EXHIBIT 10.2

ADDENDUM NO 3 TO THE
PROTOCOL OF CEREAL PARTNERS WORLDWIDE

ASEAN AGREEMENT

The following sets forth the understanding of General Mills, Inc. ("GMI") and Nestle S.A. ("Nestle") with respect to the entry of Cereal Partners Worldwide ("CPW") into the breakfast cereal market in the ASEAN countries in accordance with the document headed "CPW activities in Asia - ASEAN Project". It is effective as of March 15, 1993:

1) In view of the requirements of the overall Asean Industrial Joint Venture Agreements to which Nestle is a party and which govern a significant part of its food activities in that region, the issued and paid-up capital of Nestle Asean Philippines Inc. ("NAJPHIL"), the company established in the Philippines for the manufacture and sale of breakfast cereals, is currently held in the ratio of 40% by several Asean-based investors ("Investors") and of 60% by Nestle. Nestle acknowledges that it holds half of its 60% interest in trust for GMI, and that GMI is therefore currently the beneficial owner of a 30% interest in NAJPHIL. Nestle further acknowledges that GMI has to that effect transferred the US$ equivalent of Ph. P. 36 million to Nestle for its portion of the initial capital of NAJPHIL.

Nestle and GMI agree that the basic principle regarding the equity in NAJPHIL is that Nestle's formal holding in the company, whatever it may be, will at all times be held as to 50% on trust for GMI.

It follows that in the event of Nestle being forced (by law or contractual obligations which have been acknowledged and approved by the Supervisory Board of CPW) to reduce the ratio of its holding in NAJPHIL, or if the issued and paid-up capital of NAJPHIL needs to be increased above its present level, or if the ratio of Nestle's holding in NAJPHIL increases at any time above 60%, GMI undertakes to surrender such of its shares in NAJPHIL, or to make such further contributions to Nestle, as the case may be, as will enable GMI to maintain a beneficial interest in 50% of Nestle's then shareholding in NAJPHIL.

2) In regard to the overall Nestle ASEAN breakfast cereal activities, involving NAJPHIL as well as the Nestle breakfast cereal selling operations in the Philippines, Malaysia, Singapore and Thailand, Nestle acknowledges and agrees that GMI shall (to the extent that the relevant company pays taxes) be entitled to (responsible for) 50% of the total profits (losses) attributable to such activities in the respective Nestle companies, provided that such entitlement shall be on a net effective after-tax basis and shall take into account all minority shareholders and correlative commitments therewith, if any. In the event that any of the respective Nestle companies does not receive a current tax benefit for losses realized from its breakfast cereal operations, the distribution of profits by Nestle to GMI or the contribution for losses by GMI to Nestle for the year in which any such loss is utilized for tax purposes on a carryforward or carryback basis, shall be adjusted to reflect the tax benefit from such loss received by any of the respective Nestle companies.

To that effect GMI shall, within 30 days of receipt of a summary of the annual Profit and Loss statements for all companies concerned in the Asean breakfast cereal activities, pay to Nestle its 50% share of any aggregate fiscal year loss incurred in the immediately preceding fiscal year. Conversely, but to the extent that the same can actually be transferred to Switzerland, Nestle shall within the same period remit to GMI 50% of any aggregate fiscal year profits. If some or all of such profits can not be transferred to Switzerland due to reasons beyond the reasonable control of Nestle, they shall be accounted for the credit of General Mills and bear interest at the prime borrowing rate in the respective countries, after deduction of taxes and minority interests; such interest shall accrue once a year. Such profits, or any eligible portion thereof, which are withheld from transfer to Switzerland, will be remitted to Switzerland as soon as legally possible.

3) Nestle undertakes regularly to provide GMI with all financial and other data regarding NAJPHIL, as well as an Auditor's certificate covering the year-end Profit & Loss situation relating to the breakfast cereal activities in each of the companies concerned, together with such supporting documentation as GMI may reasonably require for its US tax return or other mandatory purpose, including in particular an annual tax accounting report. Such additional supporting documentation shall be for GMI's account.

4) The CPW-ASEAN understanding shall also include the terms of a technology license agreement from Societe des Produits Nestle S.A. ("SPN") to NAJPHIL and a letter agreement between SPN and CPW S.A. ("CPW") regarding the payment of royalties to CPW.

This understanding shall be deemed Supplementary to the Protocol of Cereal Partners Worldwide, as amended.

NESTLE S.A

By:     /s/ M. Garrett
   ------------------------------------

GENERAL MILLS, INC.

By:     /s/ M. H. Willes
   ------------------------------------

EXHIBIT 10.3

GENERAL MILLS, INC.

1998 EMPLOYEE STOCK PLAN

As Amended Through July 1, 2000

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.

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 shares of Common Stock at an "Exercise Price" established by the Committee. The Exercise Price for each share of Common Stock issuable under a Stock Option shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant. "Fair Market Value" shall equal the mean of the high and low price of the Common Stock on the New York Stock Exchange on the date of grant. 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. 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 22,000,000.

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. The Committee may determine that a corporate transaction has occurred affecting the Common Stock such that an adjustment or adjustments to outstanding Awards is required to preserve (or prevent enlargement of) the benefits or potential benefits intended at the time of grant. For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction. In the event of such a corporate transaction, the Committee may, in such manner as the Committee deems equitable, adjust (i) the number and kind of shares which may be awarded under the Plan;
(ii) the number and kind of shares subject to outstanding Awards; and (iii) the exercise price of outstanding Stock Options.

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 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. The Committee may permit or require Participants to defer receipt of any Common Stock issuable upon exercise of a Stock Option, subject to such rules and procedures as it may establish, which may include provisions for the payment or crediting of interest,

or dividend equivalents, including converting such credits into deferred Common Stock equivalents.

8. 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.

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 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.

In the event of a Change of Control, a Participant shall 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.

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 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 Participant's outstanding Stock Options shall continue to become 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. Shares of Restricted Stock and Restricted Stock Units not subject to share deposit requirements shall fully vest as of the date of termination. 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, 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 vest as of the date of termination.

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. With respect to outstanding Stock Options which, as of the date of death, are not yet exercisable, any such Stock Option 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 12(b) 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 shall vest in a proportionate number of 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 all shares of Restricted Stock or Restricted Stock Units effective as of the date of retirement (unless any such Award specifically provides otherwise).

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.

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 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

Effective September 28, 1998
As Amended December 13, 1999
As Amended July 1, 2000

EXHIBIT 10.6

SUPPLEMENTAL RETIREMENT PLAN

OF GENERAL MILLS, INC.

Working Copy

As Amended Effective January, 1991,
November, 1991, December, 1992,
May, 1994, and June, 1996

SUPPLEMENTAL RETIREMENT PLAN

OF GENERAL MILLS, INC.

Effective as of January 1, 1991, General Mills, Inc. hereby amends and restates the Supplemental Retirement Plan of General Mills, Inc. for the exclusive benefit of its employees, pursuant to authorization of the Board of Directors of General Mills, Inc. Additional amendments have been made since the date of the last restatement.

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 "Supplemental Plan" or the "Plan."

Section 1.2 Effective Date. The effective date of the Plan is January 1, 1976. This Plan, except as may otherwise be specifically provided herein, shall not apply to Participants who separated from active service prior to January 1, 1991.

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 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.

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 Minor Amendment Committee shall mean the Minor Amendment Committee appointed by the Compensation Committee.

Section 2.10 "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 2.11 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 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 Supplemental Plan until all amounts payable on his or her behalf from this Plan have been paid.

Section 2.12 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.

In the event a Participant has accrued benefits under more than one Base Plan, the provisions of the Base Plan from which the Participant retires as an Active Participant shall be used to determine the total benefits payable without regard to 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.

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 Supplemental 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.

In the event a Participant had accrued benefits under more than one Base Plan, the provisions of the Base Plan under which the Participant was accruing benefits as an Active Participant shall be used to determine the total benefits payable without regard to 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.

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.

In the event a Participant has participated in more than one Base Plan, the provisions of the Base Plan under which the Participant was accruing benefits as an Active Participant at the time of such separation from service shall be used to determined the total amount of benefit payable without regard to 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.

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 Supplemental 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 Supplemental 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 Supplemental 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 Supplemental 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.

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.

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.

Section 3.6 Effect of Termination of the Retirement Income Plan of General Mills, Inc. In the event of the termination of the Retirement Income Plan of General Mills, Inc. (RIP) within five years after a Change in Control each Participant of the RIP whose benefits would then exceed the Maximum Benefit as a result of the changes required under Section 12.4 of the RIP shall be entitled to receive such excess benefits under the Supplemental Plan.

Section 3.7 Form of Payment. Any benefit amount payable under the Supplemental 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 Supplemental Plan to an unmarried Participant shall be paid in the form of a single life annuity. Notwithstanding the above, a married Participant may request, subject to the approval of the Minor Amendment Committee, 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 otherwise begin. Any request for an alternate form of benefit that is granted may be made at any time before benefits would otherwise begin. 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.

For the purpose of calculating any lump sum payment, 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. The payment of benefits determined under the provisions of the Supplemental Plan 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 Supplemental 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 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 Supplemental 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 Changes 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 Supplemental 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 Supplemental 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 Supplemental 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

Supplemental 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 Supplemental Plan, partial prepayment of benefits due under this Supplemental Plan 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 if 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 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 if 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 Plans as of the stated dates, a monthly benefit payable under this Supplemental Plan is 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 Supplemental 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 Supplemental 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 Plans is paid under the normal form of payment provided in such Base Plans. The resulting benefit payable under the provisions of this Supplemental 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 Supplemental 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.

(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 Supplemental 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 Supplemental 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 Supplemental 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 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.

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 accrued 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.

ARTICLE IV

PLAN ADMINISTRATION

Section 4.1 Compensation Committee. The Supplemental Plan shall be administered by the Compensation Committee, and the Compensation Committee shall have full authority to interpret the Supplemental Plan. Such interpretations of the Compensation Committee shall be final and binding on all parties, including the Participants, their beneficiaries, surviving spouses and the Company.

Section 4.2 Delegated Duties. The Compensation Committee shall have the authority to delegate the duties and responsibilities of administering the Supplemental 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.

Section 4.3 Amendment and Termination. The Board, or if specifically delegated, its delegate, may amend, modify or terminate the Supplemental Plan at any time, provided, however, that no such amendment, modification or termination shall adversely affect any accrued benefit under the Supplemental 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 Supplemental 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. Each year the Compensation Committee shall notify, in writing, those individuals who have any accrued benefits under the Supplemental Plan.

Section 4.4 Payments. The Company will pay all benefits arising under this Supplemental Plan and all costs, charges and expenses relating thereto. The benefits payable under this Supplemental Plan to each Participant shall not be greater that 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 Arbitration.

(a) Any controversy or claim arising out of or relating to this Plan, or any alleged breach of the terms or conditions contained herein, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA") as such rules may be modified herein.

(b) An award rendered in connection with an arbitration pursuant to this Section shall be final and binding and, judgment upon such an award may be entered and enforced in any court of competent jurisdiction.

(c) The forum for arbitration under this Plan shall be Minneapolis, Minnesota and the governing law for such arbitration shall be laws of the State of Minnesota.

(d) Arbitration under this Section shall be conducted by a single arbitrator selected jointly by the Company and the Participant (the "Complainant"). If within thirty (30) days after a demand for arbitration is made, the Company and the Complainant are unable to agree on a single arbitrator, three arbitrators shall be appointed. Each party shall select one arbitrator and those two arbitrators shall then select a third neutral arbitrator which thirty (30) days after their appointment. In connection with the selection of the third arbitrator, consideration shall be given to familiarity with executive compensation plans and experience in dispute resolution between parties, as a judge or otherwise. If the arbitrators selected by the parties cannot agree on the third arbitrator, they shall discuss the qualifications of such third arbitrator with the AAA prior to selection of such arbitrator, which selection shall be in accordance with the Commercial Arbitration Rules of the AAA.

(e) If an arbitrator cannot continue to serve, a successor to an arbitrator selected by a party shall be also selected by the same party, and a successor to a neutral arbitrator shall be selected as specified in subsection (d) of this Section. A full rehearing will be held only if the neutral arbitrator is unable to continue to serve or if the remaining arbitrators unanimously agree that such a rehearing is appropriate.

(f) The arbitrator or arbitrators shall be guided, but not bound, by the Federal Rules of Evidence and by the procedural rules, including discovery provisions, of the Federal Rules of Civil Procedure. Any discovery shall be limited to information directly relevant to the controversy or claim in arbitration.

(g) The parties shall each be responsible for their own costs and expenses, except for the fees and expenses of the arbitrators, which shall be shared equally by the Company and the Complainant.

Section 4.6 Non-Assignability of Benefits. Neither any benefit payable hereunder nor the right to receive any future benefit payable under the Supplemental 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 Supplemental 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 Supplemental 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 Norwest 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 Supplemental 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 Supplemental Plan. Any Participant of the Supplemental 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 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 Supplemental Plan, are unsecured contractual claims of the Participant against the Company.

EXHIBIT 10.9

SUPPLEMENTAL SAVINGS PLAN

OF GENERAL MILLS, INC.

Working Copy

Restated as of January 1, 1989

With Certain Provisions Effective as of January, 1992 Further Amended as of November, 1991, December, 1992, August, 1993, and June, 1996

SUPPLEMENTAL SAVINGS PLAN
OF GENERAL MILLS, INC.

The Supplemental Savings Plan of General Mills, Inc., a non-qualified deferred compensation plan for the exclusive benefit of its employees, is hereby amended and restated as of January 1, 1989, with certain provisions effective as of January 1, 1992, pursuant to authorization of the Board of Directors of General Mills, Inc.

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 effective date of the Plan is July 25, 1983.

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) 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 Voluntary Investment Plan of General Mills, Inc. (VIP), the Profit Sharing & Savings Plan for General Mills Restaurants, Inc. (PSSP), the General Mills, Inc. Employee Stock Ownership Plan (ESOP), the Retirement Savings Plan of General Mills, Inc. (RSP), and such other defined contribution plans as have been declared by the Board to be covered by this Plan.

Section 2.3 Beneficiary shall mean the beneficiary or beneficiaries designated by the Participant in writing to receive the balance, if any, remaining in the Participant's Account upon the Participant's death.

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 Limitation Year shall mean the calendar year.

Section 2.11 Minor Amendment Committee shall mean the Minor Amendment Committee appointed by the Compensation Committee of the Board.

Section 2.12 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 2.13 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 2.12 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 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), he or she cannot make any further Participant contributions to the 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 Supplemental Savings Plan 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 the 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 the last day of the month coincident with or next following the date the additional Company Contributions would have been made to the Base Plan if the restrictions described in Section 3.1 did not apply.

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 Section 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 401(a)(17), 401(k), 401(m) 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 a Supplemental Savings Plan Account. Amounts credited to a Participant's Supplemental Savings Plan Account shall be treated as if invested in the Fixed Income Fund of the VIP, unless the Participant has specifically requested, in writing, that the contribution be attributed to a different fund, or combination of funds otherwise available from time to time under the VIP. Effective as of January 1, 1992, the fund elections available for Accounts under this Plan shall be the Fixed Income Fund, the Equity Fund, the International Fund and the U. S. Treasury Fund of the VIP. Participants who had previously elected to have a portion of their Account under this Plan credited as if in the Company Stock Fund shall be given an opportunity to make a written election to have such amounts credited as if in any combination of the Fixed Fund, Equity Fund, U. S. Treasury Fund or International Fund for periods beginning January 1, 1992. In the absence of a written election from a Participant with amounts credited under the Company Stock Fund as of December 31, 1991, such amounts shall be credited under this Plan as if the Participant elected to have such amounts credited in the Fixed Income Fund for periods beginning on and after January 1, 1992. Transfers of amounts already credited to a Participant's Supplemental Savings Plan Account shall be permitted as of the first day of any month, provided a written request is received by the Minor Amendment Committee, or its delegate, on or before the last business day of the preceding month.

Section 3.5 Distribution of Amounts Credited to a Supplemental Savings Plan Account. Amounts credited to a Participant's Supplemental Savings Plan Account shall be available for distribution only at such times as set forth in this Section.

(a) Hardship Withdrawals. If an active Participant withdraws 100% of the account balance available for withdrawal under all Base Plans in which he or she participates, such Participant may request a hardship withdrawal under this Plan, by filing such a request in writing with the Minor Amendment Committee. The Minor Amendment Committee, in its sole discretion, may approve such a request if it finds that the Participant has incurred 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. If such a request is approved, the Participant shall receive amounts reasonably necessary to alleviate the financial hardship from the value of such Participant's Supplemental Savings Plan Account, effective as of the first day of the month following the approval of such hardship withdrawal by the Minor Amendment Committee.

(b) Death. In the event of the death of a Participant prior to the date a full distribution has been made from the Participant's Supplemental Savings Plan Account, the Company shall make distribution of the balance in such Account to the Participant's Beneficiary, effective as of the January 1 coincident with or next following the date of the Participant's death.

(c) Termination and Retirement. Unless an effective "Participant Election," described below, has been filed with the Minor Amendment Committee, the Company shall make distribution of the amount credited to a Participant's Supplemental Savings Plan Account to the Participant, in a single sum, as soon as practical after the January 1 coincident with or next following the Participant's last day of employment

with the Company. A Participant may elect a later distribution date and/or distribution in installments by filing a Participant Election with the Minor Amendment Committee, specifying the date and form of distribution of his or her Supplemental Savings Plan Account. Such election shall be effective provided all of the following requirements are met:

(1) the Participant Election is filed with the Minor Amendment Committee at least one year prior to the date the distribution would otherwise be made;

(2) unless the date of the initial distribution from this Plan pursuant to the Participant Election is during the same calendar year as the date of distribution would otherwise have been made in the absence of such Participant election, the date of the initial distribution from this Plan pursuant to the Participant Election is at least one year after the date the distribution would otherwise have been made in the absence of such Participant Election; and

(3) the form of distribution is specified as either a single sum payment, or annual installment payments, for a specified period of time, not to exceed ten years.

A retired or terminated Participant (or Beneficiary of a deceased Participant) may, at any time prior or subsequent to the commencement of payments under this Plan, elect in writing to have his or her form of payment of all amounts due under this Plan changed to an immediate single 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 single sum distribution shall be reduced by an amount equal to the product of (X) 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 lump-sum amount is paid, adjusted by a pro-rata portion of the rate of return for the month in which the lump-sum is paid, determined by multiplying the actual rate of return for such month by a fraction, the numerator of which is the number of days in the month 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 single sum distribution is received by the Company.

Notwithstanding any other provisions of this 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 revenue ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his delegate, or a decision by a court of competent jurisdiction involving a 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. All distributions under this Plan shall be in cash paid by check.

Section 3.6 No Forfeitures of Amounts in a Supplemental Savings Plan Account. All credited amounts in the Plan shall be fully vested. The Participant shall not forfeit any amount credited to his or her Supplemental Savings Plan 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. Notwithstanding the foregoing, in the event a Participant has received an overpayment from the Supplemental Retirement Plan of General Mills, Inc. and had 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 Accounts.

Section 3.8 Supplemental Benefits Trust. The Company has established a Supplemental Benefits Trust with Norwest 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 2.5 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 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 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

PLAN ADMINISTRATION

Section 4.1 Administration. The Plan shall be administered by the Minor Amendment Committee. The Minor Amendment Committee shall have the authority to interpret the Plan and any such interpretation shall be final and binding on all parties. The Minor Amendment Committee shall have the authority to delegate the duties and responsibilities of maintaining records, issuing such regulations as it deems appropriate, and making distributions hereunder. 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 a Supplemental Savings Plan Account before the time of such amendment or termination unless the Participant becomes entitled to a benefit equal in value to such amount under another plan or practice adopted by the Company, 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. 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 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 applicable to the Base Plan covering the Participant.

Section 4.3 Arbitration.

(a) Any controversy or claim arising out of or relating to this Plan, or any alleged breach of the terms or conditions contained herein, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA") as such rules may be modified herein.

(b) An award rendered in connection with an arbitration pursuant to this Section shall be final and binding and, judgment upon such an award may be entered and enforced in any court of competent jurisdiction.

(c) The forum for arbitration under this Plan shall be Minneapolis, Minnesota and the governing law for such arbitration shall be laws of the State of Minnesota.

(d) Arbitration under this Section shall be conducted by a single arbitrator selected jointly by the Company and the Participant or Beneficiary, as applicable (the "Complainant"). If within thirty (30) days after a demand for arbitration is made, the Company and the Complainant are unable to agree on a single arbitrator, three arbitrators shall be appointed. Each party shall select one arbitrator and those two arbitrators shall then select a third neutral arbitrator which thirty (30) days after their appointment. In connection with the selection of the third arbitrator, consideration shall be given to familiarity with executive compensation plans and experience in dispute resolution between parties, as a judge or otherwise. If the arbitrators selected by the parties cannot agree on the third arbitrator, they shall discuss the qualifications of such third arbitrator with the AAA prior to selection of such arbitrator, which selection shall be in accordance with the Commercial Arbitration Rules of the AAA.

(e) If an arbitrator cannot continue to serve, a successor to an arbitrator selected by a party shall be also selected by the same party, and a successor to a neutral arbitrator shall be selected as specified in subsection (d) of this Section. A full rehearing will be held only if the neutral arbitrator is unable to continue to serve or if the remaining arbitrators unanimously agree that such a rehearing is appropriate.

(f) The arbitrator or arbitrators shall be guided, but not bound, by the Federal Rules of Evidence and by the procedural rules, including discovery provisions, of the Federal Rules of Civil Procedure. Any discovery shall be limited to information directly relevant to the controversy or claim in arbitration.

(g) The parties shall each be responsible for their own costs and expenses, except for the fees and expenses of the arbitrators, which shall be shared equally by the Company and the Complainant.

EXHIBIT 10.11

GENERAL MILLS, INC.

1995 SALARY REPLACEMENT

STOCK OPTION PLAN

As Amended Through July 1, 2000

GENERAL MILLS, INC.

1995 SALARY REPLACEMENT STOCK OPTION PLAN

1. PURPOSE OF THE PLAN

The purpose of the General Mills, Inc. 1995 Salary Replacement Stock Option Plan (the "Plan") is to give management employees of General Mills, Inc. (the "Company") and its subsidiaries the opportunity to receive stock option grants in lieu of salary increases and certain other compensation and benefits thereby encouraging focus on the growth and profitability of the Company and its Common Stock. Restricted stock is not permitted to be issued under the terms of this Plan.

2. EFFECTIVE DATE OF PLAN

This Plan shall become effective as of September 18, 1995, subject to the approval of the stockholders of the Company at the Annual Meeting on September 18, 1995.

3. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Compensation Committee (the "Committee"). The Committee shall be made up of non-management members of the Board of Directors (the "Board") appointed in accordance with the Company's Certificate of Incorporation. The Committee shall have authority to adopt rules and regulations for carrying out the purpose of the Plan, select the employees to whom grants will be made ("Optionees"), the number of shares to be optioned and interpret, construe and implement the provisions of the Plan; provided that if at any time Rule 16b-3 or any successor rule ("Rule 16b-3") under the Securities Exchange Act of 1934, as amended (the "1934 Act"), so permits without adversely affecting the ability of the Plan to comply with the conditions for exemption from Section 16 of the 1934 Act (or any successor provisions) provided by Rule 16b-3, the Committee may delegate the administration of the Plan in whole or in part, on such terms and conditions, and to such person or persons as it may determine in its discretion. Decisions of the Committee (or its delegate as permitted herein) shall be final, conclusive and binding upon all parties, including the Company, stockholders and Optionees.

4. COMMON STOCK SUBJECT TO THE PLAN

The shares of "Common Stock" of the Company ($.10 par value) to be issued upon the exercise of a non-qualified option to purchase Common Stock granted hereunder (an "Option") 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.

Approval of the Plan by the stockholders of the Company shall constitute authorization to use such shares for the Plan, subject to the discretion of the Board or as such discretion may be delegated to the Committee.

Subject to the provisions of the next succeeding paragraph, the maximum aggregate number of shares authorized under the Plan for which Options may be granted under the Plan shall be 14,000,000 shares. If an Option granted under the Plan is terminated without having been exercised in full, the unpurchased or forfeited shares or rights to receive shares shall become available for grant to other employees. The number of shares of Common Stock subject to Options granted under this Plan to any Optionee shall not exceed 5% of the total number of shares of Common Stock which may be issued under this Plan.

In the event that the Committee determines that 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 or event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee may, in its sole discretion and in such manner as it may deem equitable, adjust any or all of (i) the number of shares of Common Stock subject to the Plan, subject to Section 15, (ii) the number of shares of Common Stock subject to outstanding Options, and (iii) the grant or exercise price with respect to any Option and, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Option; provided, that the number of shares of Common Stock subject to any Option denominated in Common Stock shall always be a whole number.

5. ELIGIBLE PERSONS

Only persons who are officers or management employees of the Company or a subsidiary shall be eligible to receive grants under the Plan. No grant shall be made to any member of the Committee or any other non-employee director.

6. PURCHASE PRICE OF STOCK OPTIONS

The purchase price for each share of Common Stock issuable under an Option shall not be less than 100 percent of the Fair Market Value of the Shares of Common Stock of the Company subject to such Option on the date of grant. "Fair Market Value" as used in the Plan shall equal the mean of the high and low price of the Common Stock on the New York Stock Exchange on the applicable date.

7. OPTION TERM

The term of each Option grant as determined by the Committee shall not exceed ten (10) years and one (1) month from the date of that grant and shall expire as of the last day of the designated term, unless terminated earlier under the provisions of the Plan.

8. OPTION TYPE

Option grants will be non-qualified stock options governed by Section 83 of the Internal Revenue Code of 1986, as amended (the "Code") or any successor provision.

9. NON-TRANSFERABILITY OF OPTIONS

Except as provided by rule adopted by the Committee, no Option granted under this Plan shall be transferable by the Optionee otherwise than by the Optionee's last will and testament or by the applicable laws of descent and distribution and an Option may be exercised during the Optionee's lifetime only by the Optionee or his or her guardian or legal representative. An Optionee shall forfeit any Option assigned or transferred, voluntarily or involuntarily, other than as permitted under this Section.

10. EXERCISE OF OPTIONS

Except as provided in Sections 12, 13 and 14, each Option shall be vested and may be exercised in accordance with such terms and conditions as may be determined by the Committee for grants to officers or executives and by the Chief Executive Officer of the Company for grants to other management participants.

Subject to the provision of this Section 10, each Option may be exercised in whole or, from time to time, in part with respect to the number of then exercisable shares in any sequence desired by the Optionee without regard to the date of grant of stock options under other plans of the Company.

An Optionee 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. At the time of purchase, the Optionee shall tender the full purchase price of the shares purchased. Until such payment has been made and either a certificate or certificates for the shares purchased has been issued in the Optionee's name or the ownership of such shares by the Optionee has been entered by the Company's transfer agent on the master stockholder records of the Company, the Optionee shall possess no stockholder rights with respect to any such shares. Payment of such purchase price shall be made to the Company, 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 delivery of shares of Common Stock owned by the Optionee; or

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

For determining 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.

11. WITHHOLDING TAXES ON OPTION EXERCISE

Each Optionee shall deliver to the Company cash in an amount equal to all federal, state and local withholding taxes required to be collected by the Company in respect of the exercise of an Option, and until such payment is made, the Company may, in its discretion, retain all or a portion of the shares to be issued.

Notwithstanding the foregoing, to the extent permitted by law and pursuant to such rules as the Committee may adopt, an Optionee may authorize the Company to satisfy any such withholding requirement by directing the Company to withhold from any shares to be issued such number of shares as shall be sufficient to satisfy the withholding obligation.

12. EXERCISE OF OPTIONS IN EVENT OF CERTAIN CHANGES OF CONTROL

Each outstanding 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 option exercise provisions of the Plan shall govern. In the event an Optionee is terminated as an employee of the Company or a subsidiary within two (2) years of any of the events specified in (a), (b), (c) or (d), all outstanding Options at that date of termination shall become immediately exercisable for a period of six (6) months, subject to the provisions of Section 7.

13. TERMINATION OF EMPLOYMENT OF AN OPTIONEE

(a) Resignation or Termination for Cause

If the Optionee's employment by the Company is terminated by either

(i) the voluntary resignation of the Optionee, or

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

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

(b) Other Termination

If the Optionee's employment by the Company terminates for any reason other than specified in Sections 12, 13(a), (c), (d) or
(e) or Section 14, the following rules shall apply:

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

(ii) In the event that, at the time of such termination, the sum of Optionee's age and service with the Company is less than 70, the outstanding unexercisable 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 Options and 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 Option. All other Options shall be forfeited as of the date of termination. Provided, however, that if the Optionee is an executive officer of the Company, the outstanding 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 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 Option.

(c) Death

If the termination of employment is due to the Optionee's death, the Options may be exercised as provided in Section 14.

(d) Retirement

If the termination of employment is due to the Optionee's retirement, the Optionee thereafter may exercise an Option within the period remaining under the original term of the Option.

(e) Discontinuation of a Complete Line of Business

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, may determine that all outstanding Options granted to the Optionee prior to such termination shall immediately become exercisable for a period of up to five (5) years after the date of such termination, subject to the provisions of Section 7.

14. DEATH OF OPTIONEE

If an Optionee should die while employed by the Company or a subsidiary, any Option previously granted to the Optionee under this Plan may be exercised by the person designated in such Optionee's last will and testament or, in the absence of such designation, by the Optionee's estate, to the full extent that such Option could have been exercised by such Optionee immediately prior to the Optionee's death, subject to the original term of the Option. Further, with respect to outstanding Options which, as of the date of death, are not yet exercisable, any such Option shall vest and become exercisable in a pro rata amount, based on the number of full months of employment completed during the full vesting period of the Option from the date of grant to the date of death.

15. AMENDMENTS TO THE PLAN

The Committee and the Board of Directors may amend, suspend or terminate the Plan or any portion thereof at any time, provided that no amendment shall be made without stockholder approval if such stockholder approval is necessary to comply with any tax or regulatory requirement, including for these purposes any approval requirement that is a prerequisite for exemptive relief from Section 16(b) of the 1934 Act. Notwithstanding anything to the contrary contained herein, any amendment, suspension or termination made in accordance with this
Section 15 that would adversely affect an Optionee's rights under an Option granted under the Plan may not be made without such Optionee's consent.

The Committee shall have authority to cause the Company to take any action related to the Plan which may be required to comply with the provisions of the Securities Act of 1933, as amended, the 1934 Act, and the rules and regulations prescribed by the Securities and Exchange Commission. Any such action shall be at the expense of the Company.

16. 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 laws of any foreign jurisdiction, to key employees of the Company who are subject to such laws and who are eligible to receive Option grants under the Plan.

17. DURATION OF THE PLAN

Grants may be made under the Plan until September 30, 2002.

18. NOTICE

All notices and communications to the Company 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 If by Telex: 170360 Gen Mills If by Facsimile: (763) 764-4925

19. SECTION 16 OFFICERS

With respect to persons subject to Section 16 of the 1934 Act, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3. To the extent any provision of the Plan or action by the Committee fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Committee.

Effective as of September 18, 1995 Amended as of June 22, 1998 Amended as of December 13, 1999 Amended as of July 1, 2000

EXHIBIT 10.12

GENERAL MILLS, INC.

DEFERRED COMPENSATION PLAN

As Amended Through December 1, 1999

GENERAL MILLS, INC.

DEFERRED COMPENSATION PLAN

1. PURPOSE OF PLAN

General Mills, Inc. (the "Company") hereby establishes a Deferred Compensation Plan (the "Plan") for a select group of its key management 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 Plan, Participants may defer both cash incentive compensation and delivery and receipt of common stock issued under the Company's stock option plans. As to deferred cash, Participants shall earn a "rate of return" on the deferred amounts which track the investment return achieved under the Voluntary Investment Plan of General Mills, Inc. (the "VIP") and/or rates equivalent to investment results of other funds or portfolios as may be made available from time to time pursuant to the provisions of the Plan. As to stock options, Participants may defer receipt of the net shares of General Mills, Inc. common stock ("Common Stock") resulting from a Participant's stock-for-stock option exercise and dividend equivalents on the net shares. Under current tax law, amounts properly deferred and the "rate of return" or earnings credited to such amounts are not taxable (except for FICA taxation, as required) as income until they are distributed to the Participants. Under current tax law, distributions from this Plan will be taxed as ordinary income in the year in which they are received.

2. ELIGIBILITY

An individual is a Participant in the Plan if such individual (i) is a Participant in the Executive Incentive Plan, (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.

3. PLAN ADMINISTRATION

(i) Minor Amendment Committee. Except as provided below, this Plan shall be administered by the Minor Amendment Committee (the "Minor Amendment Committee"). The Minor Amendment Committee shall act by affirmative vote of a majority of its members at a meeting or in writing without a meeting. 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, certain portions of this Plan shall be administered by the Compensation Committee.

(ii) Plan Administration. The Minor Amendment Committee may appoint such persons or establish such subcommittees, employ such attorneys, agents, accountants or investment advisors necessary or desirable to advise or assist it in the performance of its duties hereunder, and the Minor Amendment Committee may rely upon their respective written opinions or certifications.

Administration of the Plan shall consist of interpreting and carrying out the provisions of the Plan. The Minor Amendment Committee shall determine the eligibility of employees to participate in the Plan, their rights while Participants in the Plan and the nature and amount of benefits to be received therefrom. The Minor Amendment Committee shall decide any disputes which 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) The Minor Amendment Committee shall prescribe a form for the presentation of claims under the terms of the Plan.

(b) Upon presentation to the Minor Amendment Committee of a claim on the prescribed form, the Minor Amendment Committee shall make a determination of the validity thereof. If the determination is adverse to the claimant, the Minor Amendment Committee shall furnish to the claimant within a reasonable period of time after the receipt of the claim a written notice setting forth the following:

(1) The specific reason or reasons for the denial;

(2) Specific reference to pertinent provisions of the Plan on which the denial is based;

(3) 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

(4) An explanation of the Plan's claim review procedure.

(c) In the event of a denial of a claim, the claimant may appeal such denial to the Minor Amendment Committee for a full and fair review of the adverse determination. The claimant's request for review must be in writing and be made to the Minor Amendment Committee within 60 days after receipt by the claimant of the written notification required under subsection (b) above. The claimant or his or her duly authorized representative may submit issues and comments in writing which shall be given full consideration by the Minor Amendment Committee in its review.

(d) The Minor Amendment Committee may, in its sole discretion, conduct a hearing. A request for a hearing will be given full

consideration. At such hearing, the claimant shall be entitled to appear and present evidence and be represented by counsel.

(e) A decision on a request for review shall be made by the Minor Amendment Committee not later than 60 days after receipt of the request; provided, however, in the event of a hearing or other special circumstances, such decision shall be made not later than 120 days after receipt of such request.

(f) The Minor Amendment Committee's decision on review shall state in writing the specific reasons and references to the Plan provisions on which it is based. Such decision shall be immediately provided to the claimant. In the event the claimant disagrees with the findings of the Minor Amendment Committee, the matter shall be referred to arbitration in accordance with Section 14 hereof.

(g) The Minor Amendment Committee may allocate its responsibilities among its several members, except that all matters involving the hearing of and decision on claims and the review of the determination of benefits shall be made by the full Minor Amendment Committee. No member of the Minor Amendment Committee shall participate in any matter relating solely to himself.

4. DEFERRAL AND PAYMENT OF COMPENSATION

(i) Cash 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 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.

(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 stock option 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 stock option exercise price less any shares used to satisfy FICA, Medicare or any other taxes due upon the stock option 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 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) Distribution of Deferred Cash and Common Stock. At the time of a Participant's deferral election, 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 date the compensation would otherwise be payable or the exercise date for the related stock option, as the case may be. The deferral election must provide that distribution shall be made or commenced as of 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 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 prior to the date of receipt of any incentive compensation award, then any 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 termination of a Participant other than by retirement, the Minor Amendment Committee may, with sole and complete discretion, if it determines that such distribution is in the best interest of the Company, require that distribution of all cash and Stock Units (as defined in Section 8(i) below) allocated to a Participant's Deferred Cash Accounts or Deferred Stock Unit Accounts (as defined in Section 8(i) below) be accelerated and distributed as of the first business day of the calendar year next following the date of termination.

(d) As to all previous and future Plan years, 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 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.

(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 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.

(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 mean of the high and low price of the shares of Common Stock 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 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 single Common Stock distribution is received by the Company. Only whole numbers of shares will be issued, with any

fractional share amounts and dividend equivalents not used to "purchase" additional Stock Units 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 Accounts, 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 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.

(iv) Rabbi Trust. The Company has established a Supplemental Benefits Trust with Norwest 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 as to deferred cash incentive 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 12 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.

(v) 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.

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 a deferral becomes effective. Each Participant's Deferred Cash Account will be credited monthly with a "rate of return" on the total deferred cash amount accruing as of the first of the month coincident with or next following the date deferred incentive compensation is credited to the Participant's Deferred Cash Account. Such "rate of return" shall be based upon the actual investment

performance of funds in the VIP, or at such other rates as may be made available to Participants from time to time pursuant to the provisions of the Plan. A Participant may elect to have the "rate of return" credited to his or her Deferred Cash Account at any of the following rates:

(a) the rate of return as from time to time earned by the Fixed Income Fund of the VIP;

(b) the rate of return as from time to time earned by the Equity Fund of the VIP; 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 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 equals 100%. A Participant may change the "rate(s) of return" to be credited to his or her Deferred Cash Account, except as to a Unit Performance Fund, 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. Each Participant shall receive a periodic statement of the balance of his or her Deferred Cash Account.

6. COMPANY CONTRIBUTIONS TO DEFERRED CASH ACCOUNTS

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 hypothetical interest in an amount equal to 2 1/2% of the Participant's deferred cash incentive compensation, or such amount as will otherwise equal the value of the "Base Allocation" (as that term is defined in the VIP) which would have been allocated to the Participant if the Participant had contributed such deferred cash incentive compensation amount to the VIP. In addition, as soon as practicable following the end of each fiscal year, each Participant's Deferred Cash Account may be credited with hypothetical interest in an amount not to exceed 2 1/2% of the Participant's deferred cash incentive compensation, or such amount as will otherwise equal the value of the "Variable Allocation" (as that term is defined in the VIP) which would have been allocated to the Participant if the Participant had contributed such deferred cash incentive compensation amount to the VIP. Company contributions under this Section 6 shall not be made as to deferrals which were included in a Participant's earnable compensation under the General Mills International Retirement Plan.

7. SHORT-TERM DEFERRALS

Notwithstanding the foregoing provisions of the Plan, the Company may also permit Participants to elect to defer all or part of cash incentive compensation, if any, to a date certain selected by the Company within the taxable year it would

otherwise be paid, upon written notice to the Company received by December 31 of the preceding calendar year. Interest shall be credited on such deferred cash amount at a rate selected by the Company and communicated to the Participants at the same time the availability of any such short-term deferral opportunity is communicated to Participants.

8. 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 Deferred Stock Unit Account as of the date of the stock option exercise. 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 "purchase" additional Stock Units for the Deferred Stock Unit Account at a price equal to the mean of the high and low price of the Common Stock on the New York Stock Exchange on the dividend date. No fractional Stock Units will be credited. 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. Each Participant will receive a periodic statement of the number of Stock Units in his or her Deferred Stock Unit Account(s).

(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. No stock options 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 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.

(iii) In the event that the Compensation Committee determines that 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 or event affects the Common Stock such that an adjustment to the Participants' allocations to their Deferred Stock Unit Account(s) is appropriate to prevent reduction or enlargement of the benefits or potential benefits intended to be made

available under the Plan, then the Compensation Committee may, in its sole discretion and in such manner as it may deem equitable, adjust the Stock Units allocated to Participants' Deferred Stock Unit Account(s).

9. 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 Deferred Stock Unit Account(s), 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.

10. 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.

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 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 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. Notwithstanding the foregoing, in the event a Participant has received an overpayment from the Supplemental Retirement Plan of General Mills, Inc. 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).

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 in Control without the written consent of a majority of Participants determined as of the day before such Change in Control occurs. 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 (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 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) 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 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.

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 the United States of America, a published ruling or similar announcement issued by the Internal Revenue Service, a regulation issued by the Secretary of the Treasury or his delegate, or a decision by a court of competent jurisdiction involving a 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.

14. ARBITRATION

(i) Any controversy or claim arising out of or relating to this Plan, or any alleged breach of the terms or conditions contained herein, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the "AAA") as such rules may be modified herein.

(ii) An award rendered in connection with an arbitration pursuant to this Section shall be final and binding and judgment upon such an award may be entered and enforced in any court of competent jurisdiction.

(iii) The forum for arbitration under this Plan shall be Minneapolis, Minnesota and the governing law for such arbitration shall be laws of the State of Minnesota.

(iv) Arbitration under this Section shall be conducted by a single arbitrator selected jointly by the Company and the Participant or Beneficiary, as applicable (the "Complainant"). If within thirty (30) days after a demand for arbitration is made, the Company and the Complainant are unable to agree on a single arbitrator, three arbitrators shall be appointed. Each party shall select one arbitrator and those two arbitrators shall then select a third neutral arbitrator within thirty (30) days after their appointment. In connection with the selection of the third arbitrator, consideration shall be given to familiarity with executive compensation plans and experience in dispute resolution between parties, as a judge or otherwise. If the arbitrators selected by the parties cannot agree on the third arbitrator, they shall discuss the qualifications of such third arbitrator with the AAA prior to selection of such arbitrator, which selection shall be in accordance with the Commercial Arbitration Rules of the AAA.

(v) If an arbitrator cannot continue to serve, a successor to an arbitrator selected by a party shall be also selected by the same party, and a successor to a neutral arbitrator shall be selected as specified in subsection (d) of this Section. A full rehearing will be held only if the neutral arbitrator is unable to continue to serve or if the remaining arbitrators unanimously agree that such a rehearing is appropriate.

(vi) The arbitrator or arbitrators shall be guided, but not bound, by the Federal Rules of Evidence and by the procedural rules, including discovery provisions, of the Federal Rules of Civil Procedure. Any discovery shall be limited to information directly relevant to the controversy or claim in arbitration.

(vii) The parties shall each be responsible for their own costs and expenses, except for the fees and expenses of the arbitrators, which shall be shared equally by the Company and the Complainant.

15. 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 has been 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.

EXHIBIT 10.15

AGREEMENT

AGREEMENT, dated November 29, 1989, by and between General Mills, Inc. a Delaware corporation ("Protected") and Nestle S.A., a Swiss corporation ("Limited"), (Protected and Limited collectively, the "Parties").

WHEREAS, the Parties propose to enter into certain negotiations concerning a possible joint venture between them (the "Joint Venture") and, in connection with such negotiations and with the formation and operation of the Joint Venture in the event agreement is reached in that connection, Limited has requested access to certain confidential business information of Protected.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and in consideration of Protected's disclosure of the above-referenced confidential business information to Limited (the scope and other terms of which disclosure are not governed by this instrument), the Parties hereto agree, with the intention of being legally bound, as follows:

1. Certain Definitions

(a) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations, as currently in effect (the "Exchange Act Rules"), under the Securities Exchange Act of 1934, as amended, as currently in effect (the "Exchange Act").

(b) "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 of the Exchange Act Rules, and, for the purposes of this Agreement, a Person shall have "Beneficial Ownership" of securities of which such Person is the Beneficial Owner.

(c) "Common Stock" shall mean the common stock $.75 par value, of Protected.

(d) "Protected Security" shall mean any equity or debt security of Protected, or right to acquire any such equity or debt security, including by purchase, conversion or exchange, including, but not limited to, Common Stock, preferred stock, notes, debentures and other evidences of indebtedness.

(e) "Group" shall mean any partnership, limited partnership, syndicate or other group within the meaning of Section 13(d)(3) of the Exchange Act.

(f) "Participant" shall have the meaning ascribed to such term in Regulation 14A of the Exchange Act Rules.

(g) "Person" shall mean any individual, firm, corporation, partnership, trust or other entity.

(h) "Proxies" shall have the meaning ascribed to such term in Regulation 14A of the Exchange Act Rules.

(i) "Solicitation" shall have the meaning ascribed to such term in Regulation 14A of the Exchange Act Rules.

(j) "Subsidiary" shall mean, with respect to any Person, any corporation which is controIled by such Person, by ownership of securities or otherwise.

2. Representation and Warranty by Limited

Limited represents and warrants to Protected that as of the date of this Agreement neither Limited nor any of its Affiliates or Associates, (other than employee benefit plans or pension trusts holding Protected Securities solely for investment purposes), is either the Beneficial Owner or has any control of any Protected Securities.

3. Certain Agreements by Limited

Limited covenants with Protected that, without the prior written consent of Protected, Limited and its Affiliates and Associates, (other than employee benefit plans or pension trusts holding Protected Securities solely for investment purposes), singly or acting together, in concert, or as a Group with each other or any other Person, directly or indirectly through one or more intermediaries or otherwise, shall not:

(a) acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of, or become the Beneficial Owner of, or acquire an interest in, any Protected Securities or any of the assets of either Protected or any Subsidiary of Protected;

(b) (i) directly or indirectly solicit proxies or become a participant in a solicitation of proxies with respect to any matter presented to Protected's stockholders for the exercise of their voting rights, or
(ii) engage in any course of conduct for the purpose of influencing or affecting the stockholders of Protected with respect to the exercise of their voting rights on any matter presented for a vote by Protected's stockholders;

(c) otherwise act to seek control of, or to influence, the Board of Directors, management, policies or affairs of either Protected or any Subsidiary of Protected;

(d) publicly (or in a manner requiring Protected to disclose publicly)
(i) propose any acquisition of any or all of the assets of Protected or any of its Subsidiaries, or any acquisition of any Protected Securities, or any merger, consolidation, business combination or similar transaction with, or change of control of, Protected or any of its Subsidiaries or its or their assets, (ii) make or propose a tender or exchange offer for any Protected Securities, (iii) propose or suggest the possibility of any of the other actions set forth in this section 3, or (iv) propose any amendment to, or modification or waiver of, any provision of this Agreement.

(e) solicit, initiate, encourage, finance or assist any other Person, Persons or Group to take or seek to take any action which Limited is precluded hereunder from taking itself.

4. Term of Agreement

The term of this Agreement shall be the longer of (a) ten (10) years from the last date on which both Protected and Limited have an interest in the Joint Venture, or (b) ten (10) years from the date of the termination of negotiations between the Parties with respect to the formation of the Joint Venture in the event no such Joint Venture results therefrom.

5. Miscellaneous

(a) Applicable Law. This Agreement and the rights and liabilities of the Parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein.

(b) Submission to Jurisdiction. Each of the Parties hereby agrees to submit to the exclusive jurisdiction of the United States District Court for the District of Minnesota, sitting in Minneapolis, Minnesota, in any legal action or proceeding relating to or arising out of this Agreement and all actions contemplated hereby. The Parties agree that service of process in any such legal action or proceeding in the manner provided in Section 5(e) hereof, in addition to any other means of service permitted by the laws and rules applicable to such court, shall be deemed valid service thereof.

(c) Specific Performance. Limited agrees and acknowledges that in the event of any breach by it of the terms of this Agreement, Protected would be irreparably harmed and could not be made whole by monetary damages. It is accordingly agreed that Protected, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement, and shall be entitled to mandatory injunctive or other relief, including the divestiture of Protected Securities by Limited, as may be necessary or appropriate to carry out the intent of the Parties with respect to this Agreement, in any action instituted in any court having subject matter jurisdiction thereof.

(d) Counterparts. This Agreement may be executed in any number of counterparts. Any single counterpart or set of counterparts signed by the Parties shall constitute a full and original Agreement for all purposes.

(e) Notices. In any case where any notice, service of process or other communication is required or permitted to be given hereunder, such notice, service of process or other communication shall be in writing and (i) personally delivered, (ii) sent by postage prepaid registered first class post (if inland) or airmail (if overseas) or (except for service of process) (iii) transmitted by telex, telecopy or cable (with postage prepaid confirmation) at the following addresses (or such other address as the Parties may designate from time to time to each other by due notice pursuant to this Section 5(e)):

If to Protected:        General Mills, Inc.
                        Number One General Mills Boulevard
                        Minneapolis, MN 55426
                        Attention: General Counsel

If to Limited:          Nestle S.A.
                        Avenue Nestle 55
                        CH - 1800 Vevey
                        Attention: Legal Department

(f) Successors. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective directors, officers, legal representatives, attorneys, successors and assigns, including any Person who may succeed to the assets or business of either Party by way of a consolidation, merger, sale of substantially all of such Party's assets or purchase of substantially all of such Party's stock. This Agreement shall not be assigned without the prior written consent of all the Parties hereto.

(g) Entire Agreement. The terms and conditions contained herein constitute the entire agreement between the Parties relating to the subject matter of this Agreement and shall supersede all previous communications between the Parties with respect to the subject matter of this Agreement.

(h) Amendment. This Agreement may be varied, amended or extended only by the written agreement of the Parties through their duly authorized officers or representatives.

(i) Expenses. Each of the Parties shall pay its own legal and other costs, charges and expenses connected with this Agreement and the perfomance of their obligations hereunder.

(j) Severability. If any provision (or any part thereof) of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision (or the affected part thereof) shall be severed from this Agreement to that extent and shall be inoperative so long as such judicial determination shall remain in effect, and the remainder of this Agreement shall otherwise remain binding on the Parties hereto, it being the intention of the parties, in the event any such provision is held illegal or unenforceable in part, that such provision be enforced to the fullest scope and extent permissible consistent with the original intent of such provision and the ruling of such judicial authority.

(k) Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(l) No Waiver of Rights. No failure or delay on the part of any Partv in the exercise of any power of right hereunder shall operate as a waiver thereof. No single or partial exercise of any right or power hereunder shall operate as a waiver of such right or power or of any other right or power. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach hereunder. All rights and remedies existing under this Agreement are cumulative with, and not exclusive of, any rights or remedies otherwise available.

(m) Choice of Language. In the event of an inconsistency between any of the terms of this Agreement and any translation thereof into another language, the English language version shall control.

(n) No Third-Party Rights. This Agreement shall not be deemed or construed in any way to result in the creation of any rights in any Person not a Party to this Agreement.

(o) Further Assurances. At the request of either Party hereto, the other Party hereto shall execute and deliver (and shall cause their Affiliates and Associates to execute and deliver) to such Party such other documents and instruments as may be reasonably necessary to implement or evidence the foregoing.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the day and year first written above.

Witness:                                      GENERAL MILLS, INC.



    /s/ C. L. Whitehill                   by:     /s/ M. H. Willes
----------------------------------            ----------------------------------

Witness:                                      NESTLE S.A.



    /s/ O. Dupont                         by:     /s/ Reto F. Domeniconi
----------------------------------            ----------------------------------
                                                  Reto F. Domeniconi
                                                  Executive Vice President

AGREEMENT

AGREEMENT, dated November 29, 1989, by and between Nestle S.A., a Swiss corporation ("Protected") and General Mills, Inc., a Delaware corporation ("Limited"), (Protected and Limited collectively, the "Parties").

WHEREAS, the Parties propose to enter into certain negotiations concerning a possible joint venture between them (the "Joint Venture") and, in connection with such negotiations and with the formation and operation of the Joint Venture in the event agreement is reached in that connection, Limited has requested access to certain confidential business information of Protected.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and in consideration of Protected's disclosure of the above-referenced confidential business information to Limited (the scope and other terms of which disclosure are not governed by this instrument), the Parties hereto agree, with the intention of being legally bound, as follows:

1. Certain Definitions

(a) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations, as currently in effect (the "Exchange Act Rules"), under the Securities Exchange Act of 1934, as amended, as currently in effect (the "Exchange Act").

(b) "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 of the Exchange Act Rules, (whether or not the relevant security shall be registered und the Exchange Act), and, for the purposes of this Agreement, a Person shall have "Beneficial Ownership" of securities of which such Person is the Beneficial Owner.

(c) "Shares" shall mean the shares, having a nominal value of 100 Swiss francs each, of Protected, whether in bearer form or registered form.

(d) "Protected Security" shall mean any equity or debt security of Protected, or right to acquire any such equity or debt security, including by purchase, conversion or exchange, including, but not limited to, Shares, depositary receipts evidencing the right to receive Shares, preferred stock, notes, debentures and other evidences of indebtedness.

(e) "Group" shall mean any partnership, limited partnership, syndicate or other group within the meaning of Section 13(d)(3) of the Exchange Act, (whether or not the relevant security shall be registered under the Exchange Act).

(f) "Participant" shall have the meaning ascribed to such term in Regulation 14A of the Exchange Act Rules, (whether or not the relevant security shall be registered under the Exchange Act).

(g) "Person" shall mean any individual, firm, corporation, partnership, trust or other entity.

(h) "Proxies" shall have the meaning ascribed to such term in Regulation 14A of the Exchange Act Rules, (whether or not the relevant security shall be registered under the Exchange Act).

(i) "Solicitation" shall have the meaning ascribed to such term in Regulation 14A of the Exchange Act Rules, (whether or not the relevant security shall be registered under the Exchange Act).

(j) "Subsidiary" shall mean, with respect to any Person, any corporation which is controlled by such Person, by ownership of securities or otherwise.

2. Representation and Warranty by Limited

Limited represents and warrants to Protected that as of the date of this Agreement neither Limited nor any of its Affiliates or Associates, (other than employee benefit plans or pension trusts holding Protected Securities solely for investment purposes), is either the Beneficial Owner or has any control of any Protected Securities.

3. Certain Agreements by Limited

Limited covenants with Protected that, without the prior written consent of Protected, Limited and its Affiliates and Associates, (other than employee benefit plans or pension trusts holding Protected Securities solely for investment purposes), singly or acting together, in concert, or as a Group with each other or any other Person, directly or indirectly through one or more intermediaries or otherwise, shall not:

(a) acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of, or become the Beneficial Owner of, or acquire an interest in, any Protected Securities or any of the assets of either Protected or any Subsidiary of Protected;

(b) (i) directly or indirectly solicit proxies or become a participant in a solicitation of proxies with respect to any matter presented to Protected's stockholders for the exercise of their voting rights, or
(ii) engage in any course of conduct for the purpose of influencing or affecting the stockholders of Protected with respect to the exercise of their voting rights on any matter presented for a vote by Protected's stockholders;

(c) otherwise act to seek control of, or to influence, the Board of Directors, management, policies or affairs of either Protected or any Subsidiary of Protected;

(d) publicly (or in a manner requiring Protected to disclose publicly) (i) propose any acquisition of any or all of the assets of Protectedor any of its Subsidiaries, or any acquisition of any Protected Securities, or any merger, consolidation, business combination or similar transaction with, or change of control of, Protected or any of its Subsidiaries or its or their assets, (ii) make or propose a tender or exchange offer

for

any Protected Securities, (iii) propose or suggest the possibility of any of the other actions set forth in this section 3, or (iv) propose any amendment to, or modification or waiver of, any provision of this Agreement.

(e) solicit, initiate, encourage, finance or assist any other Person, Persons or Group to take or seek to take any action which Limited is precluded hereunder from taking itself.

4. Term of Agreement

The term of this Agreement shall be the longer of (a) ten (10) years from the last date on which both Protected and Limited have an interest in the Joint Venture, or (b) ten (10) years from the date of the termination of negotiations between the Parties with respect to the formation of the Joint Venture in the event no such Joint Venture results therefrom.

5. Miscellaneous

(a) Applicable Law. This Agreement and the rights and liabilities of the Parties hereto shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed therein.

(b) Submission to Jurisdiction. Each of the Parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of New York and of the United States of America located in the City of New York for any actions, suits or proceedings arising out of or relating to this Agreement and the transactions contemplated hereby (and each Party agrees not to commence any such action, suit or proceeding except in such courts), and further agrees that service of any process, summons, notice or document by U.S. registered mail to its address set forth below shall be effective service of process for any action, suit or proceeding brought against such Party in any such court. Each of the Parties hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the courts of the State of New York or the United States of America located in the City of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or

claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

(c) Specific Performance. Limited agrees and acknowledges that in the event of any breach by it of the terms of this Agreement, Protected would be irreparably harmed and could not be made whole by monetary damages. It is accordingly agreed that Protected, in addition to any other remedy to which it may be entitled at law or in equity, shall be entitled to compel specific performance of this Agreement, and shall be entitled to mandatory injunctive or other relief, including the divestiture of Protected Securities by Limited, as may be necessary or appropriate to carry out the intent of the Parties with respect to this Agreement, in any action instituted in any court having subject matter jurisdiction thereof.

(d) Counterparts. This Agreement may be executed in any number of counterparts. Any single counterpart or set of counterparts signed by the Parties shall constitute a full and original Agreement for all purposes.

(e) Notices. In any case where any notice, service of process or other communication is required or permitted to be given hereunder, such notice, service of process or other communication shall be in writing and (i) personally delivered, (ii) sent by postage prepaid registered first class post (if inland) or airmail (if overseas) or (except for service of process) (iii) transmitted by telex, telecopy or cable (with postage prepaid confirmation) at the following addresses (or such other address as the Parties may designate from time to time to each other by due notice pursuant to this Section 5(e)):

If to Protected:        Nestle S.A.
                        Avenue Nestle 55
                        CH - 1800 Vevey
                        Attention: Legal Department

If to Limited:          General Mills, Inc.
                        Number One General Mills Boulevard
                        Minneapolis, MN 55426
                        Attention: General Counsel

(f) Successors. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective directors, officers, legal representatives, attorneys,

successors and assigns, including any Person who may succeed to the assets or business of either Party by way of a consolidation, merger, sale of substantially all of such Party's assets or purchase of substantially all of such Party's stock. This Agreement shall not be assigned without the prior written consent of all the Parties hereto.

(g) Entire Agreement. The terms and conditions contained herein constitute the entire agreement between the Parties relating to the subject matter of this Agreement and shall supersede all previous communications between the Parties with respect to the subject matter of this Agreement.

(h) Amendment. This Agreement may be varied, amended or extended only by the written agreement of the Parties through their duly authorized officers or representatives.

(i) Expenses. Each of the Parties shall pay its own legal and other costs, charges and expenses connected with this Agreement and the performance of their obligations hereunder.

(j) Severability. If any provision (or any part thereof) of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision (or the affected part thereof) shall be severed from this Agreement to that extent and shall be inoperative so long as such judicial determination shall remain in effect, and the remainder of this Agreement shall otherwise remain binding on the Parties hereto, it being the intention of the parties, in the event any such provision is held illegal or unenforceable in part, that such provision be enforced to the fullest scope and extent permissible consistent with the original intent of such provision and the ruling of such judicial authority.

(k) Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(l) No Waiver of Rights. No failure or delay on the part of any Party in the exercise of any power of right hereunder shall operate as a waiver thereof. No single or partial exercise of any right or power hereunder shall operate as a waiver of such right or power or of any other right or power. The waiver by any Party of a breach of any provision of this

Agreement shall not operate or be construed as a waiver of any other or subsequent breach hereunder. All rights and remedies existing under this Agreement are cumulative with, and not exclusive of, any rights or remedies otherwise available.

(m) Choice of Language. In the event of an inconsistency between any of the terms of this Agreement and any translation thereof into another language, the English language version shall control.

(n) No Third-Party Rights. This Agreement shall not be deemed or construed in any way to result in the creation of any rights in any Person not a Party to this Agreement.

(o) Further Assurances. At the request of either Party hereto, the other Party hereto shall execute and deliver (and shall cause their Affiliates and Associates to execute and deliver) to such Party such other documents and instruments as may be reasonably necessary to implement or evidence the foregoing.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the day and year first written above.

Witness:                                          NESTLE S.A.



    /s/ O. Dupont                         by:     /s/ Reto F. Domeniconi
----------------------------------            ----------------------------------
                                                  Reto F. Domeniconi
                                                  Executive Vice President




Witness:                                          GENERAL MILLS, INC.



    /s/ C. L. Whitehill                   by:     /s/ M. H. Willes
----------------------------------            ----------------------------------

EXHIBIT 10.20

GENERAL MILLS, INC.

STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1993

As Amended Through July 1, 2000

GENERAL MILLS, INC.

STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1993

1. PURPOSE OF THE PLAN

The purpose of the General Mills, Inc. Stock Option and Long-Term Incentive Plan of 1993 (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. owns an equity interest of 25% or more) (collectively, the "Company") who are responsible for the growth and sound development of the business of the Company, and to align the interests of all employees with those of the stockholders of the Company.

2. EFFECTIVE DATE, DURATION AND SUMMARY OF PLAN

A. Effective Date and Duration

This Plan shall become effective as of September 20, 1993, subject to the approval of the stockholders of the Company at the Annual Meeting on September 20, 1993. Awards may be made under the Plan until October 1, 1998.

B. Summary of Option Provisions for Participants

The stock option that will be awarded to employees under this Plan gives a right to an employee to purchase at a future date shares of General Mills, Inc. common stock at a fixed price. As an employee, you will receive an "option certificate" in your own name, which will contain the term and other conditions of the option grant. In general, each certificate will state the number of shares of General Mills that you can purchase from the Company, the price at which you can purchase the shares, and the date you can make your purchase. You will not have any taxable income when you receive the option certificate.

The price at which you may buy the General Mills shares will be equal to the market price of the Company shares on the New York Stock Exchange as of the day the option was awarded to you. If, during the period that you must hold the option certificate before you can use it, the price of General Mills stock has risen, you will make a gain on exercising the option certificate equal to the difference between the price shown on the option certificate and the market price of General Mills shares on the date you use your option to buy shares under the terms of the option certificate. This gain is taxable to you.

You will never be obligated to buy shares of General Mills if you do not wish to do so. After the necessary holding period before you can use the certificate, you can continue to hold the option certificate as an employee for up to ten years and one month before making the decision whether or not to buy shares of General Mills. After the full term of ten years and one month, the

rights under the certificate will lapse and cannot then be used by the employee.

In general, you cannot sell or assign the option certificate to any other person, and the specific provisions which cover your rights in the option certificate are covered in the full text of the Plan.

3. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Compensation Committee (the "Committee"). The Committee shall be comprised solely of non-employee, independent members of the Board of Directors (the "Board") appointed in accordance with the Company's Certificate of Incorporation. Subject to the provisions of Section 14, the Committee shall have authority to adopt rules and regulations for carrying out the purpose of the Plan, select the employees to whom Awards will be made ("Participants"), determine the number of shares to be awarded and the other terms and conditions of Awards in accordance with the Plan provisions and interpret, construe and implement the provisions of the Plan; provided that if at any time Rule 16b-3 or any successor rule ("Rule 16b-3") under the Securities Exchange Act of 1934, as amended (the "1934 Act"), so permits, without adversely affecting the ability of the Plan to comply with the conditions for exemption from Section 16 of the 1934 Act (or any successor provisions) provided by Rule 16b-3, the Committee may delegate its duties under the Plan in whole or in part, on such terms and conditions, to the Chief Executive Officer and to other senior officers of the Company; provided further, that only the Committee may select and make other decisions as to Awards to Participants who are subject to Section 16 of the 1934 Act and to other executives of the Company. The Committee (or its permitted delegate) may correct any defect or supply any omission or reconcile any inconsistency in any agreement relating to any Award under the Plan in the manner and to the extent it deems necessary. Decisions of the Committee (or its permitted delegate) shall be final, conclusive and binding upon all parties, including the Company, stockholders and Participants.

4. COMMON STOCK SUBJECT TO THE PLAN

The shares of common stock of the Company ($.10 par value) ("Common Stock") to be issued upon exercise of a Stock Option, awarded as Restricted Stock, or issued upon expiration of the restricted period for Restricted Stock Units, may be made available from the authorized but unissued Common Stock, shares of Common Stock held in the Company's treasury, or Common Stock purchased by the Company on the open market or otherwise. Approval of the Plan by the stockholders of the Company shall constitute authorization to use such shares for the Plan.

The Committee, in its discretion, may require as a condition to the grant of Stock Options, Restricted Stock or Restricted Stock Units (collectively, "Awards"), the deposit of Common Stock owned by the Participant receiving such grant, and the forfeiture of such Awards, if such deposit is not made or maintained during the required holding period or the applicable restricted 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.

Subject to the provisions of the next succeeding paragraph, the maximum aggregate number of shares of Common Stock authorized under the Plan for which Awards may be granted under the Plan is 8,000,000; provided that if during the term of the Plan the Company repurchases shares of Common Stock, on the open market or otherwise and in compliance with the rules and regulations of the Securities and Exchange Commission, additional Awards may be granted equal to the number of shares repurchased, subject that no more than 4,000,000 additional shares of Common Stock shall be authorized for Awards hereunder; and provided further that 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 4% of the total shares authorized for Award hereunder. The number of shares of Common Stock subject to Stock Options granted under this Plan to any one Participant shall not exceed 10% of the total number of shares of Common Stock which may be issued under this Plan. Upon the expiration, forfeiture, termination or cancellation, in whole or in part, of unexercised Stock Options, or forfeiture of Restricted Stock or Restricted Stock Units, the shares of Common Stock subject thereto shall again be available for Awards under the Plan.

In the event that the Committee determines that 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 or event affects the Common Stock such that an adjustment is determined by the Committee to be appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee may, in its sole discretion and in such manner as it may deem equitable, adjust any or all of (i) the number of shares of Common Stock subject to the Plan, (ii) the number of shares of Common Stock subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Stock Option and, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Stock Option; provided, that the number of shares of Common Stock subject to any Award shall always be a whole number.

5. ELIGIBLE PERSONS

Only persons who are employees of the Company and, except as expressly approved by the Committee, having three or more years of service, shall be eligible to receive Awards under the Plan ("Participants"). No Award shall be made to any member of the Committee or any other non-employee director of the Company.

6. PURCHASE PRICE OF STOCK OPTIONS

The purchase 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 shares of Common Stock on the date of grant. "Fair Market Value" as used in the Plan shall equal the mean of the high and low price of the Common Stock on the New York Stock Exchange on the applicable date.

7. STOCK OPTION TERM AND TYPE

The term of any Stock Option as determined by the Committee shall not exceed 10 years and one month from the date of grant and shall expire as of the close of business on the last day of the designated term, unless terminated earlier under the provisions of the Plan. Stock Option grants under the Plan shall be Non-Qualified Stock Options governed by section 83 of the Internal Revenue Code of 1986, as amended (the "Code").

8. EXERCISE OF STOCK OPTIONS

Except as provided in Sections 12 and 13 (Change of Control and Termination of Employment), each Stock Option may be exercised only after five years of the Participant's continued employment with the Company.

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. At the time of purchase, the Participant shall tender the full purchase price of the shares purchased. Until such payment has been made and a certificate or certificates for the shares purchased has been issued in the Participant's name, the Participant shall possess no stockholder rights with respect to such shares. Payment of such purchase price shall be made to the Company, 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 delivery of shares of Common Stock owned by the Participant; 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.

9. RESTRICTED STOCK AND RESTRICTED STOCK UNITS

With respect to Awards of Restricted Stock and Restricted Stock Units, the Committee shall:

(i) 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;

(ii) determine the number of shares of Restricted Stock or the number of Restricted Stock Units to be awarded;

(iii) determine the length of the restricted period, which shall be no less than three 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 9.

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.

Subject to the restrictions set forth in this Section 9, 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 and register in the name of each such Participant a certificate for 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.

Subject to the provisions of Section 12, for awards of Restricted Stock or Restricted Stock Units which have a deposit requirement, a Participant will be eligible to vest only in those shares of Restricted Stock or Restricted Stock Units for which personally-owned shares are on deposit with the Company as of the date the Participant's employment with the Company terminates.

10. NON-TRANSFERABILITY

Except as otherwise provided in Section 9, no shares of Restricted Stock and no Restricted Stock Units shall be sold, exchanged, transferred, pledged, or otherwise disposed of during the restricted period. No Stock Options granted under this Plan 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. Other than as set forth herein, no Award under the Plan shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void.

11. WITHHOLDING TAXES

It shall be a condition to the obligation of the Company to deliver shares upon the exercise of a Stock Option, the vesting of Restricted Stock or Restricted Stock Units and the corresponding issuance of shares of unrestricted Common Stock, that the Participant pay to the Company cash in an amount equal to all federal, state, local and foreign withholding taxes required to be collected in respect thereof.

Notwithstanding the foregoing, to the extent permitted by law and pursuant to such rules as the Committee may adopt, a Participant may authorize the Company to satisfy any such withholding requirement by directing the Company to withhold from any shares of Common Stock to be issued, all or a portion of such number of shares as shall be sufficient to satisfy the withholding obligation, provided that in the case of the vesting of Restricted Stock or Restricted Stock Units, the number of shares of Common Stock to be issued equals or exceeds 500.

12. 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 option exercise provisions of the Plan shall govern. In the event a Participant is terminated as an employee of the Company or a subsidiary within two (2) years of any of the events specified in (a), (b), (c) or (d), all outstanding Stock Options at that date of termination shall become immediately exercisable for a period of six (6) months, subject to the provisions of Section 7.

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: (a) said 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; and (b) any restrictions on the sale of shares issued in respect of any such Stock Option shall lapse.

In the event of a Change of Control, a Participant shall 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.

13. 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, 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 12, 13 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, 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. Shares of Restricted Stock and Restricted Stock Units not subject to share deposit requirements shall fully vest as of the date of termination. 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, 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 vest as of the date of termination.

C. Death

If a Participant should die 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. Further, with respect to outstanding Stock Option grants which, as of the date of death, are not yet exercisable, any such option grant 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 Option grants which require the deposit of owned Common Stock as a condition to obtaining exercise rights, in the event a Participant should die while employed by the Company, said Stock Options may be exercised as provided in the first paragraph of this Section 13C, subject to the following special conditions:

(i) any restrictions on the sale of shares issued in respect of any such Stock Option shall cease; and

(ii) any owned Common Stock deposited by the Participant pursuant to said 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 shall vest in a proportionate number of 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 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, including any Stock Option granted under the Plan prior to such retirement. With respect to Stock Option grants which require the deposit of owned Common Stock as a condition to obtaining rights, any restrictions on the sale of shares issued in respect of any such Stock Option shall lapse at the date of any such retirement.

A Participant who retires on or after the date he or she attains age 65 shall fully vest in all shares of Restricted Stock or Restricted Stock Units, effective as of the date of retirement (unless any such award specifically provides otherwise).

A Participant who takes early retirement (after age 55, but prior to age 65) during any applicable restricted period may elect either of the following alternatives with respect to Restricted Stock or Restricted Stock Units (unless any such award specifically provides otherwise):

(a) Leave owned shares on deposit with the Company and vest in all shares of Restricted Stock or Restricted Stock Units, effective as of the earlier of the date the

Participant attains age 65 or the termination date of the applicable restricted period; or

(b) Withdraw owned shares and vest in a proportionate number of shares of Restricted Stock or Restricted Stock Units, effective as of the date the shares on deposit are withdrawn. 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 early retirement, as a percentage of the applicable restricted period.

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.

14. AMENDMENTS OF THE PLAN

The Plan may be terminated, modified, or amended by the Board of Directors of the Company. 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, the Committee may at any time terminate, modify, 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) materially increase the benefits accruing to Participants under the Plan; or

(iii) materially modify the requirements as to eligibility for participating in the Plan.

The Board of Directors shall have authority to cause the Company to take any action related to the Plan which may be required to comply with the provisions of the Securities Act of 1933, as amended, the 1934 Act, and the rules and regulations prescribed by the Securities and Exchange Commission. Any such action shall be at the expense of the Company.

No termination, modification, suspension, or amendment of the Plan shall alter or impair the rights of any Participant pursuant to a prior 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. NOTICE

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

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

Effective September 20, 1993
As Amended June 27, 1994
As Amended February 26, 1996

(effective as of August 10, 1994)

As Amended June 24, 1996
As Amended July 1, 2000

EXHIBIT 10.21

AGREEMENT

AGREEMENT, dated as of October 17, 1994, by and between General Mills, Inc. a Delaware corporation ("GMI") and CPC International Inc., a Delaware corporation ("CPC"), (GMI and CPC collectively, the "Parties").

WHEREAS, the Parties are conducting negotiations concerning a possible joint venture between them (the "Joint Venture") and, in connection with such negotiations and with the possible formation and operation of the Joint Venture, the Parties have requested access to certain confidential business information of each other.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and in consideration of each Party's disclosure of the above referenced confidential business information to the other Party (the scope and other terms of which disclosure are not governed by this instrument), the Parties hereto agree, with the intention of being legally bound, as follows:

1. Certain Definitions

(a) "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations, as currently in effect (the "Exchange Act Rules"), under the Securities Exchange Act of 1934, as amended, as currently in effect (the "Exchange Act").

(b) "Applicable Debt Security" shall mean any evidence of indebtedness (including notes and debentures) of either Party which is either (i) convertible into equity securities or (ii) not publicly traded.

(c) "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d-3 of the Exchange Act Rules, and, for the purposes of this Agreement, a Person shall have "Beneficial Ownership" of securities of which such Person is the Beneficial Owner.

(d) "Common Stock" shall mean the common stock of each of the Parties, "GMI Common Stock" shall mean the common stock $.10 par value of GMI and "CPC Common Stock" shall mean the common stock $.25 par value of CPC.

(e) "CPC Security" shall mean any equity security and any Applicable Debt Security of CPC, or right to acquire any such equity or Applicable Debt Security, including by purchase, conversion or exchange, including, but not limited to, CPC Common Stock and preferred stock and "GMI Security" shall mean any equity security and any Applicable Debt Security of GMI, or right to acquire any such equity or Applicable Debt Security,

including by purchase, conversion or exchange, including, but not limited to, GMI Common Stock and preferred stock.

(f) "Group" shall mean any partnership, limited partnership, Syndicate or other group within the meaning of Section 13(d)(3) of the Exchange Act.

(g) "Participant" shall have the meaning ascribed to such term in Regulation 14A of the Exchange Act Rules.

(h) "Person" shall mean any individual, firm, corporation, partnership, trust or other entity.

(i) "Proxies" shall have the meaning ascribed to such term in Regulation 14A of the Exchange Act Rules.

(j) "Solicitation" shall have the meaning ascribed to such term in Regulation 14A of the Exchange Act Rules.

(k) "Subsidiary" shall mean, with respect to any Person, any corporation which is controlled by such Person by ownership of securities or otherwise.

2. Representation and Warranty by each of the Parties

GMI represents and warrants to CPC that as of the date of this Agreement neither GMI nor any of its Affiliates or Associates, (other than employee benefit plans or pension trusts), is either the Beneficial Owner or has any control of any CPC Securities. CPC represents and warrants to GMI that as of the date of this Agreement neither CPC nor any of its Affiliates or Associates (other than employee benefit plans or pension trusts), is either the Beneficial Owner or has any control of any GMI Securities.

3. Certain Agreements by GMI

GMI covenants with CPC that, without the prior written consent of CPC, GMI and its Affliates and Associates, (other than employee benefit plans or pension trusts), singly or acting together, in concert, or as a Group with each other or any other Person, directly or indirectly through one or more intermediaries or otherwise, shall not:

(a) acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of, or become the Beneficial Owner of, or acquire an interest in, any CPC Securities or any of the assets of either CPC or Subsidiary of CPC except for sales of products in the ordinary course;

(b) (i) directly or indirectly solicit proxies or become a participant in a solicitation of proxies with respect to any matter presented to CPC's stockholders for the exercise of their voting rights, or (ii) engage in any course of conduct for the purpose of influencing or affecting the stockholders of CPC with respect to the exercise of their voting rights on any matter presented for a vote by CPC's stockholders;

(c) otherwise act to seek control of or to influence, the Board of Directors, management, policies or affairs of either CPC or any Subsidiary of CPC;

(d) publicly (or in a manner requiring CPC to disclose publicly) (i) propose any acquisition of any or all of the assets of CPC or any of its Subsidiaries, or any acquisition of any CPC Securities, or any merger, consolidation, business combination or similar trasaction with, or change of control of, CPC or any of its Subsidiaries or its or their assets,
(ii) make or propose a tender or exchange offer for any CPC Securities, (iii) propose or suggest the possiblity of any of the other actions set forth in this section 3, or (iv) propose any amendment to, or modification or waiver of, any provision of this Agreement;

(e) solicit, initiate, encourage, finance or assist any other Person, Persons or Group to take or seek to take any action which GMI is precluded hereunder from taking itself.

4. Certain Agreements by CPC

CPC covenants with GMI that, without the prior written consent of GMI, CPC and its Affiliates and Associates, (other than employee benefit plans or pension trust), singly or acting together, in concert, or as a Group with each other or any other Person, directly or indirectly through one or more intermediaries or otherwise, shall not:

(a) acquire, offer to acquire or agree to acquire, by purchase or otherwise, Beneficial Ownership of, or become the Beneficial Owner of, or acquire an interest in, any GMI Securities or any of the assets of either GMI or any Subsidiary of GMI except for sales of products in the ordinary course;

(b) (i) directly or indirectly solicit proxies or become a participant in a solicitation of proxies with respect to any matter presented to GMI's stockholders for the exercise of their voting rights, or (ii) engage in any course of conduct for the purpose of influencing or affecting the stockholders of GMI with respect to the exercise of their voting rights on any matter presented for a vote by GMI stockholders;

(c) otherwise act to seek control of or to influence, the Board of Directors, management, policies or affairs of either GMI or any Subsidiary of GMI;

(d) publicly (or in a manner requiring GMI to disclose publicly) (i) propose any acquisition of any or all of the assets of GMI or any of its Subsidiaries, or any acquisition of any GMI Securities, or any merger, consolidation, business combination or similar transaction with, or change of control of, GMI or any of its Subsidiaries or its or their assets,
(ii) make or propose a tender or exchange offer for any GMI Securities, (iii) propose or suggest the possibility of any of the other actions set forth in this section 4, or (iv) propose any amendment to, or modification or waiver of, any provision of this Agreement.

(e) solicit, initiate, encourage, finance or assist any other Person, Persons or Group to take or seek to take any action which CPC is precluded hereunder from taking itself.

5. Term of Agreement

The term of this Agreement shall be the longer of (a) ten (10) years from the last date on which both CPC and GMI have an interest in the Joint Venture, or (b) ten (10) years from the date of the termination of negotiations between the Parties with respect to the formation of the Joint Venture in the event no such Joint Venture results therefrom.

6. No Solicitation of Employees

Each party agrees that as of the date hereof and for the longer of (a) three years from the last date on which both Parties have an interest in the JV or (b) three years from the date of termination of unsuccessful negotiations between the Parties with respect to the formation of the JV, it shall not directly or indirectly, solicit for employment or hire any employee of the other Party or its Subsidiaries or Affiliates with whom such Party has had contact or who become known to such Party by reason of the JV or negotiations therefor; provided, however, than this provision shall not prevent either Party from employing any such person who contacts the Party on his or her own initiative without any direct or indirect solicitation or encouragement on the part of such Party.

7. Miscellaneous

(a) Applicable Law. This Agreement and the rights liabilities of the Parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed therein.

(b) Submission to Jurisdiction. Each of the Parties hereby agrees to submit to the exclusive jurisdiction of the Federal or State Courts in the

State of Delaware, in any legal action or proceeding relating to or arising out of this Agreement and all actions contemplated hereby. The Parties agree that service of process in any such legal action or proceeding in the manner provided in Section 7(e) hereof, in addition to any other means of service permitted by the laws and rules applicable to such court, shall be deemed valid service thereof.

(c) Specific Performance. Each Party agrees and acknowledges that in the event of any breach by it of the terms of this Agreement, the other Party would be irreparably harmed and could not be made whole by monetary damages. It is accordingly agreed that, in addition to any other remedy which may be available at law or in equity, specific performance of this Agreement and mandatory injunctive or other relief, including the divestiture of CPC Securities or GMI Securities (as the case may be) by the breaching Party, shall be remedies available under this Agreement, as may be necessary or appropriate to carry out the intent of the Parties with respect to this Agreement, in any action instituted in any court having subject matter jurisdiction thereof.

(d) Counterparts. This Agreement may be executed in any number of counterparts. Any single counterpart or set of counterparts signed by the Parties shall constitute a full and original Agreement for all purposes.

(e) Notices. In any case where any notice, service of process or other communication is required or permitted to be given hereunder, such notice, service of process or other communication shall be in writing and (i) personally delivered, (ii) sent by postage prepaid registered first class post (if inland) or airmail (if overseas) or (except for service of process) (iii) transmitted by telex, telecopy or cable (with postage prepaid confirmation) at the following addresses (or such other address as the Parties may designate from time to time to each other by due notice pursuant to this
Section 7 (e)):

If to GMI      General Mills, Inc.
               Number One General Mills Boulevard
               Minneapolis, Minnesota 55426
               Attention: General Counsel

If to CPC      CPC International Inc.
               Englewood Cliffs, New Jersey 07632
               Attention: General Counsel

(f) Successors. This Agreement shall be binding upon inure to the benefit of the Parties hereto and their respective directors, officers, legal representatives, attorneys, successors and assigns, including any Person who may succeed to the assets or business of either Party by way of a consolidation, merger, sale of substantially all of such Party's assets or purchase of substantially all of such Party's stock. This

Agreement shall not be assigned without the prior written consent of all of the Parties hereto.

(g) Entire Agreement.The terms and conditions contained herein constitute the entire agreement between the Parties relating to the subject matter of this Agreement and shall supersede all previous communications between the Parties with respect to the subject matter of this Agreement.

(h) Amendment. This Agreement may be varied, amended or extended only by the written agreement of the Parties through their duly authorized officers or representatives.

(i) Expenses. Each of the Parties shall pay its own legal and other costs, charges and expenses connected with this Agreement and the performance of their obligations hereunder.

(j) Severability. If any provision (or any part thereof) of this Agreement is held illegal or unenforceable in a judicial proceeding, such provision (or the affected part thereof) shall be severed from this Agreement to that extent and shall be inoperative so long as such judicial determination shall remain in effect, and the remainder of this Agreement shall otherwise remain binding on the Parties hereto, it being the intention of the parties, in the event any such provision is held illegal or unenforceable in part, that such provision be enforced to the fullest scope and extent permissible consistent with the original intent of such provision and the ruling of such judicial authority.

(k) Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

(l) No Waiver of Rights. No failure or delay on the part of any Party in the exercise of any power of right hereunder shall operate as a waiver thereof. No single or partial exercise of any right or power hereunder shall operate as a waiver of such right or power or of any other right or power. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach hereunder. All rights and remedies existing under this Agreement are cumulative with, and not exclusive of, any rights or remedies otherwise available.

(m) No Third-Party Rights. This Agreement shall not be deemed or construed in any way to result in the creation of any rights in any Person not a Party to this Agreement.

(n) Further Assurances. At the request of either Party hereto, the other Party hereto shall execute and deliver (and shall cause their Affiliates and Associates to execute and deliver) to such Party such other documents

and instruments as may be reasonably necessary to implement or evidence the foregoing.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the day and year fist written above.

Witness GENERAL MILLS, INC.

    /s/ Leslie Frecon                  By:     /s/ H. B. Atwater, Jr.
----------------------------------         ----------------------------------

                                       Its:
                                           ----------------------------------

Witness                                CPC INTERNATIONAL INC.


    /s/ Marjory A. Appel               By:  /s/ Charles R. Shoemate
----------------------------------         ----------------------------------

                                       Its: Chairman and Chief Executive Officer
                                           -------------------------------------

EXHIBIT 10.22

GENERAL MILLS, INC.

1998 SENIOR MANAGEMENT STOCK PLAN

As Amended Through July 1, 2000

GENERAL MILLS, INC.

1998 SENIOR MANAGEMENT STOCK PLAN

1. PURPOSE OF THE PLAN

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

2. EFFECTIVE DATE AND DURATION OF PLAN

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

3. ELIGIBLE PERSONS

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

4. AWARD TYPE

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

5. STOCK OPTION TERM AND TYPE

Stock Options granted under the Plan may be either Non-Qualified Stock Options governed by Section 83 of the Internal Revenue Code of 1986, as amended (the "Code") or Incentive Stock Options described in Section 422(b) of the Code. The term of any Stock Option granted under the Plan shall be determined by the Committee, provided that the term of a Non-Qualified Stock Option shall not exceed 10 years and one month and the term of an Incentive Stock Option shall not exceed 10 years.

The maximum number of shares that may be issued by Incentive Stock Options granted under the Plan is 15,000,000.

6. COMMON STOCK SUBJECT TO THE PLAN

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

(i) 12,600,000;

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

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

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

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

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

c) Adjustments for Corporate Transactions. The Committee may determine that a corporate transaction has occurred affecting the Common Stock such that an adjustment or adjustments to outstanding Stock Options is required to preserve (or prevent enlargement of) the benefits or potential benefits intended at the time of grant. For this purpose a corporate transaction includes, but is not limited to, any dividend or other distribution (whether in the form of cash, Common Stock, securities of a subsidiary of the Company, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction. In the event of such a corporate transaction, the Committee may, in such manner as the Committee deems equitable, adjust (i) the number and kind of shares which may

be awarded under the Plan; (ii) the number and kind of shares subject to outstanding Stock Options; and (iii) the exercise price of outstanding Stock Options.

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

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

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

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

7. EXERCISE OF STOCK OPTIONS

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

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

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

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

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

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

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

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

8. TRANSFERABILITY OF STOCK OPTIONS

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

9. TAXES

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

10. CHANGE OF CONTROL

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

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

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

other Stock Options shall be forfeited as of the date of 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. With respect to outstanding Stock Options which, as of the date of death, are not yet exercisable, any such Stock Option 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

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