and to construe the terms of the plan with respect to claims. Guardian has the right to secure independent professional healthcare advice and to require such other evidence as needed to decide your claim. In addition to the basic claim procedure explained in your certificate, Guardian will also observe the procedures listed below. These procedures are the minimum requirements for benefit claims procedures of employee benefit plans covered by Title 1 of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Definitions “Adverse determination” means any denial, reduction or termination of a benefit or failure to provide or make payment (in whole or in part) for a benefit. A failure to cover an item or service: (a) due to the application of any utilization review; or (b) because the item or service is determined to be experimental or investigational, or not medically necessary or appropriate, is also considered an adverse determination.

“Group Health Benefits” means any dental, out-of-network point-of-service medical, major medical, vision care or prescription drug coverages which are a part of this plan.

“Pre-service claim” means a claim for a medical care benefit with respect to which the plan conditions receipt of the benefit, in whole or in part, on approval of the benefit in advance of receipt of care.

“Post-service claim” means a claim for payment for medical care that already has been provided.

“Urgent care claim” means a claim for medical care or treatment where making a non-urgent care decision: (a) could seriously jeopardize the life or health of the claimant or the ability of the claimant to regain maximum function, as determined by an individual acting on behalf of the plan applying the judgment of a prudent layperson who possesses an average knowledge of health and medicine; or (b) in the opinion of a physician with knowledge of the claimant’s medical condition, would subject the claimant to severe pain that cannot be adequately managed without the care.

Note: Any claim that a physician with knowledge of the claimant’s medical condition determines is a claim involving urgent care will be treated as an urgent care claim for purposes of this section.

Timing For Initial Benefit Determination

The benefit determination period begins when a claim is received. Guardian will make a benefit determination and notify a claimant within a reasonable period of time, but not later than the maximum time period shown below. A written or electronic notification of any adverse benefit determination must be provided.

Urgent Care Claims. Guardian will make a benefit determination within 72 hours after receipt of an urgent care claim.

If a claimant fails to provide all information needed to make a benefit determination, Guardian will notify the claimant of the specific information that is needed as soon as possible but no later than 24 hours after receipt of the claim. The claimant will be given not less than 48 hours to provide the specified information. Guardian will notify the claimant of the benefit determination as soon as possible but not later than the earlier of: the date the requested information is received; or
the end of the period given to the claimant to provide the specified additional information. The required notice may be provided to the claimant orally within the required time frame provided that a written or electronic notification is furnished to the claimant not later than 3 days after the oral notification.

Pre-Service Claims. Guardian will provide a benefit determination not later than 15 days after receipt of a pre-service claim. If a claimant fails to provide all information needed to make a benefit determination, Guardian will notify the claimant of the specific information that is needed as soon as possible but no later than 5 days after receipt of the claim. A notification of a failure to follow proper procedures for pre-service claims may be oral, unless a written notification is requested by the claimant.

The time period for providing a benefit determination may be extended by up to 15 days if Guardian determines that an extension is necessary due to matters beyond the control of the plan, and so notifies the claimant before the end of the initial 15-day period.

If Guardian extends the time period for making a benefit determination due to a claimant’s failure to submit information necessary to decide the claim, the claimant will be given at least 45 days to provide the requested information. The extension period will begin on the date on which the claimant responds to the request for additional information.

Post-Service Claims. Guardian will provide a benefit determination not later than 30 days after receipt of a post-service claim. If a claimant fails to provide all information needed to make a benefit determination, Guardian will notify the claimant of the specific information that is needed as soon as possible but no later than 30 days after receipt of the claim.

The time period for completing a benefit determination may be extended by up to 15 days if Guardian determines that an

extension is necessary due to matters beyond the control of the plan, and so notifies the claimant before the end of the initial 30-day period.

If Guardian extends the time period for making a benefit determination due to a claimant’s failure to submit information necessary to decide the claim, the claimant will be given at least 45 days to provide the requested information. The extension period will begin on the date on which the claimant responds to the request for additional information.

Concurrent Care Decisions. A reduction or termination of an approved ongoing course of treatment (other than by plan amendment or termination) will be regarded as an adverse benefit determination. This is true whether the treatment is to be provided(a) over a period of time; (b) for a certain number of treatments; or (c) without a finite end date. Guardian will notify a claimant at a time sufficiently in advance of the reduction or termination to allow the claimant to appeal.

In the case of a request by a claimant to extend an ongoing course of treatment involving urgent care, Guardian will make a benefit determination as soon as possible but no later than 24 hours after receipt of the claim.

Adverse Benefit Determination

If a claim is denied, Guardian will provide a notice that will set forth:

the specific reason(s) for the adverse determination; reference to the specific plan provision(s) on which the determination is based;

a description of any additional material or information necessary to make the claim valid and an explanation of why such material or information is needed;

a description of the plan’s claim review procedures and the time limits applicable to such procedures, including a statement indicating that the claimant has the right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination;

identification and description of any specific internal rule, guideline or protocol that was relied upon in making an adverse benefit determination, or a statement that a copy of such information will be provided to the claimant free of charge upon request;

in the case of an adverse benefit determination based on medical necessity or experimental treatment, notice will either include an explanation of the scientific or clinical basis for the determination, or a statement that such explanation will be provided free of charge upon request; and

in the case of an urgent care adverse determination, a description of the expedited review process.

Appeal of Adverse Benefit Determinations

If a claim is wholly or partially denied, the claimant will have up to 180 days to make an appeal.

A request for an appeal of an adverse benefit determination involving an urgent care claim may be submitted orally or in writing. Necessary information and communication regarding an urgent care claim may be sent to Guardian by telephone, facsimile or similar expeditious manner. Guardian will conduct a full and fair review of an appeal which includes providing to claimants the following:

the opportunity to submit written comments, documents, records and other information relating to the claim;

the opportunity, upon request and free of charge, for reasonable access to, and copies of, all documents, records and other information relating to the claim; and

a review that takes into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

In reviewing an appeal, Guardian will:

provide for a review conducted by a named fiduciary who is neither the person who made the initial adverse determination nor that person’s subordinate;

in deciding an appeal based upon a medical judgment, consult with a health care professional who has appropriate training and experience in the field of medicine involved in the medical judgment;

identify medical or vocational experts whose advice was obtained in connection with an adverse benefit determination; and ensure that a health care professional engaged for consultation regarding an appeal based upon a medical judgment shall be neither the person who was consulted in connection with the adverse benefit determination, nor that person’s subordinate.

Guardian will notify the claimant of its decision regarding review of an appeal as follows:

Urgent Care Claims. Guardian will notify the claimant of its decision as soon as possible but not later than 72 hours after receipt of the request for review of the adverse determination.

Pre-Service Claims. Guardian will notify the claimant of its decision not later than 30 days after receipt of the request for review of the adverse determination.

Post-Service Claims. Guardian will notify the claimant of its decision not later than 60 days after receipt of the request for review of the adverse determination.

Alternative Dispute Options

The claimant and the plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact the local U.S Department of Labor Office and the State insurance regulatory agency.

Termination of This Group Plan

Your employer may terminate this group plan at any time by giving us 31 days advance written notice. This plan will also end if your employer fails to pay a premium due by the end of this grace period. We may have the option to terminate this plan if the number of people insured falls below a certain level. When this plan ends, you may be eligible to continue or convert your insurance coverage. Your rights upon termination of the plan are explained in this booklet.

EX-10.17

Exhibit 10.17

[***] — Indicates confidential information. Confidential treatment requested.
Portion omitted filed separately with the Securities and Exchange Commission.

TENTH AMENDMENT TO THE

YOPLAIT MANUFACTURING AND DISTRIBUTION LICENSE AGREEMENT

Between the undersigned:

SODIMA (hereinafter referred to as « SODIMA »), a private limited company incorporated under the laws of France (Société par Actions Simplifiée) with a capital of 74.147.940 euros, registered with the Trade and Companies Register in Paris under n° B 440 769 032, with its registered offices at 170 bis Boulevard du Montparnasse, 75014 Paris France, and its administrative offices at 150 rue Gallieni, 92640 Boulogne-Billancourt France, represented by Mr. Lucien Fa, its chairman, duly authorized for the purpose of this Amendment,

On the one hand, and

General Mills, Inc. a US Corporation, incorporated in Delaware with its head office located at Number One General Mills Boulevard, Minneapolis, Minnesota 55426, United States of America (hereinafter referred to as « GMI »), on behalf of itself and all of its more than fifty percent (50%) owned or controlled (directly or indirectly) domestic subsidiaries (hereinafter referred to as « LICENSEE »), represented by Mr. Robert Waldron, duly authorized for the purpose of this Amendment,

On the other hand,

WHEREAS, « Société de Développements et d’Innovations des Marchés Agricoles et Alimentaires-Sodima-Union de Coopératives Agricoles » and GMI executed on September 9, 1977 a YOPLAIT MANUFACTURING AND DISTRIBUTION LICENSE AGREEMENT (hereinafter referred to as the « Agreement »),

WHEREAS, the rights of « Société de Développements et d’Innovations des Marchés Agricoles et Alimentaires-Sodima-Union de Coopératives Agricoles » in the Agreement have been transferred to SODIMA International SA and then to SODIMA,

WHEREAS, the parties wish to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the promises herein contained, it is agreed as follows :

1. The definition of « FDP Field» is hereby amended to include the following (hereinafter collectively referred to as the « Additional Products »):

     [***]

For the sake of clarity, Additional Products includes, to the extent they meet the criteria of Subparagraph 1(a), the [***].

2. With respect to Additional Products that fall within Subparagraph 1(a) and Subparagraph 1(b) above:

(a) the royalty reductions set forth in Sections 4.2 and 4.3 of the Eighth Amendment to the Agreement (relating to New Product Launch and New Technology) shall not apply to the sales of such products, and

(b) SODIMA shall have no rights to use any technology (including New Technology or Improvements) owned solely by LICENSEE for the manufacture and sale of such products in or outside the Territory; provided, however, that should SODIMA have an interest in obtaining rights to use any such technology it shall so notify LICENSEE and the parties agree to negotiate in good faith for a period of ninety (90) days, but neither party shall be obligated to accept any proposal made by the other.

3. This Tenth Amendment shall be effective upon execution by the parties.

4. All other provisions of the Agreement will remain in full force and effect.

IN WITNESS WHEROF, the parties have caused this Tenth Amendment to be executed in duplicate by their duly authorized representatives.

GENERAL MILLS, INC.		SODIMA
By	/s/ Robert F. Waldron	By	/s/ [Illegible]
	Date 12 January 2009		Date 12 January 2009

EX-12.1

Exhibit 12.1

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Nine-Month
	Period Ended						Fiscal Year Ended
	Feb. 22,			Feb. 24,			May 25,			May 27,		May 28,		May 29,		May 30,
In Millions, Except Ratios	2009			2008			2008			2007		2006		2005		2004
Earnings before income taxes and after-tax earnings from joint ventures	$	1,403.9		$	1,560.8		$	1,806.1		$	1,631.3	$	1,559.4	$	1,807.6	$	1,502.3
Distributed income of equity investees		29.9			50.1			108.7			45.2		77.4		83.0		60.0
Plus: Fixed charges (1)		328.7			383.4			494.6			496.8		462.8		524.1		569.0
Plus: Amortization of capitalized interest, net of interest capitalized		(1.4	)		(1.3	)		(2.0	)		—		1.7		0.9		(4.6	)
Earnings available to cover fixed charges	$	1,761.1		$	1,993.0		$	2,407.4		$	2,173.3	$	2,101.3	$	2,415.6	$	2,126.7
Ratio of earnings to fixed charges		5.36			5.20			4.87			4.37		4.54		4.61		3.74
(1) Fixed charges:
Interest and minority interest expense	$	308.6		$	354.5		$	454.0		$	460.4	$	427.5	$	488.3	$	537.0
Rentals (1/3)		20.1			28.9			40.6			36.4		35.3		35.8		32.0
Total fixed charges	$	328.7		$	383.4		$	494.6		$	496.8	$	462.8	$	524.1	$	569.0

For purposes of computing the ratio of earnings to fixed charges, earnings represent earnings before income taxes and after-tax earnings of joint ventures, distributed income of equity investees, fixed charges, and amortization of capitalized interest, net of interest capitalized. Fixed charges represent gross interest expense (excluding interest on taxes) and subsidiary preferred distributions to minority interest holders, plus one-third (the proportion deemed representative of the interest factor) of rent expense.

EX-31.1

Exhibit 31.1

I, Kendall J. Powell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of General Mills, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 18, 2009

/s/ Kendall J. Powell

Kendall J. Powell
Chairman of the Board and
Chief Executive Officer

EX-31.2

Exhibit 31.2

I, Donal L. Mulligan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of General Mills, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 18, 2009

/s/ Donal L. Mulligan Donal L. Mulligan
Executive Vice President and
Chief Financial Officer

EX-32.1

Exhibit 32.1

I, Kendall J. Powell, Chairman of the Board and Chief Executive Officer of General Mills, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended February 22, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 18, 2009

/s/ Kendall J. Powell Kendall J. Powell
Chairman of the Board and
Chief Executive Officer

EX-32.2

Exhibit 32.2

I, Donal L. Mulligan, Executive Vice President and Chief Financial Officer of General Mills, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended February 22, 2009 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 18, 2009

/s/ Donal L. Mulligan Donal L. Mulligan
Executive Vice President and
Chief Financial Officer