GIS 1995 10-K

<IMS-DOCUMENT>0000040704-95-000016.txt : 19950817 <IMS-HEADER>0000040704-95-000016.hdr.sgml : 19950817 ACCESSION NUMBER: 0000040704-95-000016 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 19950528 FILED AS OF DATE: 19950816 SROS: CSX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTRAL INDEX KEY: STANDARD INDUSTRIAL CLASSIFICATION: 0] IRS NUMBER: STATE OF INCORPORATION: FISCAL YEAR END: FILING VALUES: FORM TYPE: SEC ACT: SEC FILE NUMBER: FILM NUMBER: BUSINESS ADDRESS: STREET 1: CITY: STATE: ZIP: BUSINESS PHONE: MAIL ADDRESS: STREET 1: CITY: STATE: ZIP: </IMS-HEADER> <DOCUMENT> <TYPE>10-K <SEQUENCE>1 <DESCRIPTION>1995 FORM 10-K <TEXT> 10-K 1934 Act 001-01185 95564645 NUMBER ONE GENERAL MILLS BLVD MINNEAPOLIS MN 55426 6125402311 P O BOX 1113 MINNEAPOLIS MN 55440 410274440 DE 0525 GENERAL MILLS INC 0000040704 GRAIN MILL PRODUCTS [204

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended May 28, 1995

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from .............. to ............. Commission File Number 1-1185 GENERAL MILLS, INC. (Exact name of registrant as specified in its charter) Delaware 41-0274440 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Number One General Mills Boulevard Minneapolis, MN 55426 (Mail: P.O. Box 1113) (Mail: 55440) (Address of principal executive offices) (Zip Code) (612) 540-2311 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock, $.10 par value New York Stock Exchange Chicago Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by Reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Aggregate market value of Common Stock held by nonaffiliates of the Registrant, based on the closing price of $52.375 per share as reported on the New York Stock Exchange on July 20, 1995: $8,297.9 million. Number of shares of Common Stock outstanding as of July 20, 1995: 158,433,123 (excluding 45,720,209 shares held in the treasury). DOCUMENTS INCORPORATED BY REFERENCE Portions of Registrant's Proxy Statement dated August 14, 1995 are incorporated by reference into Part III, and portions of Registrant's 1995 Annual Report to Stockholders are incorporated by reference into Parts I, II and IV. PART I

Item 1. Business. General Mills, Inc. was incorporated in Delaware in 1928. The Company is engaged in the manufacture and marketing of consumer foods products. The terms "General Mills," "Company" and "Registrant" mean General Mills, Inc. and its subsidiaries unless the context indicates otherwise. On May 18, 1995, the Company sold its Gorton's division. Gorton's is a leading marketer of frozen and canned seafood products to the grocery and food service markets in the United States and Canada. On May 28, 1995, the Company made a tax-free, pro rata distribution of the shares of Darden Restaurants, Inc., a newly established subsidiary containing the Company's restaurant business, to the stockholders of General Mills, Inc. The divested restaurant business includes Red Lobster full-service seafood restaurants in the United States and Canada, The Olive Garden full-service Italian restaurants in the United States and Canada, and China Coast, a new Chinese restaurant concept. As a result of the sale of Gorton's and the distribution of Darden, the Company's consolidated financial statements for fiscal 1995 treat Gorton's and the Restaurant business as discontinued operations, and prior years' consolidated financial statements have been restated accordingly. See Note Two to Consolidated Financial Statements appearing on page 20 in the Company's 1995 Annual Report to Stockholders, incorporated herein by reference. The Company is a leading producer of packaged consumer foods and markets its packaged food products primarily through its own sales organizations, supported by advertising and other promotional activities. Such products are primarily distributed directly to retail food chains, cooperatives, membership stores and wholesalers. Certain food products, such as yogurt and some food service products, are sold through distributors and brokers. The packaged consumer foods market is highly competitive, with numerous competitors of varying sizes. The principal methods of competition include product quality, advertising, promotion and price. In most of its consumer foods lines, described below, General Mills competes not only with other widely advertised branded products, but also with generic products and private label products, which are generally distributed at lower prices. Cereals. General Mills produces and sells a number of ready-to-eat cereals, including such brands as: CHEERIOS, HONEY NUT CHEERIOS, APPLE CINNAMON CHEERIOS, MULTI-GRAIN CHEERIOS, WHEATIES, WHEATIES HONEY GOLD, LUCKY CHARMS, CORN TOTAL, WHEAT TOTAL, TRIX, GOLDEN GRAHAMS, KIX, BERRY BERRY KIX, FIBER ONE, COCOA PUFFS, CRISPY WHEATS 'N RAISINS, CINNAMON TOAST CRUNCH, CLUSTERS, RAISIN NUT BRAN, TOTAL RAISIN BRAN, OATMEAL CRISP, TRIPLES and BASIC 4. In fiscal 1995, the Company introduced REESE'S PEANUT BUTTER PUFFS and SUN CRUNCHERS. Desserts, Flour and Baking Mixes. General Mills makes and sells a line of dessert mixes under the BETTY CROCKER

trademark, including SUPERMOIST layer cakes, CREAMY DELUXE and WHIPPED DELUXE ready-to-spread frostings, SUPREME BROWNIE MIX, SUPREME DESSERT BARS, muffin mixes, CREAMY CHILLED DESSERTS and a new line, SWEET REWARDS fat-free snack cake mixes. The Company markets a variety of baking mixes under the BISQUICK trademark, sells pouch mixes under the GOLD MEDAL name and produces family flour under the GOLD MEDAL brand, introduced in 1880, and regional brands such as LA PINA, ROBIN HOOD and RED BAND. The Company also engages in grain merchandising, produces ingredient flour for internal requirements and sells flour to bakery, foodservice and manufacturing markets. Dinner and Side Dish Products. General Mills manufactures a line of BETTY CROCKER dry packaged dinner mixes under the HAMBURGER HELPER, TUNA HELPER, and SKILLET CHICKEN HELPER trademarks, and in June, 1995 introduced DINNER SENSATIONS, a high value-added packaged dinner product. Also under the BETTY CROCKER trademark, the Company sells POTATO BUDS instant mashed potatoes, POTATO SHAKERS flavorings and other potato and pasta specialty mixes, such as SUDDENLY SALAD and BETTY CROCKER au gratin and scalloped potatoes. The Company also sells BAC*O'S garnish and salad topping. Snack Products and Beverages. General Mills markets POP SECRET and HBO microwave popcorn; a line of grain snacks including NATURE VALLEY GRANOLA BARS, DUNKAROOS, and a new lowfat chewy granola bar; a line of fruit snacks including FRUIT ROLL-UPS, FRUIT BY THE FOOT, GUSHERS, FRUIT STRING THING, BUGS BUNNY and TASMANIAN DEVIL; a line of fat-free snack bars under the name SWEET REWARDS and a savory snack marketed under the name BUGLES. The Company also produces and sells a line of single-serving fruit juice drinks marketed under the SQUEEZIT trademark and SQUEEZIT 100, a 100% juice beverage. Yogurt Products. Yoplait USA manufactures and sells a line of yogurt, including YOPLAIT ORIGINAL, YOPLAIT LIGHT, CUSTARD STYLE, LIGHT CUSTARD STYLE, FAT FREE FRUIT ON THE BOTTOM, TRIX, a layered yogurt for children, YOPLAIT FRUIT ROLL-UPS, a children's yogurt with a soft core of fruit, YOPLAIT CRUNCH 'N YOGURT and YOPLAIT LIGHT CRUNCH 'N YOGURT, a lowfat yogurt with an overcap of crunchy toppings. Yoplait USA also markets soft frozen yogurt in food service channels and hardpack frozen yogurt and novelties under a licensing arrangement. The Colombo yogurt business, acquired in December 1993, manufactures and sells a variety of refrigerated cup yogurt, soft frozen yogurt, and superpremium hardpack frozen yogurt products under the COLOMBO brand name. International Food Operations. General Mills Canada, Inc. manufactures and sells food products in Canada, including BIG G ready-to-eat cereals, BETTY CROCKER dessert, baking and packaged dinner mixes and snacks. The Company also has an interest in a Latin American flour milling and food operation, licenses food products for manufacture in Europe and the Asia/Pacific region, and exports flour and packaged products throughout the world.

International Dessert Partners L.L.C. ("IDP"), the Company's joint venture with CPC International Inc., will manufacture and sell baking mixes and desserts in Latin America under a joint venture agreement executed in December 1994. The Company has a 50% equity interest in IDP. See Note Four to Consolidated Financial Statements appearing on page 21 of the Company's 1995 Annual Report to Stockholders, incorporated herein by reference. Cereal Partners Worldwide ("CPW"), the Company's joint venture with Nestle, S.A. through various entities, competes in more than 40 countries and republics, including, most recently, Poland and Hong Kong. The following products under the umbrella NESTLE trademark were marketed in fiscal 1995: TRIO, CLUSTERS, NESQUICK, MULTI-CHEERIOS, HONEY NUT CHEERIOS, GOLDEN GRAHAMS, CINI MINIS, CHOCAPIC, TRIX, SHREDDED WHEAT, SHREDDIES, COUNTRY CORN FLAKES, APPLE PUFFS, HONEY STARS and KOKO KRUNCH. The Company has a 50% equity interest in CPW. See Note Four to Consolidated Financial Statements appearing on page 21 of the Company's 1995 Annual Report to Stockholders, incorporated herein by reference. Snack Ventures Europe ("SVE"), the Company's joint venture with PepsiCo, Inc., manufactures and sells snack foods in Holland, France, Belgium, Spain, Portugal, Greece, and Italy, and late in fiscal 1995 began expansion into Estonia, Hungary, Russia and Slovakia. The Company has a 40.5% equity interest in SVE. See Note Four to Consolidated Financial Statements appearing on page 21 of the Company's 1995 Annual Report to Stockholders, incorporated herein by reference. Foodservice. The Foodservice division markets General Mills branded baking mixes, cereals, snacks and custom products to the commercial and non-commercial sectors, including airlines, schools, restaurants and food management companies. General Trademarks and Patents. The Company's products are marketed and businesses operated under trademarks and service marks owned by or licensed to the Company. Trademarks and service marks are vital to the Company's business. The most significant trademarks and service marks of the Company are contained in the business segment discussions above. The Company considers that, taken as a whole, the rights under its various patents, which expire from time to time, are a valuable asset, but the Company does not believe that its businesses are materially dependent upon any single patent or group of related patents. Outside its joint venture activities, the Company's activities under licenses or other franchises or concessions are not material. Raw Materials and Supplies. The principal raw materials used by General Mills are cereal grains, sugar, fruits, other agricultural products, vegetable oils, and plastic and

paper for packaging materials. Although General Mills has some long-term contracts, the bulk of such raw materials are purchased on the open market. Although prices of most raw materials will probably increase over the long term, General Mills believes that it will be able to obtain an adequate supply of such raw materials. Occasionally and where possible, General Mills makes advance purchases of commodities significant to its business in order to ensure continuity of operations. The Company's objective is to procure ingredients meeting both the Company's quality standards and its production needs at the lowest total costs to the Company. The Company's strategy is to buy these ingredients at price levels which allow a targeted profit margin. Since ingredients generally represent the largest variable cost in manufacturing the Company's products, to the extent possible, the Company hedges the risk associated with adverse price movements of grains and vegetable oils using exchange-traded futures and options and forward cash contracts. These tools enable the Company to manage the related commodity price risk over periods of time that exceed the period of time in which the physical commodity is available. Sugar is not hedged since there is no viable derivative market that meets the Company's needs. Accordingly, the Company uses hedging to mitigate the risks associated with adverse price movements and not to speculate in the marketplace. See also Note Seven to Consolidated Financial Statements appearing on page 22 of the Company's 1995 Annual Report to Stockholders, incorporated herein by reference. Capital Expenditures. During the three fiscal years ended May 28, 1995, General Mills expended $687 million for capital expenditures, not including the cost of acquired companies. The Company expects to spend approximately $170 million for such purposes in fiscal 1996. Research and Development. The main research and development facilities are located at the James Ford Bell Technical Center in Golden Valley (suburban Minneapolis), Minnesota. With a staff of approximately 750, the Center is responsible for most of the food research for the Company. Approximately one-half of the staff hold degrees in various chemical, biological and engineering sciences. Research and development expenditures (all Company-sponsored) amounted to $59.8 million in fiscal 1995, $59.1 million in fiscal 1994 and $55.7 million in fiscal 1993. General Mills' research and development resources are focused on new product development, product improvement, process design and improvement, packaging and exploratory research in new business areas. Employees. At May 28, 1995, General approximately 9,900 employees. Mills had

Environmental Matters. As of June 30, 1995, the Company has received notices advising it that there have been releases or threatened releases of hazardous substances or wastes at 11 sites, and alleging that the Company is potentially responsible for cleaning up those sites and/or paying certain costs in connection with those sites. These

matters involve several different procedural contexts, including litigation initiated by governmental authorities and/or private parties, administrative proceedings commenced by regulatory agencies, and demand letters issued by regulatory agencies and/or private parties. The Company recognizes that its potential exposure with respect to any of these sites may be joint and several, but has concluded that its probable aggregate exposure is not material. This conclusion is based upon, among other things, the Company's payments and/or accruals with respect to each site; the number, ranking, and financial strength of other potentially responsible parties identified at each of the sites; the status of the proceedings, including various settlement agreements, consent decrees or court orders; allocations of volumetric waste contributions and allocations of relative responsibility among potentially responsible parties developed by regulatory agencies and by private parties; remediation cost estimates prepared by governmental authorities or private technical consultants; and the Company's historical experience in negotiating and settling disputes with respect to similar sites. Based on current facts and circumstances, General Mills believes that neither the results of these proceedings nor its compliance in general with environmental laws or regulations will have a material effect upon the capital expenditures, earnings or competitive position of the Company. Segment Information. Reporting financial information relating to industry segments of General Mills was discontinued as of May 28, 1995 with the distribution of the restaurant business. For a description of the distribution, see Note Two to Consolidated Financial Statements appearing on page 20 of the Company's 1995 Annual Report to Stockholders, incorporated herein by reference. Geographic financial information is found in Note Eighteen to Consolidated Financial Statements appearing on page 29 of the Company's 1995 Annual Report to Stockholders, incorporated herein by reference. Executive Officers of the Registrant The executive officers of the Company, together with their ages and business experience, are set forth below. Dean Belbas, age 63, is Senior Vice President, Investor Relations. Mr. Belbas joined General Mills in 1956, was elected Vice President in 1977 and was elected Senior Vice President in 1995. Edward K. Bixby, age 59, is Senior Vice President; President, Consumer Foods Sales and Distribution, with additional responsibility for Foodservice. Mr. Bixby joined the Company in 1958 and served as General Manager of several Consumer Foods divisions. Mr. Bixby was elected Senior Vice President, General Manager, Grocery Products Sales Division in 1987, named President, Consumer Foods Sales in 1989 and named to his present position in 1994.

Michael E. Cushmore, age 55, is Senior Vice President; President, Gold Medal, a division that includes Gold Medal and other family flour, Bisquick baking mix and Betty Crocker desserts and baking mixes. Mr. Cushmore joined the Company in 1966 and was named Vice President, General Manager for the Northstar Division in 1983, Chairman of Leeann Chin's, Inc. in 1985 and Vice President, General Manager for the Betty Crocker Division in 1987. He was elected to his present position in 1993. Randy G. Darcy, age 44, is Senior Vice President, Operations. Mr. Darcy joined the Company in 1987 and was named Vice President, Director of Manufacturing, Technology and Operations in 1989 and named to his present position in 1994. Jon L. Finley, age 41, is Senior Vice President, New Business. Mr. Finley joined the Company in 1983 and was named President, Yoplait USA in 1991, appointed a Vice President of the Company in 1991, named President of China Coast in 1992 and was elected Senior Vice President and named to his present position in 1994. Leslie M. Frecon, age 42, is Senior Vice President, Corporate Finance. Ms. Frecon joined the Company in 1981 as Manager of Acquisitions and was named Director of Acquisitions in 1983, Controller of Foodservice in 1989 and Controller of Sperry in 1991. She was named a Vice President of the Company in 1991 and was elected to her present position in 1993. Charles W. Gaillard, age 54, is President, and has been a director of the Company since 1993. Mr. Gaillard joined the Company in 1966, became General Manager of the Golden Valley Division and was appointed a Vice President in 1977. He was appointed General Manager of the Big G Division in 1979, was elected a Senior Vice President in 1985, was named Senior Vice President, International Foods in 1988, was elected Executive Vice President and President and Chief Executive Officer of CPW, S.A. in 1989 and elected Vice Chairman in 1993. He was elected to his present position in 1995. Stephen J. Garthwaite, age 51, is Senior Vice President, Innovation and Technology. Mr. Garthwaite joined the Company in 1982 as Vice President, Director of Corporate Research and was named Vice President, Research and Development for the Betty Crocker Division in 1986. He assumed the position of Vice President, Research and Development for Consumer Foods in 1987, was elected Senior Vice President, Research and Development in 1989, was named Senior Vice President, Technology and Operations in 1990 and was named to his present position in 1994. Siri S. Marshall, age 47, is Senior Vice President, General Counsel and Secretary. Ms. Marshall joined the Company in this position in 1994 from Avon Products, Inc. where she held the positions of Senior Vice President, General Counsel and Secretary from 1992 to 1994 and Vice President-Legal and Government Affairs and Secretary from 1990 to 1992.

David D. Murphy, age 43, is Senior Vice President; President, General Mills Canada and International Foods. Mr. Murphy joined the Company in 1976, was appointed Vice President of Marketing Services in 1986 and subsequently Vice President, General Manager of the Minnetonka Division in 1988. He assumed overall responsibility for Betty Crocker Products in 1989, when the Minnetonka and Betty Crocker Divisions were merged. He was elected a Senior Vice President in 1991, named President of the Big G Division in 1992 and named President of General Mills Canada and International Foods in 1993. Michael Personnel. 1991 from Personnel, to 1991. A. Peel, age 45, is Senior Vice President, Mr. Peel joined the Company in this position in PepsiCo, Inc. where he was Senior Vice President, responsible for PepsiCo Worldwide Foods from 1987

Gary M. Rodkin, age 43, is Senior Vice President; President, Yoplait USA. Mr. Rodkin joined the Company in 1979 and was named Vice President, Director of Marketing and Sales, Sperry Division in 1988, Vice President, General Manager, Grain Snacks and Beverages in 1989, President, General Mills New Ventures in 1989, President, Yoplait USA in 1992 and was elected to his present position in 1994. Jeffrey J. Rotsch, age 45, is Senior Vice President; President, Big G. Mr. Rotsch joined the Company in 1974 and was named Vice President, Director of Marketing for the Betty Crocker Division in 1987, Vice President, General Manager for Betty Crocker main meals and side dishes in 1989, elected Senior Vice President in 1993 and named to his present position in 1994. Stephen W. Sanger, age 49, was named Chairman of the Board and Chief Executive Officer effective May 28, 1995. He has been a director of the Company since 1992. Mr. Sanger joined the Company in 1974 and was named Vice President, General Manager of the Northstar Division in 1983. He was appointed Vice President, General Manager of New Business Development in 1986, President of Yoplait USA in 1986, President of the Big G Division in 1988, elected Senior Vice President in 1989, Executive Vice President in 1991, Vice Chairman in 1992 and President in 1993. Austin P. Sullivan, Jr., age 55, is Senior Vice President, Corporate Relations. Mr. Sullivan joined the Company in 1976, was named a Vice President in 1978, named Director of Public Affairs in 1979 and assumed responsibility for Corporate Communications in 1993. He was named to his present position in 1994. Kenneth L. Thome, age 47, is Senior Vice President, Financial Operations. Mr. Thome joined the Company in 1969 and was named Vice President, Controller for Convenience and International Foods Group in 1985, Vice President, Controller for International Foods in 1989, Vice President, Director of Information Systems in 1991 and was elected to his present position in 1993.

Item 2. Properties. The Company's principal executive offices and main research laboratory are Company-owned and located in the Minneapolis, Minnesota metropolitan area. General Mills operates numerous manufacturing facilities and maintains many sales and administrative offices and warehouses, mainly in the United States. Other facilities are also operated in Canada. General Mills operates ten major consumer foods plants for the production of cereal products, prepared mixes, convenience foods and other food products. These facilities are located at Albuquerque, New Mexico; Buffalo, New York; Cedar Rapids, Iowa; Chicago, Illinois area (3); Covington, Georgia; Lodi, California; Toledo, Ohio; and Etobicoke, Canada. The Company owns seven flour mills located at Avon, Iowa; Buffalo, New York; Great Falls, Montana; Johnson City, Tennessee; Kansas City, Missouri; Vallejo, California; and Vernon, California. The Company operates seven terminal grain elevators and has country grain elevators in 25 locations, primarily in Idaho and Montana. General Mills also has eight other food and beverage production facilities with total floor space of approximately 555,000 square feet, including 231,000 square feet of leased space. General Mills also owns or leases warehouse space aggregating approximately 6,014,000 square feet, of which approximately 3,846,000 square feet are leased. A number of sales and administrative offices are maintained in the United States and Canada, totaling 1,687,000 square feet. Item 3. Legal Proceedings. In management's opinion, there were no claims or litigation pending at May 28, 1995, the outcome of which could have a significant effect on the consolidated financial position of General Mills, Inc. and its subsidiaries. See the information contained under the section entitled "Environmental Matters," supra, for a discussion of environmental matters in which the Company is involved. Item 4. Submission of Matters to a Vote of Security Holders. - Not applicable. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. The information relating to the market prices and dividends of the Company's common stock contained in Note Nineteen to Consolidated Financial Statements appearing on page 29 of Registrant's 1995 Annual Report to Stockholders is incorporated herein by reference. As of July 20, 1995, the number of record holders of common stock was 44,925. The Company's common stock ($.10 par value) is listed on the New York and Chicago Stock Exchanges.

Item 6. Selected Financial Data. The information for fiscal years 1991 through 1995 contained in the Eleven-Year Financial Summary on page 30 of Registrant's 1995 Annual Report to Stockholders is incorporated herein by reference. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. The information set forth in the section entitled "Management's Discussion of Results of Operations and Financial Condition" on pages 13 through 15 of Registrant's 1995 Annual Report to Stockholders is incorporated herein by reference. Item 8. Financial Statements and Supplementary Data. The information on pages 16 through 29 of Registrant's 1995 Annual Report to Stockholders is incorporated herein by reference. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. - Not applicable. PART III Item 10. Directors and Executive Officers of the Registrant. The information contained in the sections entitled "Information Concerning Nominees" and "Compliance with Section 16(a) of the Securities Exchange Act of 1934" contained in Registrant's definitive proxy materials dated August 14, 1995 is incorporated herein by reference. Item 11. Executive Compensation. The information contained on pages 22 through 28 of Registrant's definitive proxy materials dated August 14, 1995 is incorporated herein by reference. The information appearing under the heading "Report of Compensation Committee on Executive Compensation" is not incorporated herein. Item 12. Security Ownership of Certain Beneficial Owners and Management. The information contained in the section entitled "Share Ownership of Directors and Executive Officers" contained in Registrant's definitive proxy materials dated August 14, 1995 is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions. - Not applicable. The Company's Annual Report on Form 10-K for the fiscal year ended May 28, 1995, at the time of its filing with the Securities and Exchange Commission, shall modify and supersede all prior documents filed pursuant to Sections 13, 14 and 15(d) of the 1934 Act for purposes of any offers or sales of any securities after the date of such filing pursuant to any Registration Statement or Prospectus filed pursuant to the Securities Act of 1933 which incorporates by reference such Annual Report on Form 10-K.

AUDITORS' REPORT The Stockholders and the Board of Directors General Mills, Inc.: Under date of June 27, 1995, we reported on the consolidated balance sheets of General Mills, Inc. and subsidiaries as of May 28, 1995 and May 29, 1994 and the related consolidated statements of earnings and cash flows for each of the fiscal years in the three-year period ended May 28, 1995, as contained in the 1995 annual report to stockholders. These consolidated financial statements and our report thereon are incorporated by reference in the annual report on Form 10-K for the fiscal year ended May 28, 1995. In connection with our audits of the aforementioned consolidated financial statements, we have also audited the related financial statement schedule as listed in the accompanying index. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. Our report covering the basic consolidated financial statements refers to changes in the method of accounting for investments in debt and equity securities in fiscal 1995 and postemployment benefits and income taxes in fiscal 1994. . KPMG Peat Marwick LLP Minneapolis, Minnesota June 27, 1995

AUDITORS' CONSENT The Board of Directors General Mills, Inc.: We consent to incorporation by reference in the Registration Statements (Nos. 2-49637, and 33-56032) on Form S-3 and Registration Statements (Nos. 2-13460, 2-53523, 266320, 2-91987, 2-95574, 33-24504, 33-27628, 33-32059, 3336892, 33-36893, and 33-50337) on Form S-8 of General Mills, Inc. of our reports dated June 27, 1995, relating to the consolidated balance sheets of General Mills, Inc. and subsidiaries as of May 28, 1995 and May 29, 1994 and the related consolidated statements of earnings, cash flows and related financial statement schedule for each of the fiscal years in the three-year period ended May 28, 1995, which reports are included or incorporated by reference in the May 28, 1995 annual report on Form 10-K of General Mills, Inc. Our report covering the basic consolidated financial

statements refers to changes in the method of accounting for investments in debt and equity securities in fiscal 1995 and postemployment benefits and income taxes in fiscal 1994. KPMG Peat Marwick LLP Minneapolis, Minnesota August 16, 1995 PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) 1. Financial Statements: Consolidated Statements of Earnings for the Fiscal Years Ended May 28, 1995, May 29, 1994 and May 30, 1993 (incorporated herein by reference to page 17 of the Registrant's 1995 Annual Report to Stockholders). Consolidated Balance Sheets at May 28, 1995 and May 29, 1994 (incorporated herein by reference to page 18 of the Registrant's 1995 Annual Report to Stockholders). Consolidated Statements of Cash Flows for the Fiscal Years Ended May 28, 1995, May 29, 1994 and May 30, 1993 (incorporated herein by reference to page 19 of the Registrant's 1995 Annual Report to Stockholders). Notes to Consolidated Financial Statements (incorporated herein by reference to pages 20 through 29 of the Registrant's 1995 Annual Report to Stockholders). 2. Financial Statement Schedules:

For the Fiscal Years Ended May 28, 1995, May 29, 1994 and May 30, 1993: II 3. Valuation and Qualifying Accounts

Exhibits: 3.1 - Copy of Registrant's Restated Certificate of Incorporation, as amended to date. 3.2 - Copy of Registrant's By-Laws, as amended to date. 4 - Copy of Indenture between Registrant and Continental Illinois National Bank and Trust Company of Chicago, as amended to date by Supplemental Indentures Nos. 1 through 8 (incorporated herein by reference to Exhibit 4 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1992 and to Exhibit 4(b) to Registrant's Current Report on Form 8-K filed January 8, 1993). *10.1 - Copy of Stock Option and Long-Term Incentive Plan of 1988, as amended to date (incorporated herein by reference to Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the fiscal year

ended May 29, 1994). *10.2 - Copy of Stock Option and Long-Term Incentive Plan of 1984, as amended to date (incorporated herein by reference to Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 1994). 10.3 - Distribution Agreement with Darden Restaurants, Inc. dated May 12, 1995 (incorporated herein by reference to Exhibit 2 to Registrant's Transition Report on Form 8-K dated May 28, 1995). *10.4 - Copy of Executive Incentive Plan, as amended to date. *10.5 - Copy of Management Continuity Agreement, as amended to date (incorporated herein by reference to Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 1994). *10.6 - Copy of Supplemental Retirement Plan, as amended to date (incorporated herein by reference to Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 1994). *10.7 - Copy of Executive Survivor Income Plan, as amended to date (incorporated herein by reference to Exhibit 10.8 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 26, 1991). *10.8 - Copy of Executive Health Plan, as amended to date (incorporated herein by reference to Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 26, 1991). *10.9 - Copy of Supplementa Savings Plan, as amended to date (incorporated herein by reference to Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 1994). 10.10 - Copy of Compensation Plan for Non-Employee Directors, as amended to date (incorporated herein by reference to Exhibit 10.10 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 31, 1992). 10.11 - Copy of Retirement Plan for Non-Employee Directors, as amended to date (incorporated herein by reference to Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 30, 1993). *10.12 - Copy of Deferred Compensation Plan, as amended to date. *10.13 - Copy of Supplemental Benefits Trust Agreement dated February 9, 1987, as amended and restated as of September 26, 1988 (incorporated herein by reference to Exhibit 10.13 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 1994). *10.14 - Copy of Supplemental Benefits Trust Agreement dated September 26, 1988 (incorporated herein by reference to Exhibit 10.14 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 1994). 10.15 - Agreements dated November 29, 1989 by and between General Mills, Inc. and Nestle, S.A. 10.16 - Copy of Protocol and Addendum No. 1 to Protocol of Cereal Partners Worldwide (incorporated herein by reference to Exhibit 10.17 to Registrant's Annual Report on Form 10-K for

the fiscal year ended May 26, 1991). 10.17 - Copy of Stock Plan for Non-Employee Directors, as amended to date. *10.18 - Copy of 1990 Salary Replacement Stock Option Plan, as amended to date (incorporated herein by reference to Exhibit 10.18 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 1994). 10.19 - Copy of Addendum No. 2 dated March 16, 1993 to Protocol of Cereal Partners Worldwide (incorporated herein by reference to Exhibit 10.19 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 30, 1993). 10.20 - Copy of Agreement dated July 31, 1992 by and between General Mills, Inc. and PepsiCo, Inc. (incorporated herein by reference to Exhibit 10.20 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 30, 1993). *10.21 - Copy of Stock Option and Long-Term Incentive Plan of 1993, as amended to date (incorporated herein by reference to Exhibit 10.21 to Registrant's Annual Report on Form 10-K for the fiscal year ended May 29, 1994). 10.22 - Standstill Agreement with CPC International, Inc. dated October 17, 1994 (incorporated herein by reference to Exhibit 10(a) to Registrant's Quarterly Report on Form 10-Q for the period ended February 26, 1995. 10.23 - Copy of Addendum No. 3 effective as of March 15, 1993 to Protocol of Cereal Partners Worldwide (incorporated herein by reference to Exhibit 10(b) to Registrant's Quarterly Report on Form 10-Q for the period ended February 26, 1995). 11 - Statement of Determination of Common Shares and Common Share Equivalents (contained on page 15 of this Report). 12 - Statement of Ratio of Earnings to Fixed Charges (contained on page 16 of this Report). 13 - 1995 Annual Report to Stockholders (only those portions expressly incorporated by reference herein shall be deemed filed with the Commission). 21 - List of Subsidiarie of General Mills, Inc. 23 - Consent of KPMG Peat Marwick LLP (contained on page 8 of this Report). * Items that are management contracts or compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K. (b) Reports on Form 8-K. - Not applicable.

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the

Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GENERAL MILLS, INC. Dated: August 16, 1995 By: /s/ S. S. MARSHALL S. S. Marshall Senior Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature /s/ R.M. BRESSLER (Richard M. Bressler) /s/ L. DE SIMONE (Livio D. DeSimone) /s/ W.T. ESREY (William T. Esrey) /s/ C. W. GAILLARD (Charles W. Gaillard) /s/ JUDITH R. HOPE (Judith R. Hope) /s/ KENNETH MACKE (Kenneth A. Macke) /s/ GEORGE PUTNAM (George Putnam) /s/ M.D. ROSE (Michael D. Rose) Title Director Date August 2, 1995

Director

August 3, 1995

Director

August 3, 1995

Director, President Director

August 9, 1995

August 7, 1995

Director

August 2, 1995

Director

August 2, 1995

Director

August 3, 1995

/s/ S. W. SANGER (Stephen W. Sanger) /s/ A. MICHAEL SPENCE (A. Michael Spence)

Chairman of the Board and Chief Executive Officer Director

August 7, 1995

August 2, 1995

/s/ D. A. TERRELL (Dorothy A. Terrell) /s/ C. ANGUS WURTELE (C. Angus Wurtele) /s/ KENNETH L. THOME (Kenneth L. Thome)

Director

August 4, 1995

Director

August 3, 1995

Senior Vice President, August 9, 1995 Financial Operations (Principal Accounting Officer)

<TABLE> GENERAL MILLS, INC. AND SUBSIDIARIES SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (in millions) <CAPTION> Column A Column B Column C Column D Column E Additions Balance at charged to Deductions Balance beginning costs and from at end of of period expenses reserves period

Description Allowance for possible losses on accounts receivable: <S> Year ended May 28, 1995 Total Year ended May 29, 1994 Total Year ended May 30, 1993 Total <FN> Notes:

<C> $3.6 $3.6 $3.5 $3.5 $5.6 $5.6

<C> $1.0 $1.0 $ .9 $ .9 $1.2 $1.2

<C> $ .8 (a) (.3)(b) $ .5 $1.0 (a) (.2)(b) $ .8 $2.4 (a) .9 (b) $3.3

<C> $4.1 $4.1 $3.6 $3.6 $3.5 $3.5

(a) Bad debt write-offs. (b) Other adjustments and reclassifications. </FN> </TABLE> <PAGE> EXHIBIT 11 GENERAL MILLS, INC. STATEMENT OF DETERMINATION OF COMMON SHARES AND COMMON SHARE EQUIVALENTS (in millions)

Weighted average number of common shares and common share equivalents assumed outstanding For the Fiscal Years Ended May 28, 1995 May 29, 1994 May 30, 1993 Weighted average number of common shares outstanding, excluding common stock held in treasury (a) Common share equivalents resulting from the assumed exercise of certain stock options (b) Total common shares and common share equivalents Notes: (a) Computed as the weighted average net shares outstanding on stock-exchange trading days. (b) Common share equivalents are computed by the "treasury stock" method. This method first determines the number of shares issuable under stock options that had an option price below the average market price for the period, and then deducts the number of shares that could have been repurchased with the proceeds of options exercised. * Common share equivalents are not material. As a result, earnings per share have been computed using the weighted average of common shares outstanding of 158.0 million, 159.1 million and 163.1 million for fiscal 1995, 1994 and 1993, respectively. <PAGE> EXHIBIT 12 GENERAL MILLS, INC. RATIO OF EARNINGS TO FIXED CHARGES May 28, 1995 Ratio of Earnings to Fixed Charges. . . . . 4.10 Fiscal Year Ended May 29, May 30, May 31, 1994 1993 1992 6.18 8.62 9.28 May 26, 1991 8.06

158.0

159.1

163.1

2.1 * 160.1

2.4 * 161.5

3.3 * 166.4

For purposes of computing the ratio of earnings to fixed charges, earnings represent pretax income from continuing operations plus fixed charges (net of capitalized interest). Fixed charges represent interest (whether expensed or capitalized) and one-third (the proportion deemed representative of the interest factor) of rents of continuing operations. <PAGE> EXHIBIT INDEX

- Copy of Registrant's Restated Certificate of Incorporation, as amended to date. 3.2 - Copy of Registrant's By-Laws, as amended to date. 10.4 - Copy of Executive Incentive Plan, as amended to date. 10.12 - Copy of Deferred Compensation Plan, as amended to date. 10.15 - Copy of Agreements dated November 29, 1989 by and between General Mills, Inc. and Nestle, S.A. 10.17 - Copy of Stock Plan for Non-Employee Directors, as amended to date. 11 - Statement of Determination of Common Shares and Common Share Equivalents. 12 - Statement of Ratio of Earnings to Fixed Charges. 13 - 1995 Annual Report to Stockholders (only those portions expressly incorporated by reference herein shall be deemed filed with the Commission). 21 - List of Subsidiaries of General Mills, Inc. 23 - Consent of KPMG Peat Marwick. 27 - Financial Data Schedule.

3.1

</TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-3.1 <SEQUENCE>2 <DESCRIPTION>EXB 3.1 -- RESTATED CERTIFICATE OF INCORPORATION <TEXT> EXHIBIT 3.1 RESTATED CERTIFICATE OF INCORPORATION of GENERAL MILLS, INC. General Mills, Inc. (the "Corporation"), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is General Mills, Inc., which is the name under which the Corporation was originally incorporated. 2. The original Certificate of Incorporation of the Corporation was filed in the Office of the Secretary of State of the State of Delaware on June 20, 1928. 3. This Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. 4. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I The name of this Corporation is General Mills, Inc. ARTICLE II The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle, and the name of its registered agent at such address is The Corporation Trust Company. ARTICLE III The purpose of this Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV The total number of shares of capital stock which may be issued by the Corporation is one billion five million (1,005,000,000), of which one billion (1,000,000,000) shares ($.10 par value) shall be Common Stock and five million (5,000,000) shares, without par value, shall be Cumulative Preference Stock. (1) PROVISIONS RELATING TO COMMON STOCK (a) Each share of Common Stock shall, subject to paragraph (f) of Section (2), have one vote and, except as provided by resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Cumulative Preference Stock, the exclusive voting power for all purposes shall be vested in the holders of the Common Stock. (b) preemptive rights to Corporation No holder of Common right to subscribe to subscribe to stock of any class, whether Stock as such shall have any stock, obligations, warrants, or other securities of the now or hereafter authorized.

(c) Subject to the provisions of law and preference of the Cumulative Preference Stock, dividends may be paid on the Common Stock of the Corporation at such time and in such amounts as the Board of Directors may deem advisable. (d) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of Common Stock shall be entitled, after payment or provision for payment of the debts and other liabilities of the Corporation and the amounts to which holders of Cumulative Preference Stock shall be entitled, to the remaining net assets of the Corporation. (2) PROVISIONS RELATING TO CUMULATIVE PREFERENCE STOCK (a) The Cumulative Preference Stock may be issued from

time to time in one or more series, each of such series to have such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as are stated and expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided. (b) Directors, authorize Preference resolution series: Authority is hereby expressly granted to the Board of subject to the provisions of this Article IV, to the issue of one or more series of Cumulative Stock and with respect to each series to fix by or resolutions providing for the issue of such

(i) The number of shares to constitute such series and the distinctive designation thereof; (ii) The dividend rate or rates to which such shares shall be entitled and the restrictions, limitations and conditions upon the payment of such dividends, the date or dates from which dividends shall accumulate and the quarterly dates on which dividends, if declared, shall be payable; (iii) Whether or not the shares of such series shall be redeemable, the limitations and restrictions with respect to such redemptions, the manner of selecting shares of such series for redemption if less than all shares are to be redeemed, and the amount, if any, in addition to any accrued dividends thereon which the holder of shares of such series shall be entitled to receive upon the redemption thereof, which amount may vary at different redemption dates and may be different with respect to shares redeemed through the operation of any retirement or sinking fund and with respect to shares otherwise redeemed; (iv) The amount in addition to any accrued dividends thereon which the holders of shares of such series shall be entitled to receive upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, which amount may vary depending on whether such liquidation, dissolution or winding up is voluntary or involuntary and, if voluntary, may vary at different dates (the amount so payable upon such involuntary liquidation, dissolution or winding up, exclusive of accrued dividends, being hereinafter sometimes called the "involuntary liquidation value"); (v) Whether or not the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund, and, if so, whether such retirement or sinking fund shall be cumulative or non-cumulative, the extent to and the manner in which such fund shall be applied to the purchase or redemption of the shares of such series for retirement or to other corporate purposes and the terms and provisions relative to the operation thereof; (vi) Whether or not the shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or classes, or of any other series of the same class, and if so convertible or exchangeable, the price or

prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same; (vii) The voting powers, if any, of such series in addition to the voting powers provided in paragraph (f) of this Section (2); and (viii) Any other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof as shall not be inconsistent with this Section (2). (c) All shares of any one series of Cumulative Preference Stock shall be identical with each other in all respects, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative; and all series shall rank equally and be identical in all respects, except as permitted by the foregoing provisions of paragraph (b) of this Section (2). (d) Before any dividends on any class or classes of stock of the Corporation ranking junior to the Cumulative Preference Stock (other than dividends payable in shares of any class or classes of stock of the Corporation ranking junior to the Cumulative Preference Stock) shall be declared or paid or set apart for payment, the holders of shares of Cumulative Preference Stock of each series shall be entitled to such cash dividends, but only when and as declared by the Board of Directors out of funds legally available therefor, as they may be entitled to in accordance with the resolution or resolutions adopted by the Board of Directors providing for the issue of such series, payable quarterly on such dates as may be fixed in such resolution or resolutions in each year. Such dividends shall be cumulative from the date or dates fixed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series. Dividends in full shall not be declared or paid or set apart for payment on the Cumulative Preference Stock of any one series for any dividend period unless dividends in full have been declared or paid or set apart for payment on the Cumulative Preference Stock of all series for all dividend periods terminating on the same or any earlier date. When the dividends are not paid in full on all series of the Cumulative Preference Stock, the shares of all series shall share ratably in the payment of dividends, including accumulations, if any, in accordance with the sums which would be payable on said shares if all dividends were declared and paid in full. A "dividend period" is the period between any two consecutive dividend payment dates (or, when shares are originally issued, the period from the date from which dividends are cumulative to the first dividend payment date) as fixed for a particular series. Accruals of dividends shall not bear interest. (e) In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation shall be made to or set apart for the holders of shares of any class or classes of stock of the Corporation ranking junior to the Cumulative Preference Stock, the holders of the shares of each series of the Cumulative Preference Stock

shall be entitled to receive payment of the amount per share fixed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of the shares of such series, plus an amount equal to all dividends accrued thereon to the date of final distribution to such holders; but they shall be entitled to no further payment. If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation, or proceeds thereof, distributable among the holders of the shares of the Cumulative Preference Stock shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among such holders ratably in accordance with the respective amounts which would be payable on such shares if all amounts payable thereon were paid in full. For the purposes of this paragraph (e), the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Corporation or a consolidation or merger of the Corporation with one or more corporations shall not be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary. (f) So long as any of the Cumulative Preference Stock is outstanding the Corporation (i) will not declare or pay, or set apart for payment, any dividends (other than dividends payable in shares of any class or classes of stock of the Corporation ranking junior to the Cumulative Preference Stock), or make any distribution, on any class or classes of stock of the Corporation ranking junior to the Cumulative Preference Stock, and will not redeem, purchase or otherwise acquire, directly or indirectly, whether voluntarily, for a sinking fund, or otherwise, any shares of any class or classes of stock of the Corporation ranking junior to the Cumulative Preference Stock, if at the time of making such declaration, payment, setting apart, distribution, redemption, purchase or acquisition the Corporation shall be in default with respect to any dividend payable on or any obligation to retire shares of Cumulative Preference Stock, provided that notwithstanding the foregoing the Corporation may at any time redeem, purchase or otherwise acquire shares of stock of any such junior class in exchange for, or out of the net cash proceeds from the concurrent sale of, other shares of stock of any such junior class; (ii) will not, without the affirmative vote or consent of the holders of at least 66-2/3% of all the Cumulative Preference Stock at the time outstanding, given in person or by proxy, either in writing or by resolution adopted at a meeting (which may be an annual meeting) called for the purpose, at which the holders of the Cumulative Preference Stock, regardless of series, shall vote separately as a class, amend, alter or repeal (by any means, including, without limitation, merger or consolidation) any of the provisions of this Section (2) so as adversely to affect the preferences, rights or powers of the Cumulative Preference Stock; and (iii) will not, without the affirmative vote or consent of the holders of at least 66-2/3% of any adversely affected series of the Cumulative Preference Stock at the time

outstanding, given in person or by proxy, either in writing or by resolution adopted at a meeting (which may be an annual meeting) called for the purpose (the holders of such series of the Cumulative Preference Stock consenting or voting, as the case may be, separately as a class), amend, alter or repeal (by any means, including, without limitation, merger or consolidation) any of the provisions herein or in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series so as adversely to affect the preferences, rights or powers of the Cumulative Preference Stock of such series; provided, however, that any vote or consent required by subparagraph (ii) above may be given or made effective by the filing of an appropriate amendment of the Corporation's Restated Certificate of Incorporation without obtaining the vote or consent of the holders of the Common Stock of the Corporation, the right to give such vote or consent being expressly waived by all holders of such Common Stock unless the action to be taken would adversely affect the preferences, rights or powers of the Common Stock; and provided further that any vote or consent required by subparagraph (iii) above may be given and made effective by the filing of an appropriate amendment of the Corporation's Restated Certificate of Incorporation without obtaining the vote or consent of the holders of any other series of the Cumulative Preference Stock or of the holders of the Common Stock of the Corporation, the right to give such vote or consent being expressly waived by all holders of such other series of Cumulative Preference Stock and Common Stock unless the action to be taken would adversely affect the preferences, rights or powers of such other series of Cumulative Preference Stock or Common Stock, as the case may be. (g) If in any case the amounts payable with respect to any obligations to retire shares of the Cumulative Preference Stock are not paid in full in the case of all series with respect to which such obligations exist, the number of shares of each of such series to be retired pursuant to any such obligations shall be in proportion to the respective amounts which would be payable on account of such obligations if all amounts payable in respect of all such obligations if all amounts payable in respect of all such series were discharged in full. (h) The term "class or classes of stock of the Corporation ranking junior to the Cumulative Preference Stock" shall mean the Common Stock referred to in Section (1) of this Article IV and any other class or classes of stock of the Corporation hereinafter authorized which shall rank junior to the Cumulative Preference Stock as to dividends or upon liquidation. (i) Aggregate involuntary liquidation value of all shares of Cumulative Preference Stock outstanding at any time shall never exceed $300,000,000. (j) No holder of Cumulative Preference Stock as such shall have any preemptive right to subscribe to stock, obligations, warrants, rights to subscribe to stock or other securities of the Corporation of any class, whether now or hereafter authorized. (k) For the purposes of Section (2) of this Article IV or of any resolution of the Board of Directors providing for the

issue of any series of Cumulative Preference Stock or of any certificate filed with the Secretary of State of the State of Delaware pursuant to any such resolution (unless otherwise provided in any such resolution or certificate); (i) The term "outstanding" when used in reference to shares of stock shall mean issued shares, excluding shares held by the Corporation and shares called for redemption, funds for the redemption of which shall have been set aside or deposited in trust: (ii) The amount of dividends "accrued" on any share of Cumulative Preference Stock as at any quarterly dividend date shall be deemed to be the amount of any unpaid dividends accumulated thereon to and including such quarterly dividend date, whether or not earned or declared, and the amount of dividends "accrued" on any share of Cumulative Preference Stock as at any date other than a quarterly dividend date shall be calculated as the amount of any unpaid dividends accumulated thereon to and including the last preceding quarterly dividend date, whether or not earned or declared, plus an amount calculated on the basis of the annual dividend rate fixed for the shares of such series for the period after such last preceding quarterly dividend date to and including the date as of which the calculation is made, based on a 360 day year of twelve 30 day months. (3) SERIES A PARTICIPATING CUMULATIVE PREFERENCE STOCK The Board of Directors, pursuant to the authority expressly vested in it by this Article IV, and pursuant to the provisions of the General Corporation Law of the State of Delaware, has by resolution adopted February 24, 1986 (which resolution was set forth in a Certificate of Designation, Preferences and Rights of Series A Participating Cumulative Preference Stock which was filed with the Secretary of State of the State of Delaware on May 20, 1986), fixed the designations, preferences and relative, participating, optional and other special rights, and qualifications, limitations or restrictions thereof of a series of Cumulative Preference Stock, as follows: Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Participating Cumulative Preference Stock," without par value, and the number of shares constituting such series shall be 700,000. Section 2. Dividends and Distributions. (A) The holders of shares of Series A Participating Cumulative Preference Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the fifteenth day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Participating Cumulative Preference Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set forth,

100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distribution other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $.10 per share, of the Corporation (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Participating Cumulative Preference Stock. In the event the Corporation shall at any time after February 24, 1986 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Participating Cumulative Preference Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series A Participating Cumulative Preference Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10.00 per share on the Series A Participating Cumulative Preference Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Participating Cumulative Preference Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Participating Cumulative Preference Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Participating Cumulative Preference Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Participating Cumulative Preference Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of

Series A Participating Cumulative Preference Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 45 days prior to the date fixed for the payment thereof. Section 3. Voting Rights. In addition to the voting rights set forth in Article IV of the Restated Certificate of Incorporation or otherwise required by law, the holders of shares of Series A Participating Cumulative Preference Stock shall have the following voting rights: (A) Subject to the provision for adjustment hereinafter set forth, each share of Series A Participating Cumulative Preference Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the number of votes per share to which holders of shares of Series A Participating Cumulative Preference Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) Except as otherwise provided herein or by law, the holders of shares of Series A Participating Cumulative Preference Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. (C) (i) If at any time dividends on any Series A Participating Cumulative Preference Stock shall be in arrears in an amount equal to six (6) quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a "default period") which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series A Participating Cumulative Preference Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Cumulative Preference Stock (including holders of Series A Participating Cumulative Preference Stock) with dividends in arrears in an amount equal to six (6) quarterly dividends thereon, voting as a class, irrespective of series, shall have the right to elect two (2) Directors. (ii) During any default period, such voting right of the holders of Series A Participating Cumulative Preference Stock may be exercised initially at a special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders, provided that neither such voting right nor the right of the holders of any other series of Cumulative Preference Stock, if any, to increase, in certain

cases, the authorized number of Directors shall be exercised unless the holders of ten percent (10%) in number of shares of Cumulative Preference Stock outstanding shall be present in person or by proxy. The absence of a quorum of the holders of Common Stock shall not affect the exercise by the holders of Cumulative Preference Stock of such voting right. At any meeting at which the holders of Cumulative Preference Stock shall exercise such voting right initially during the existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two (2) Directors or, if such right is exercised at an annual meeting, to elect two (2) Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Cumulative Preference Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Cumulative Preference Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Cumulative Preference Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series A Participating Cumulative Preference Stock. (iii) Unless the holders of Cumulative Preference Stock shall, during an existing default period, have previously exercised their right to elect Directors, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Cumulative Preference Stock outstanding, irrespective of series, may request, the calling of a special meeting of the holders of Cumulative Preference Stock, which meeting shall thereupon be called by the President, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Cumulative Preference Stock are entitled to vote pursuant to this paragraph (C)(iii) shall be given to each holder of record of Cumulative Preference Stock by mailing a copy of such notice to the holder at the holder's last address as the same appears on the books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than ten percent (10%) of the total number of shares of Cumulative Preference Stock outstanding. Notwithstanding the provisions of this paragraph (C)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of the stockholders. (iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Cumulative Preference Stock shall have exercised their right to elect two (2) Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Cumulative

Preference Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in paragraph (C)(ii) of this Section 3) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this paragraph (C) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence. (v) Immediately upon the expiration of a default period, (x) the right of the holders of Cumulative Preference Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Cumulative Preference Stock as a class shall terminate, and (z) the number of Directors shall be such number as may be provided for in the certificate of incorporation or by-laws irrespective of any increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3 (such number being subject, however, to change thereafter in any manner provided by law or in the certificate of incorporation or by-laws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors. (D) Except as set forth herein, holders of Series A Participating Cumulative Preference Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action. Section 4. Reacquired Shares. Any shares of Series A Participating Cumulative Preference Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Cumulative Preference Stock and may be reissued as part of a new series of Cumulative Preference Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein. Section 5. Liquidation, Dissolution or Winding Up.

(A) Upon any voluntary liquidation, dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking (either as to dividends or upon liquidation, dissolution or winding up) junior to the Series A Participating Cumulative Preference Stock unless, prior thereto, the holders of shares of Series A Participating Cumulative Preference Stock shall have received $100 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Participating Cumulative Preference Stock unless, prior thereto, the holders of shares of

Common Stock shall have received an amount per share (the "Common Adjustment") equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph C below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (ii), the "Adjustment Number"). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Participating Cumulative Preference Stock and Common Stock, respectively, holders of Series A Participating Cumulative Preference Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Cumulative Preference Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preference of all other series of Cumulative Preference Stock, if any, which rank on a parity with the Series A Participating Cumulative Preference Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. (C) In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (D) Notwithstanding anything contained herein to the contrary, and so long as Paragraph (2)(f)(i) of the Restated Certificate of Incorporation shall so require, the aggregate involuntary liquidation value of all shares of Cumulative Preference Stock outstanding at any time shall not exceed $300,000,000 and the aggregate involuntary liquidation value of all shares of Series A Participating Cumulative Preference Stock outstanding at any time shall not exceed an amount equal to (i) $300,000,000, minus (ii) the aggregate involuntary liquidation value of all shares of any other series of Cumulative Preference Stock then outstanding. The aggregate involuntary liquidation value of the Series A Participating Cumulative Preference Stock otherwise payable shall be reduced, if necessary, to comply with the preceding sentence. Section 6. Corporation shall Consolidation, Merger, etc. In case the enter into any consolidation, merger,

combination or other transaction in which the shares of Common Stock are exchanged or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Participating Cumulative Preference Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Participating Cumulative Preference Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 7. No Redemption. The shares of Series A Participating Cumulative Preference Stock shall not be redeemable. Section 8. Amendment. The Restated Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Participating Cumulative Preference Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Participating Cumulative Preference Stock, voting separately as a class. Section 9. Fractional Shares. Series A Participating Cumulative Preference Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holders of fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series A Participating Cumulative Preference Stock. (4) PROVISIONS RELATING TO ALL CLASSES OF STOCK The shares of Cumulative Preference Stock and Common Stock may be issued by the Corporation from time to time for such consideration (not less than the par value thereof in the case of Common Stock) as may be fixed from time to time by the Board of Directors. Any and all shares without nominal or par value for which the consideration so fixed shall have been paid or delivered shall be deemed fully paid stock and shall not be liable for any further call or assessment thereon; and the holders of such shares shall not be liable for any further payments in respect of such shares. ARTICLE V

(1) For purposes of this Article V: (a) "Affiliate" and "beneficial owner" are used herein as defined in Rule 12b-2 and Rule 13d-3, respectively, under the Securities Exchange Act of 1934 as in effect on the date of adoption of this Article V by the stockholders of the Corporation ("1934 Act"). The term "Affiliate" as used herein shall exclude the Corporation, but shall include the definition of "Associate" as contained in said Rule 12b-2. (b) An "Interested Stockholder" is a Person other than the Corporation who is (i) the beneficial owner of 10% or more of the stock of the Corporation entitled to vote for the election of directors ("Voting Stock"), or (ii) an Affiliate of the Corporation and (A) at any time within a two-year period prior to the record date to vote on a Business Combination was the beneficial owner of 10% or more of the Voting Stock, or (B) at the completion of the Business Combination will be the beneficial owner of 10% or more of the Voting Stock. (c) A "Person" is a natural person or a legal entity of any kind, together with any Affiliate of such person or entity, or any person or entity with whom such person, entity or an Affiliate has any agreement or understanding relating to acquiring, voting, or holding Voting Stock. (d) A "Disinterested Director" is a member of the Board of Directors of the Corporation (other than the Interested Stockholder) who was a director prior to the time the Interested Stockholder became an Interested Stockholder, or any director who was recommended for election by the Disinterested Directors. Any action to be taken by the Disinterested Directors shall require the affirmative vote of at least two-thirds of the Disinterested Directors. (e) A "Business Combination" is (i) a merger or consolidation of the Corporation or any of its subsidiaries with an Interested Stockholder; (ii) the sale, lease, exchange, pledge, transfer or other disposition (A) by the Corporation or any of its subsidiaries of all or a Substantial Part of the Corporation's Assets to an Interested Stockholder, or (B) by an Interested Stockholder of any of its assets, except in the ordinary course of business, to the Corporation or any of its subsidiaries; (iii) the issuance of stock or other securities of the Corporation or any of its subsidiaries to an Interested Stockholder, other than on a pro rata basis to all holders of Voting Stock of the same class held by the Interested Stockholder pursuant to a stock split, stock dividend or distribution of warrants or rights; (iv) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of an Interested Stockholder; (v) any reclassification of securities, recapitalization, merger or consolidation or other transaction which has the effect, directly or indirectly, of increasing the proportionate share of any Voting Stock beneficially owned by an Interested Stockholder; or (vi) any agreement, contract or other arrangement providing for any of the foregoing transactions. (f) A "Substantial Part of the Corporation's Assets" shall mean assets of the Corporation or any of its subsidiaries

in an amount equal to 50% or more of the fair market value, as determined by the Disinterested Directors, of the total consolidated assets of the Corporation and its subsidiaries taken as a whole as of the end of its most recent fiscal year ended prior to the time the determination is made. (2) The affirmative vote of not less than 51% of the Voting Stock, excluding the Voting Stock of an Interested Stockholder who is a party to the Business Combination, shall be required for the adoption or authorization of a Business Combination, unless the Disinterested Directors determine that: (a) The Interested Stockholder is the beneficial owner of not less than 80% of the Voting Stock and has declared its intention to vote in favor of or approve such Business Combination; or (b) (i) The fair market value of the consideration per share to be received or retained by the holders of each class or series of stock of the Corporation in a Business Combination is equal to or greater than the consideration per share (including brokerage commissions and soliciting dealer's fees) paid by such Interested Stockholder in acquiring the largest number of shares of such class of stock previously acquired in any one transaction or series of related transactions, whether before or after the Interested Stockholder became an Interested Stockholder; and (ii) the Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder), of any loans, advances, guarantees, pledges or other financial assistance provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise. (3) In the event any vote of holders of Voting Stock is required for the adoption or approval of any Business Combination, a proxy or information statement describing the Business Combination and complying with the requirements of the 1934 Act shall be mailed at a date determined by the Disinterested Directors to all stockholders of the Corporation whether or not such statement is required under the 1934 Act. The statement shall contain any recommendations as to the advisability of the Business Combination which the Disinterested Directors, or any of them, may choose to state and, if deemed advisable by the Disinterested Directors, an opinion of an investment banking firm as to the fairness of the terms of such Business Combination. Such firm shall be selected by the Disinterested Directors and paid a fee for its services by the Corporation as approved by the Disinterested Directors. ARTICLE VI The following provisions are inserted for the regulation and conduct of the affairs of the Corporation, but it is expressly provided that the same are intended to be and shall be construed to be in furtherance and not in limitation or exclusion of the powers conferred by law: (1) Subject always to such by-laws as may be adopted from time to time by the stockholders, the Board of Directors is expressly

authorized to adopt, alter, amend and repeal the by-laws of this Corporation, but any by-law adopted by the Board of Directors may be altered, amended or repealed by the stockholders. (2) The business of this Corporation shall be managed by its Board of Directors. Directors need not be stockholders. The bylaws may prescribe the number of directors, not less than three; may provide for the increase or reduction thereof but not less than three; and may prescribe the number necessary to constitute a quorum, which number may be less than a majority of the whole Board of Directors, but not less than the number required by law. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of these provisions shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment. (3) Upon the affirmative vote of not less than 66-2/3% of shares of Common Stock voting thereon at any meeting stockholders, the Board of Directors may adopt and carry profit sharing, stock option and/or restricted stock plans any or all of the Corporation's directors, officers employees, and for any or all of the officers and employees its subsidiaries. ARTICLE VII (a) Any action by stockholders of the Corporation shall be taken at a meeting of stockholders and no action may be taken by written consent of stockholders entitled to vote upon such action except as provided in Article IV, Section (2)(f)(ii) and (iii) hereof. (b) No amendment to the Certificate of Incorporation shall amend, alter, change or repeal any of the provisions of Article V hereof or of this Article VII unless such amendment shall receive the affirmative vote of not less than 51% of the Voting Stock, excluding the Voting Stock of any Interested Stockholder, as defined in Article V. IN WITNESS WHEREOF, General Mills, Inc. has caused this Certificate to be executed by Stephen W. Sanger, its President, and attested by C. L. Whitehill, its Secretary, this 19th day of September, 1994. GENERAL MILLS, INC. the of out for or of

By: /s/ S. W. Sanger Stephen W. Sanger President Attest: /s/ C. L. Whitehill C. L. Whitehill, Secretary </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-3.2 <SEQUENCE>3 <DESCRIPTION>EXB 3.2 -- BY-LAWS OF GMI, AS AMENDED <TEXT> EXHIBIT 3.2 BY-LAWS of GENERAL MILLS, INC. as amended through September 19, 1994 INDEX OF BY-LAWS Page ARTICLE I. Section Section Section Section Section Section Section 1. 2. 3. 4. 5. 6. 7. STOCKHOLDERS Place of Holding Meeting Quorum Adjournment of Meetings Annual Election of Directors Special Meetings: How Called Voting at Stockholders' Meetings Notice of Stockholders' Meetings DIRECTORS. Organization Election of Officers Regular Meetings Special Meetings: How Called: Notice Number: Qualifications: Quorum: Term Place of Meetings Powers of Directors Vacancies. Resignation and Removal of Directors Compensation of Directors Executive Committee 1 1 1 1 2 2 2 3 3 3 3 3 3 4 4 4 4 4 5 5

ARTICLE II. Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Section 11.

Section 12. Section 13. Section 14. Section 15. ARTICLE III. Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Section 11. Section 12. ARTICLE IV. Section Section Section Section Section Section Section

Executive Committee: Powers Executive Committee:Organization: Meetings, Etc. Resignation and Removal of Member of Executive Committee Vacancies in the Executive Committee OFFICERS Titles Chairman Vice Chairman President Vice President(s) Secretary Assistant Secretary Senior Vice President, Corporate Finance Director of Finance Senior Vice President, Financial Operations Resignation and Removal of Officers Salaries CAPITAL STOCK Issue of Certificates of Stock Transfer of Shares Dividends Lost Certificates Rules as to Issue of Certificates Holder of Record Deemed Holder in Fact Closing of Transfer Books or Fixing Record Date CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC Contracts, Etc.: How Executed Loans Deposits Checks, Drafts, Etc Transaction of Business

5 6 6 6 6 6 7 7 7 7 7 8 8 8 8 9 9 9 9 9 10 10 10 10 10

1. 2. 3. 4. 5. 6. 7.

ARTICLE V. Section Section Section Section Section 1. 2. 3. 4. 5.

11 11 11 11 11 12

ARTICLE VI. Section 1(a) Section 1(b) Section 2. Section 3. Section 4. Section 5. Section 6. Section 7.

MISCELLANEOUS PROVISIONS 12 Fiscal Year 12 Staff and Divisional Titles. 12 Notice and Waiver of Notice 12 Inspection of Books 13 Construction 13 Adjournment of Meetings.. 13 Indemnification 13 Resolution of Board of Directors Providing for Issuance of Cumulative Preference Stock 15 AMENDMENTS Amendment of By-Laws 15 15

ARTICLE VII. Section 1.

BY-LAWS of GENERAL MILLS, INC. ARTICLE I STOCKHOLDERS SECTION 1. Place of Holding Meeting: Meetings of stockholders may be held within or without the State of Delaware, and, unless otherwise determined by the board of directors or the stockholders, all meetings of the stockholders shall be held at the principal office of the corporation in the City of Minneapolis in the State of Minnesota. The place of meeting of the stockholders for the election of directors shall not be changed within sixty (60) days next before the day on which the election is to be held. A notice of any change shall be given to each stockholder entitled to vote, at least twenty (20) days before the election is held, in person or by letter mailed to him at his last-known post office address. SECTION 2. Quorum: Any number of stockholders together holding one-half (1/2) in amount of the stock issued and outstanding entitled to vote, who shall be present in person or represented by proxy at any meeting duly called, shall constitute a quorum for the transaction of business, except as may be otherwise provided by law, by the certificate of incorporation, or by these by-laws. At any meeting of stockholders for the election of directors at which any class or classes of stock or any one or more series of any class or classes of stock shall have a separate vote as such class or series for the election of directors by such class or series, the absence of a quorum of any other class of stock or of any other series of any class of stock shall not prevent the election of the directors to be elected by such class or series. SECTION 3. Adjournment of Meetings: If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. Any meeting at which a quorum is present may also be adjourned, in like manner, for such time, or upon such call, as may be determined by vote. At any such adjourned meeting at which a quorum may be present any business may be transacted which might have been transacted at the meeting as originally called. In the absence of a quorum of any class or classes of stock or any one or more series of any class or classes of stock at any meeting of stockholders at which more than one class or series of stock shall be entitled to vote separately as a class or series for the election of directors, a majority in interest of the stockholders present in person or by proxy of the class or classes or one or more series of stock which lack a quorum shall also have the power to adjourn the meeting for the election of directors which they are entitled to elect, from time to time, without notice other than by announcement at the meeting, until a quorum of such class or

classes or one or more series of stock shall be present. SECTION 4. Annual Election of Directors: The annual meeting of stockholders for the election of directors and the transaction of other business shall be held on the fourth Monday of September in each year at 1:00 o'clock in the afternoon, standard time, unless, by a resolution adopted not later than sixty (60) days before such date, the board of directors fixes another date or time in the months of September or October for the holding of such annual meeting. If the election of directors shall not be had on the day designated herein for the annual meeting or at an adjournment thereof, the board of directors shall cause a meeting of the stockholders for the election of a board of directors to be held as soon thereafter as conveniently may be. At such meeting the stockholders may elect the directors and transact other business with the same force and effect as at an annual meeting duly called and held. After the first election of directors no stock shall be voted on at any election which shall have been transferred on the books of the corporation within twenty (20) days next preceding such election, except where the transfer books of the corporation shall have been closed or a date shall have been fixed as a record date for the determination of the stockholders entitled to vote, as hereinafter in article IV, section 7 of these by-laws provided. The directors elected annually shall hold office until the next annual election and until their successors are respectively elected and qualified; provided, however, in the event that the holders of any class or classes of stock or any one or more series of any class or classes of stock have the right to elect directors separately as a class or series and such right shall have vested, such right may be exercised as provided in the certificate of incorporation of the corporation. The secretary shall prepare, or cause to be prepared, at least ten (10) days before every election, a complete list of stockholders entitled to vote, arranged in alphabetical order, and such list shall be open at the place where the election is to be held, for such ten (10) days, to the examination of any stockholder, and shall be produced and kept at the time and place of election during the whole time thereof, subject to the inspection of any stockholder who may be present. SECTION 5. Special Meetings: How Called: Special meetings of the stockholders for any purpose or purposes may be called by the chairman of the board of directors or by any three (3) directors or by the holders of not less than one-third (1/3) in interest of the stock of the corporation entitled to vote, or by resolution of the board of directors. Special meetings of the holders of any class or classes of stock or any one or more series of any class or classes of stock for the purpose of electing directors in accordance with a special right as a class or series shall be called as provided in the certificate of incorporation of the corporation. SECTION 6. Voting at Stockholders' Meetings: The board of directors shall determine the voting power of any cumulative preference stock in accordance with article IV of the

certificate of incorporation. Each stockholder entitled to vote shall have one (1) vote for each share of voting stock registered in his name on the books of the corporation. At all meetings of stockholders all questions, except as otherwise provided by law or the certificate of incorporation, shall be determined by a majority vote in interest of the stockholders entitled to vote present in person or represented by proxy; provided, however, that any qualified voter may demand a stock vote, and in that case, such stock vote shall immediately be taken. A stock vote shall be by ballot and each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted. Shares of its own capital stock belonging to the corporation shall not be voted upon directly or indirectly. The vote on stock of the corporation may be given by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized, and delivered to the secretary of the meeting. No proxy shall be voted on after three (3) years from its date, unless said proxy provides for a longer period. SECTION 7. Notice of Stockholders' Meetings: Written notice, stating the time and place of the meeting and, in case of a special meeting, stating also the general nature of the business to be considered, shall be given by the secretary by mailing, or causing to be mailed, such notice, postage prepaid, to each stockholder entitled to vote, at his post office address as the same appears on the stock books of the corporation, or by delivering such notice to him personally, at least ten (10) days before the meeting. ARTICLE II DIRECTORS SECTION 1. Organization: The board of directors may hold a meeting for the purpose of organization and the transaction of other business, if a quorum be present, immediately before or after the annual meeting of the stockholders and immediately before or after any special meeting at which directors are elected. Notice of such meeting need not be given. Such organizational meeting may be held at any other time or place, which shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or in a consent and waiver of notice thereof signed by all the directors. SECTION 2. Election of Officers: At such meeting the board of directors may elect from among its number a chairman of the board of directors, one or more persons to serve as a vice chairman; a president and one or more corporate and company vice presidents, a secretary, a treasurer, a controller, one or more assistant secretaries, and one or more assistant treasurers who need not be directors. Such officers shall hold office until the next annual election of officers and until their successors are respectively elected and qualified, unless removed by the board of directors as provided in section 11 of article III. SECTION 3. Regular Meetings: Regular meetings of the

board of directors shall be held on such dates as are designated, from time to time, by resolutions of the board, and shall be held at the principal office of the corporation, or at such other location as the board selects. Each regular meeting shall commence at the time designated by the Chairman of the Board on at least five (5) days' written notice to each director when sent by mail and on at least three (3) days' notice when sent by private express carrier or transmitted by telex, facsimile or similar means. SECTION 4. Special Meetings: How Called: Notice: Special meetings of the board of directors may be called by the chairman of the board, a vice chairman of the board, the president or by any three (3) directors who are not salaried officers or salaried employees of the corporation. Written notice of the time, place and purposes of each special meeting shall be sent by private express carrier or transmitted by telex, facsimile or similar means to each director at least twenty-four (24) hours prior to such meeting. Notwith-standing the preceding, any meeting of the board of directors shall be a legal meeting without any notice thereof if all the members of the board shall be present, or if all absent members waive notice thereof. SECTION 5. Number: Qualifications: Quorum: Term: (a) The Board of Directors shall consist of fifteen (15) members. (b) No person shall be eligible to become or to remain a director of the corporation unless he shall be a stockholder in the corporation. Not more than six (6) of the members of the board of directors shall be officers or employees of the corporation, but the chairman of the board shall not be deemed such an officer or employee. (c) Subject to the provisions of the certificate of incorporation, as amended, one-third (1/3) of the total number of the directors (but in no event less than two (2)) shall constitute a quorum for the transaction of business. The affirmative vote of the majority of the directors present at a meeting at which a quorum is constituted shall be the act of the board of directors, unless the certificate of incorporation shall require a vote of a greater number. (d) Except as otherwise provided in these by-laws, directors shall hold office until the next succeeding annual stockholders' meeting and thereafter until their successors are respectively elected and qualified. (e) Except as otherwise provided in the certificate of incorporation or these by-laws, the number of directors may by altered from time to time by amendment to the above subsection (a). SECTION 6. Place of Meetings: The board of directors may hold its meetings and keep the books of the corporation outside of the State of Delaware, at any office or offices of the corporation, or at any other place, as it may from time to time by resolution determine.

SECTION 7. Powers of Directors: The board of directors shall have the management of the business of the corporation, and, subject to the restrictions imposed by law, by the certificate of incorporation or by these by-laws, may exercise all the powers of the corporation. SECTION 8. Vacancies: Except as otherwise provided in the certificate of incorporation, any vacancy in the board of directors because of death, resignation, disqualification, increase in number of directors, or any other cause may be filled by a majority of the remaining directors, though less than a quorum, at any regular or special meeting of the directors; or any such vacancy resulting from any cause whatsoever may be filled by the stockholders at the first annual meeting held after such vacancy shall occur or at a special meeting thereof called for the purpose. SECTION 9. Resignation and Removal of Directors: Any director of the corporation may resign at any time by giving written notice to the chairman of the board or to the secretary of the corporation. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Except as otherwise provided in the certificate of incorporation, any director may be removed, either with or without cause, at any time, by the affirmative vote of a majority in interest of the stockholders of the corporation entitled to vote, given at a special meeting of the stockholders called for the purpose; and the vacancy in the board caused by any such removal may be filled by the stockholders at such meeting. SECTION 10. Compensation of Directors: The board of directors shall have the authority to fix the compensation of directors. In addition, each director shall be entitled to be reimbursed by the corporation for his expenses incurred in attending meetings of the board of directors or of any committee of which he is a member. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation for such services from the corporation; provided, however, that any person who is receiving a stated compensation as an officer of the corporation for his services as such officer shall not receive any additional compensation for services as a director during such period. A director entitled to receive stated compensation for his services as director, who shall serve for only a portion of a year, shall be entitled to receive only that portion of his annual stated compensation on which the period of his service during the year bears to the entire year. The annual compensation of directors shall be paid at such times and in such installments as the board of directors may determine. SECTION 11. Executive Committee: (a) The board of directors may appoint from its number an executive committee of not less than eight (8) members. (b) Not more than four (4) members shall be officers or employees of the corporation but the chairman of the board

shall not be deemed such an officer or employee. (c) A majority shall constitute a quorum, and in every case the affirmative vote of a majority of all the members of the committee shall be necessary for the adoption of any motion, provided that in order to procure and maintain a quorum at any meeting of the executive committee in the absence or disqualification of any member of such committee, the member or members thereof present at such meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors (subject always to the limitations of subsection (b) above) to act at the meeting in the place of any such absent or disqualified member. (d) Each member of the executive committee, if appointed, shall hold office until the election at the next succeeding annual meeting of the stockholders of the corporation of a new board of directors; subject to the provisions of section 14 of this article. SECTION 12. Executive Committee: Powers: During the intervals between the meetings of the board of directors, the executive committee shall have and may exercise all the powers of the board of directors in the management of the business and affairs of the corporation, including power to authorize the execution of any papers and to authorize the seal of the corporation to be affixed to all papers which may require it, in such manner as such committee shall deem best for the interests of the corporation, in all cases in which specific directions shall not have been given by the board of directors. SECTION 13. Executive Committee: Organization: Meetings, Etc.: The chairman of the executive committee shall preside at all meetings of the executive committee and the secretary of the corporation shall act as secretary of the executive committee. In the absence of the chairman of the executive committee the committee shall appoint another member thereof to act as chairman of the meeting, and in the absence of the secretary, an assistant secretary of the corporation shall act as secretary of the meeting. In the absence of all of such persons, the committee shall appoint a chairman or a secretary of the meeting, as the case may be. If an executive committee shall be appointed it shall hold regular meetings without notice on each day excepting only Sundays and holidays at 9:00 o'clock in the forenoon and at 2:30 o'clock in the afternoon. Failure of such committee to meet at such hours on any day or for a series of days shall not invalidate any subsequent meeting of the committee held on any day at an hour herein specified. Such regular meetings of such committee shall be held at the principal office of the corporation, or at such other office of the corporation as such committee by resolution may from time to time designate as the place for the holding of such regular meetings, in which latter event the place so designated shall constitute the place at which such meetings shall be held until such committee shall by resolution designate a different place for the holding of such regular meetings. A special meeting of the executive committee may be called by the chairman of the board, the chairman of the executive committee or the secretary

of the corporation upon such notice as may be given for special meetings of the board of directors. Any meeting of the executive committee shall be a legal meeting without notice thereof if all the members of the committee shall be present or if all absent members waive notice thereof. The committee shall keep a record of its acts and proceedings and report thereon to the board of directors at the regular meeting thereof held next after they shall have been taken. SECTION 14. Resignation and Removal of Member of Executive Committee: Any member of the executive committee may resign at any time or may be removed at any time either with or without cause by resolution adopted by a majority of the whole board of directors at any meeting of the board of directors at which a quorum is present. SECTION 15. Vacancies in the Executive Committee: Any vacancy in the executive committee shall be filled in the manner prescribed by these by-laws for the original appointment of such committee. ARTICLE III OFFICERS SECTION 1. Titles: The corporate and company officers to be elected by the board of directors shall be a chairman of the board of directors and one or more persons to serve as a vice chairman, and a president, who shall be directors, and one or more corporate or company vice presidents, a secretary, a senior vice president, corporate finance, a senior vice president, financial operations, one or more assistant secretaries, and one or more directors of finance who need not be directors. The board shall designate one of the corporate officers to serve as chief executive officer. SECTION 2. Chairman: The chairman of the board of directors shall preside at all meetings of the board, all meetings of the stockholders, as well as all meetings of the executive committee. The chairman, upon being designated the chief executive officer, shall have supervisory authority over the policies of the corporation as well as the management and control of the business and affairs of the corporation. He shall also exercise such other powers as the board of directors may from time to time direct or which may be required by law. SECTION 3. Vice Chairman: The officer or officers serving as vice chairman shall have such duties and responsibilities relating to the management of the corporation as may be defined and designated by the chief executive officer or the board of directors. SECTION 4. President: The president shall have responsibility for the management of the operating businesses of the corporation and shall do and perform all acts incident to the office of president or which are authorized by the chief executive officer, the board of directors or as may be required by law.

SECTION 5. Vice President(s): Each corporate vice president shall have such designations and such powers and shall perform such duties as may be assigned by the board of directors or the chief executive officer. The board of directors may designate one or more corporate vice presidents to be a senior executive vice president, executive vice president, senior vice president, or group vice president. Each company vice president shall have such designations and such powers, and shall perform such duties as may be assigned to him by the board of directors, the chief executive officer or by a corporate vice president. SECTION 6. Secretary: The secretary shall: (a) keep the minutes of the meetings of the stockholders, of the board of directors and of the executive committee in books provided for the purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) be custodian of the records and have charge of the seal of the corporation and see that it is affixed to all stock certificates prior to their issuance and to all documents the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (d) have charge of the stock books of the corporation and keep or cause to be kept the stock and transfer books in such manner as to show at any time the amount of the stock of the corporation issued and outstanding, the manner in which and the time when such stock was paid for, the names, alphabetically arranged, and the addresses of the holders of record thereof, the number of shares held by each, and the time when each became such holder of record; exhibit or cause to be exhibited at all reasonable times to any director, upon application, the original or duplicate stock ledger; (e) see that the books, reports, statements, certificates and all other documents and records required by law are properly kept, executed and filed; and (f) in general, perform all duties incident to the office of secretary, and such other duties as from time to time may be assigned to him by the board of directors. SECTION 7. Assistant Secretary: The board of directors may elect an assistant secretary or more than one assistant secretary. At the request of the secretary, or in his absence or disability, an assistant secretary may perform all the duties of the secretary, and, when so acting, he shall have all the powers of, and be subject to all the restrictions upon, the secretary. Each assistant secretary shall have such other powers and shall perform such other duties as may be assigned to him by the board of directors.

SECTION 8. Senior Vice President, Corporate Finance: The senior vice president, corporate finance, if required so to do by the board of directors, shall give a bond for the faithful discharge of his duties in such sum, and with such sureties, as the board of directors shall require. The senior vice president, corporate finance shall: (a) have charge and custody of, and be responsible for, all funds and securities of the corporation coming into his hands (until he has deposited the same to the credit or account of the corporation with an authorized depositary) and deposit all such funds in the name of the corporation in such banks, banking firms, trust companies or other depositaries as shall be selected in accordance with the provisions of article V of these by-laws; (b) exhibit at all reasonable times his books of account and records to any of the directors of the corporation upon application during business hours at the office of the corporation where such books and records are kept; (c) receive, and give receipt for, moneys due and payable to the corporation from any source whatsoever; and (d) in general, perform all the duties incident to the office of senior vice president, corporate finance and such other duties as from time to time may be assigned to him by the board of directors. SECTION 9. Director of Finance: The board of directors may elect a director of finance or more than one director of finance. At the request of the senior vice president, corporate finance, or in his absence or disability, a director of finance may perform all the duties of the senior vice president, corporate finance, and, when so acting, he shall have all the powers of, and be subject to all the restrictions upon, the senior vice president, corporate finance. Each director of finance shall have such other powers and shall perform such other duties as may be assigned to him by the board of directors. SECTION 10. Senior Vice President, Financial Operations: The senior vice president, financial operations shall perform all of the duties incident to the office of senior vice president, financial operations, as such duties may from time to time be designated or approved by the board of directors. Included in such duties shall be the establishment and maintenance of sound accounting and auditing policies and practices, in respect to which duties he shall be responsible directly to the board of directors through its chairman. SECTION 11. Resignation and Removal of Officers: Any officer of the corporation may resign at any time by giving written notice to the chairman of the board or to the secretary. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein the acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed for cause at any time by a majority of the board of directors and any officer may be

removed summarily without cause by such vote. SECTION 12. Salaries: The salaries of officers shall be fixed from time to time by the board of directors or the executive committee or other committee appointed by the board. The board of directors or the executive committee of the board may authorize and empower the chief executive officer, any vice chairman, or any vice president of the corporation designated by the board of directors or by the executive committee to fix the salaries of all officers of the corporation who are not directors of the corporation. No officer shall be prevented from receiving a salary by reason of the fact that he is also a director of the corporation. ARTICLE IV CAPITAL STOCK SECTION 1. Issue of Certificates of Stock: Certificates for the shares of the capital stock of the corporation shall be in such forms as shall be approved by the board of directors. Each stockholder shall be entitled to a certificate for his shares of stock under the seal of the corporation, signed by the chairman, a vice chairman or a vice president and also by the secretary or an assistant secretary or by the senior vice president, corporate finance or a director of finance; provided, however, that where a certificate is countersigned by a transfer agent, other than the corporation or its employee, or by a registrar, other than the corporation or its employee, the corporate seal and any other signature on such certificate may be a facsimile, engraved, stamped or printed. In case any officer, transfer agent or registrar of the corporation who shall have signed, or whose facsimile signature shall have been used on any such certificate, shall cease to be such officer, transfer agent or registrar, whether because of death, resignation, or otherwise, before such certificate shall have been delivered by the corporation, such certificate shall nevertheless be deemed to have been adopted by the corporation and may be issued and delivered as though the person who signed such certificate or whose facsimile signature shall have been used thereon had not ceased to be such officer, transfer agent or registrar. SECTION 2. Transfer of Shares: The shares of stock of the corporation shall be transferable upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the board of directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued for the shares so transferred to the person entitled thereto. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer. SECTION 3. Dividends: The board of directors may declare lawful dividends as and when it deems expedient. Before declaring any dividend, there may be reserved out of the

accumulated profits such sum or sums as the board of directors from time to time, in its discretion, thinks proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends, or for such other purposes as the board of directors shall think conducive to the interests of the corporation. SECTION 4. Lost Certificates: Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact, and if requested to do so by the board of directors of the corporation shall advertise such fact in such manner as the board of directors may require, and shall give to the corporation, its transfer agent and registrar, if any, a bond of indemnity in such sum as the board of directors may direct, but not less than double the value of stock represented by such certificate, in form satisfactory to the board of directors and to the transfer agent and registrar of the corporation, if any, and with or without sureties as the board of directors with the approval of the transfer agent and registrar, if any, may prescribe; whereupon the chairman, a vice chairman or a vice president and the senior vice president, corporate finance or a director of finance or the secretary or an assistant secretary may cause to be issued a new certificate of the same tenor and for the same number of shares as the one alleged to have been lost or destroyed. The issuance of such new certificates shall be under the control of the board of directors. SECTION 5. Rules as to Issue of Certificates: The board of directors may make such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates of stock of the corporation. It may appoint one or more transfer agents and/or registrars of transfers, and may require all certificates of stock to bear the signature of either or both. Each and every person accepting from the corporation certificates of stock therein shall furnish the corporation with a written statement of his or her residence or post office address, and in the event of changing such residence shall advise the corporation of such new address. SECTION 6. Holder of Record Deemed Holder in Fact: The board of directors shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by law. SECTION 7. Closing of Transfer Books or Fixing Record Date: The board of directors shall have the power to close the stock transfer books of the corporation for a period not exceeding sixty (60) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the board of directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of stockholders or the date for the payment of any

dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, and in such case only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid. ARTICLE V CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC. SECTION 1. Contracts, Etc.: How Executed: The board of directors or such officer or person to whom such power shall be delegated by the board of directors by resolution, except as in these by-laws otherwise provided, may authorize any officer or officers, agent or agents, either by name or by designation of their respective offices, positions or class, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so authorized, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit or to render it liable pecuniarily for any purpose or in any amount. SECTION 2. Loans: No loans shall be contracted on behalf of the corporation and no negotiable paper shall be issued in its name, unless and except as authorized by the vote of the board of directors or by such officer or person to whom such power shall be delegated by the board of directors by resolution. When so authorized by the board of directors or by such officer or person to whom such power shall be delegated by the board of directors by resolution, any officer or agent of the corporation may obtain loans and advances at any time for the corporation from any bank, banking firm, trust company or other institution, or from any firm, corporation or individual, and for such loans and advances may make, execute and deliver promissory notes, bonds or other evidences of indebtedness of the corporation, and, when authorized as aforesaid to give security for the payment of any loan, advance, indebtedness or liability of the corporation, may pledge, hypothecate or transfer any and all stocks, securities and other personal property at any time held by the corporation, and to that end endorse, assign and deliver the same, but only to the extent and in the manner authorized by the board of directors. Such authority may be general or confined to specific instances. SECTION 3. Deposits: All funds of the corporation shall be deposited from time to time to the credit of the corporation with such banks, banking firms, trust companies or other depositaries as the board of directors may select or as may be

selected by any officer or officers, agent or agents of the corporation to whom such power may be delegated from time to time by the board of directors. SECTION 4. Checks, Drafts, Etc.: All checks, drafts or other orders for the payment of money, notes, acceptances, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall be determined from time to time by resolution of the board of directors or by such officer or person to whom such power of determination shall be delegated by the board of directors by resolution. Endorsements for deposit to the credit of the corporation in any of its authorized depositaries may be made, without any countersignature, by the chairman of the board, a vice chairman, or any vice president, or the senior vice president, corporate finance or any director of finance, or by any other officer or agent of the corporation appointed by any officer of the corporation to whom the board of directors, by resolution, shall have delegated such power of appointment, or by hand-stamped impression in the name of the corporation. SECTION 5. Transaction of Business: The corporation, or any division or department into which any of the business or operations of the corporation may have been divided, may transact business and execute contracts under its own corporate name, its division or department name, a trademark or a trade name. ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 1. (a) Fiscal Year: The fiscal year of the corporation shall end with the last Sunday of May of each year. (b) Staff and Divisional Titles: The chief executive officer may appoint at his discretion such persons to hold the title of staff vice president, divisional president or divisional vice president or other similar designation. Such persons shall not be officers of the corporation and shall retain such title at the sole discretion of the chief executive officer who may at his will and from time to time make or revoke such designation. SECTION 2. Notice and Waiver of Notice: Whenever any notice is required by these by-laws to be given, personal notice to the person is not meant unless expressly so stated; and any notice so required shall be deemed to be sufficient if given by depositing the same in a post office or post box in a sealed postpaid wrapper, addressed to the person entitled thereto at his post office address as shown on the stock books of the corporation, in case of a stockholder, and at his last known post office address in case of an officer or director who is not a stockholder; and such notice shall be deemed to have been given on the day of such deposit. In the case of notice by private express carrier, telex, facsimile or similar means,

notice shall be deemed to be sufficient if transmitted or sent to the person entitled to notice or to any person at the residence or usual place of business of the person entitled to notice who it is reasonably believed will convey such notice to the person entitled thereto; and notice shall be deemed to have been given at the time of receipt at such residence or place of business. Any notice required by these by-laws may be given to the person entitled thereto personally and attendance of a person at a meeting shall constitute a waiver of notice of such meeting. Whenever notice is required to be given under these bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. SECTION 3. Inspection of Books: The board of directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts, records and books of the corporation (except such as may, by statute, be specifically open to inspection), or any of them, shall be open to the inspection of the stockholders, and the stockholders' rights in this respect are and shall be restricted and limited accordingly. SECTION 4. Construction: All references herein (i) in the plural shall be construed to include the singular, (ii) in the singular shall be construed to include the plural and (iii) in the masculine gender shall be construed to include the feminine gender, if the context so requires. SECTION 5. Adjournment of Meetings: If less than a quorum shall be present at any meeting of the board of directors of the corporation, or of the executive committee of the board, or other committee, the meeting may be adjourned from time to time by a majority vote of members present, without any notice other than by announcement at the meeting, until a quorum shall attend. Any meeting at which a quorum is present may also be adjourned in like manner, for such time or upon such call, as may be determined by vote. At any such adjourned meeting at which a quorum may be present, any business may be transacted which might have been transacted at the meeting originally held if a quorum had been present thereat. SECTION 6. Indemnification: (a) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or

proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified or reimbursed against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under sub-sections (a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in sub-sections (a) and (b) of this section. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. (e) Expenses (including attorneys' fees) incurred by an officer or director in defending a civil, criminal,

administrative or investigative action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate. (f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. (g) The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section. (h) For purposes of this section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (i) For purposes of this section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to am employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be

in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this section. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. SECTION 7. Resolution of Board of Directors Providing for Issuance of Cumulative Preference Stock: For purposes of these by-laws the certificate of incorporation shall be deemed to include any certificate filed and recorded in accordance with section 151(g) of the Delaware Corporation Law which, in accordance with said section, sets forth the resolution or resolutions adopted by the board of directors providing for the issuance of cumulative preference stock or any series thereof. ARTICLE VII AMENDMENTS SECTION 1. Amendment of By-Laws: All by-laws of the corporation shall be subject to alteration or repeal, and new bylaws may be made, either by the stockholders at an annual meeting or at any special meeting, provided notice of the proposed alteration or repeal or of the proposed new by-laws be included in the notice of any such special meeting, or by the affirmative vote of a majority of the whole board of directors of the corporation at any regular meeting or at any special meeting of the board of directors, provided that notice of the proposed alteration or repeal or of the proposed new by-laws be included in the notice of any such special meeting; but the time and place for the election of directors shall not be changed within sixty (60) days next before the day on which the election is to be held, as in these by-laws provided; and provided further that no by-law shall be adopted which shall be in conflict with the provisions of the certificate of incorporation or any amendment thereto. By-laws made or altered by the stockholders or by the board of directors shall be subject to alteration or repeal either by the stockholders or by the board of directors; provided, however, that the board of directors shall have no power or authority to alter or repeal sub-section (b) of section 5 or sub-section (b) of section 11 of article II of these by-laws respecting eligibility of officers or employees of the corporation as members of the board of directors and of the executive committee of the board, or to make any alteration in sub-section (a) of section 5 or in sub-section (a) of section 11 of said article II which would reduce the number composing the board of directors below twelve (12) or the number composing the executive committee below eight (8); the sole right to make any such change being reserved to the stockholders. So long as any class or classes of stock or any one or more series of any class or classes of stock which have a separate vote as such class or series for the election of directors by such class or series shall be outstanding, no alteration, amendment, or repeal

of the provisions of sections 2, 3, 4, 5 and 6 of article I, sections 1, 5, 8 and 9 of article II, section 7 of article VI, and article VII of these by-laws which affects adversely the rights or preferences of any such outstanding class or series of stock shall be made without the consent or affirmative vote of the holders of at least two-thirds (2/3) of each such class or series entitled to vote; provided, however, that any increase or decrease in the number of directors set forth in the first sentence of sub-section (a) of section 5 of article II shall not be deemed adversely to affect such rights or preferences.

</TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-10.4 <SEQUENCE>4 <DESCRIPTION>EXB 10.4 -- EXECUTIVE INCENTIVE PLAN (6/1/95) <TEXT> EXHIBIT 10.4 GENERAL MILLS, INC. EXECUTIVE INCENTIVE PLAN As Amended Through June 1, 1995

GENERAL MILLS, INC. EXECUTIVE INCENTIVE PLAN PART I GENERAL PROVISIONS A. OBJECTIVE OF THE PLAN It is the intent of General Mills, Inc. (the "Company") to provide financial rewards to key executives in recognition of individual contributions to the success of the Company under the provisions of this Executive Incentive Plan (the "Plan"). Participant awards shall be based on the comparative impact of the position to the overall corporate results as measured by the position level, salary of the Participant, and the degree to which the individual impacts division/ subsidiary, group and corporate results. B. ELIGIBILITY Any active key management employee of the Company or any of its subsidiaries, including such members of the Board and the Chairman as are actively employed by the Company or its subsidiaries, shall be eligible to participate in the Plan. Eligibility shall not carry any rights to participation nor to any fixed awards under the Plan.

Employees on a commission basis, those who are members of any other Company incentive compensation plan, except the Stock Option and Long-Term Incentive Plans of General Mills, Inc., and persons acting in a consulting capacity shall not be eligible. C. PARTICIPATION As early as possible in each fiscal year (the "Plan Year"), management shall recommend from those eligible a list of proposed Participants in the Plan, and the Compensation Committee of the Board of Directors (the "Committee") thereupon shall determine and cause to be notified those who have been selected as Participants for the current Plan Year. Participants shall be those persons holding positions which most significantly affect operating results and provide the greatest opportunity to contribute to current earnings and the future success of the Company. During the year, other Participants may be added because of promotion or for other reasons warranting their inclusion, or Participants may be excluded from active participation because of demotion or other reasons warranting their exclusion. PART II BASE CASH AWARDS The size of a Participant's base cash incentive award ("Base Cash Award") under this Plan shall be preliminarily determined by the following formula: (Eligible Base Salary Earnings) x (Target Incentive Percent) x (Individual Performance Rating) x (Corporate/Unit Composite Rating) = (Base Cash Award) A. ELIGIBLE BASE SALARY EARNINGS The Eligible Base Salary Earnings is the total amount of regular base pay actually paid to a Plan Participant during the portion of the year the Participant is covered by the Plan. B. TARGET INCENTIVE PERCENT The Target Incentive Percent shall be determined by the Senior Vice President - Personnel using the following guidelines: 1. For Participants in evaluated jobs, the Target Incentive Percent will be determined based on job level at the time participation in the Plan commences. Persons transferred to a higher or lower job level during a Plan Year will have their Target Incentive Percent revised as of the effective date of the change in position. 2. For Participants in unevaluated jobs, the Target Incentive Percent shall be established in a manner consistent with the Target Incentive Percent established for evaluated jobs. C. INDIVIDUAL PERFORMANCE RATING

Individual performance for the Plan Year will be determined as follows: 1. At the beginning of each Plan Year, each Participant will develop written objectives for the year which are directly related to specific job accountabilities. 2. The individual objectives will be reviewed with each Participant's superior for acceptance and will become the primary basis for establishing the Individual Performance Rating for the year. For the Chief Executive Officer, such objectives will be reviewed and approved by the Committee. 3. Near the end of each Plan Year, each Participant will submit to his or her superior, a Summary of Accomplishments related to individual performance during the year. Based on this information and other information related to individual performance or job accountabilities, the superior will assign an individual rating from the following range: .0 - .50 Unsatisfactory .50 - .90 Improvement Needed .90 - 1.20 Satisfactory 1.20 - 1.40 Superior 1.40 - 1.50 Outstanding & Exceptional D. UNIT/CORPORATE PERFORMANCE RATING 1. Unit Rating Near the end of the Plan Year, each Participant will submit to his or her superior, a Unit Achievement Summary, which outlines the performance of his or her respective unit during the Plan Year and relates directly to annual program, the Company's long-range plans and other key operating objectives. This Unit Achievement Summary will be used, along with other information related to unit performance, in establishing a unit rating with a range of .0 (Unacceptable) to 1.8 (Outstanding and Exceptional). 2. Corporate Rating At the beginning of each Plan Year, the Committee shall establish a rating schedule based upon the Company's growth in Earnings Per Share (Pre-LIFO) and the Company's Return on Capital for the Plan Year. Based on this schedule, the Committee will, at the end of each Plan Year, establish a corporate rating for the year. Individual and unit ratings will be recommended by the Participant's manager and reviewed by one additional level of management. All individual and unit ratings for Plan Participants will be submitted to the Company's Incentive

Committee for review and approval. 3. Unit/Corporate Weightings The ratings established in 1. and 2. above shall be weighted based on job level according to the following schedule: Corporate Portion Senior Corporate Officers Operating General Managers and Corporate Staff Officers All Other Officers E. REVIEW AND APPROVAL OF RATINGS All individual and unit ratings will be determined by the Participant's manager and reviewed and approved by one additional level of management. In addition, the Incentive Committee shall review and approve all ratings prior to their submissions to the Committee. The final ratings and incentive award amounts shall be reviewed and approved by the Committee which shall have full authority and discretion to set all final Base Cash Awards. All awards under this Plan for corporate officers and that portion of the award related to corporate performance of all other Participants (including amounts attributable to stock matching under Part III) shall be subject to the 1933 Shareholder Resolution on Profit Sharing, as amended. All other awards, if any, under this Plan shall be considered ordinary bonuses under the terms and conditions of the 1933 Resolution. PART III STOCK MATCHING PROVISIONS A. ALTERNATIVES FOR PARTICIPATION IN STOCK MATCHING Subject to the provisions set forth below (the "Stock Matching Provisions"), Participants under age 55 are eligible to receive additional incentive compensation in the form of common stock of General Mills, Inc. ("Common Stock") contributed by the Company ("Stock Matching"), and Participants age 55 or over may elect to receive all or a portion of their additional incentive compensation in the form of Stock Matching and/or an "Additional Cash Award." 1. Participants under age 55 as of the last day of the Plan Year are eligible to participate in the Stock Matching Provisions of the Plan by depositing shares of Common Stock with a Fair Market Value equal to 25% of their Base Cash Award. 2. Participants age 55 or over as of the last day of the Plan 100% 50% 25% Unit Portion N/A 50% 75%

Year may elect full, partial, or no participation in the Stock Matching Provisions according to the following schedule: Fair Market Value of Shares to be Deposited as % of Base Cash Award 25% 15% 10% 5% 0%

Level of Stock Matching Participation Full Participation Partial Participation No Participation in Stock Matching

Additional Cash Award 0% 6% 9% 12% 15%

3. On or before the December 31 immediately preceding the end of the Plan Year, Participants must notify the Company in writing of the applicable participation alternatives elected under the Stock Matching Provisions. Elections regarding Stock Matching participation are effective for the current Plan Year. Dividends may be paid to the Participant or reinvested, at the election of the Participant, under the Company's Automatic Dividend Reinvestment Plan. B. PARTICIPATION IN STOCK MATCHING 1. The Company shall notify each Participant who participates in the Stock Matching Provisions of the maximum number of shares of Common Stock which they are permitted to deposit under the Plan, and Participants may choose to deposit all or any portion of the number of shares so permitted to be deposited (the "Original Deposit"). Participants can make their Original Deposit at any time after they receive their Base Cash Award, but Participants must deposit such shares with the Company (the "Agent") no later than the December 1 immediately following the end of the Plan Year. 2. Any Participant who dies, retires on or after age 65, elects early retirement after age 55, or is permanently disabled and unable to work as determined by the Corporate Medical Director, either during a Plan Year or prior to the final date for depositing the Original Deposit shares for such Plan Year (December 1), shall not be eligible to participate in the Stock Matching Provisions, but instead, such Participant, or the Participant's legal representative, shall receive an Additional Cash Award for the Plan Year in an amount equal to twenty-five percent (25%) of any Base Cash Award paid or payable for that Plan Year. C. DISTRIBUTIONS AND WITHDRAWALS 1. Restricted Stock As soon as practical following the Original Deposit by a

Participant, the Company shall match these shares and deposit with the Agent for the Participant's account one share of Common Stock for each share of the Original Deposit. The shares deposited by the Company shall vest and be delivered to the Participant fifty percent (50%) after year three and fifty percent (50%) after year six, provided the Participant's Original Deposit has been left on deposit through the threeyear and six-year periods and all other provisions of the Plan have been met (the "Restricted Stock"). 2. Temporary Withdrawal for Option Exercise A Participant may temporarily withdraw all or a portion of the shares on deposit for all Plan Years (other than Restricted Stock) in order to exercise Company stock options, subject to an equal number of shares of Common Stock being promptly redeposited with the Agent after such exercise. 3. Maximum Shares Subject to the provisions in III.C.4. hereof, and subject to the limitations contained in the 1933 Shareholder Resolution on Profit Sharing, as amended, the maximum value, at the time of the award, of the shares for which Restricted Stock may be granted under the Plan in respect of any fiscal year is one and one quarter percent (1.25%) of the earnings before taxes on income (excluding extraordinary items) of the Company for such fiscal year; provided, however, that in no event shall such maximum value be greater than two and one-half percent (2.5%) of the amount, if any, by which such earnings exceed ten percent (10%) of total stockholders' equity of the Company as of the beginning of such fiscal year. 4. Share Adjustment The number of shares subject to the Plan and the outstanding Restricted Stock may be appropriately adjusted by the Committee in the event that: (i) the number of outstanding shares of Common Stock of the Company shall be changed by reason of split-ups, combinations or reclassifications of shares; (ii) any stock dividends are distributed to the holders of Common Stock of the Company; or (iii) the Common Stock of the Company is converted into or exchanged for other shares as a result of any merger or consolidation (including a sale of assets) or other recapitalization. 5. Share Price The value of the shares of Common Stock which are required for deposit shall be equal to one hundred percent (100%) of the Fair Market Value of the shares as of the first business day of June of such year of deposit. "Fair Market Value," for the purpose of the Plan, shall equal the mean of the high and low price of the Common Stock on the New York Stock Exchange on such date.

D. DEFINITION OF PLAN YEAR For stock matching purposes, the Plan Year shall be defined as the period beginning June 1 and ending May 31 of the following year. E. VESTING AND DELIVERY OF RESTRICTED STOCK 1. Three-Year Vesting The requirement for shares to be on deposit for three years shall be considered to have been fulfilled if such shares are left on deposit with the Agent until the first business day of June of the third year following the year of deposit for such Plan Year, on which date the three-year vesting shall occur (except as otherwise provided in Section F of Part III). Delivery of the shares will be made at the time the Base Cash Awards are distributed at the end of June. 2. Six-Year Vesting The six-year vesting requirement shall be considered to have been fulfilled as of the first business day of June, three years after the third-year vesting and delivery for the Plan Year, provided the Original Deposit has been left on deposit with the Agent until the first business day of June of the sixth-year following the year of deposit for such Plan Year, on which date the six-year vesting shall occur (except as otherwise provided in Section F of Part III). Delivery of the shares will be made at the time the Base Cash Awards are distributed at the end of June. F. RESTRICTED STOCK VESTING AND DELIVERY UNDER SPECIAL CONDITIONS 1. Normal Retirement, Late Retirement or Permanent Disability for Work Vesting and delivery of all Restricted Stock shall be made to a Participant who retires on or after age 65 or who is permanently disabled and unable to work (as determined by the Corporate Medical Director) while a Participant under the Plan. 2. Early Retirement (a) A Participant taking early retirement (after age 55) may elect to leave stock on deposit until the Participant reaches age 65, or, if earlier, the fulfillment of the three-year and/or six-year vesting requirements of Section E. of Part III. (b) When the Participant attains age 65, if the Participant has left the original stock on deposit, all Restricted Stock shall vest and be delivered, unless such Restricted Stock shall have vested and have been delivered at an earlier date pursuant to Section E. of Part III. (c) In the event that the Participant elects to withdraw the

Original Deposit from the account prior to age 65, and before the three-year or six-year vesting dates, the Participant shall vest in a proportionate number of shares of such Restricted Stock. Such proportionate vesting shall be the percentage of the three-year or six-year period, as the case may be, which has already expired. 3. Death The heirs or estate of any Participant who dies before the three-year or six-year vesting shall vest in a proportionate number of shares of Restricted Stock. Such proportionate vesting shall be the pro-rata share, based on full months, of the three-year or six-year period, as the case may be, which has already expired. 4. Voluntary Resignation No Participant in a Plan Year who resigns voluntarily (unless for the convenience of the Company) shall vest in Restricted Stock. 5. Change of Control All Restricted Stock shall vest and be delivered to the Participant if there is a change of control as provided in Part V. G. ASSIGNMENT OF PARTICIPANT'S ACCOUNTS Participants' interests in the Original Deposit or the Restricted Stock may not be sold, pledged, assigned or transferred in any manner, other than by will or the laws of descent and distribution, so long as such shares are held by the Agent, and any such sale, pledge, assignment or other transfer shall be null and void. PART IV DEFERRAL OF PAYMENT OF CASH INCENTIVE AWARDS A Participant may elect to defer all or a portion of a Base Cash Award and any additional cash award received (collectively "Cash Award") during each calendar year from and after January 1, 1982 in accordance with the terms and conditions of the General Mills, Inc. Deferred Compensation Plan. In order to defer all or a portion of the Cash Award for a particular calendar year, a Participant must make a valid election by executing and filing a Deferral Election Form with the Company on or before the December 31 immediately preceding the end of the Plan Year. If a Participant elects to defer all or a portion of the Cash Award for a particular year, the Participant shall automatically become a participant in the General Mills, Inc. Deferred Compensation Plan, and any amounts so deferred shall be subject to the provisions of such plan. PART V PLAN ADMINISTRATION

This Plan shall be effective in each fiscal year of the Company and shall be administered by the Committee and the Committee shall have full authority to interpret the Plan. Such interpretations of the Committee shall be final and binding on all parties, including the Participants, survivors of the Participant, and the Company. The Committee shall have the authority to delegate the duties and responsibilities of administering the Plan, maintaining records, issuing such rules and regulations as it deems appropriate, and making the payments hereunder to such employees or agents of the Company as it deems proper, but only to the extent such delegation does not adversely affect the ability of the Plan to comply with the conditions for exemption from Section 16 of the Securities Exchange Act of 1934 (or any successor provisions). The Board, or if specifically delegated, its delegate, may amend, modify or terminate the Plan at any time, provided, however, that no such amendment, modification or termination shall adversely affect any accrued benefit under the Plan to which a Participant, or the Participant's beneficiary, is entitled prior to the date of such amendment or termination, unless the Participant, or the Participant's beneficiary, becomes entitled to an amount equal to the value of such benefit under another plan, program or practice adopted by the Company. Notwithstanding the above, no amendment, modification, or termination which would affect benefits accrued under this Plan prior to such amendment, modification or termination may occur after a Change of Control without the written consent of a majority of the Participants determined as of the day before such Change of Control. A Change of Control shall mean the occurrence of any of the following events: (a) any person (including a group as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) becoming, directly or indirectly, the beneficial owner of twenty percent (20%) or more of the shares of stock of General Mills, Inc. entitled to vote for the election of directors; (b) as a result of or in connection with any cash tender offer, exchange offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were directors of the Company just prior to such event shall cease to constitute a majority of the Company's Board of Directors; or (c) the stockholders of the Company approve an agreement providing for a transaction in which the Company will cease to be an independent publicly-owned corporation or a sale or other disposition of all or substantially all of the assets of the Company occurs. In the event the Company shall effect one or more changes, split-ups or combinations of shares of Common Stock or one or more other like transactions, the Board or the Committee may make such adjustment, upward or downward, in the number of shares of Common Stock to be deposited by the Participants as shall appropriately reflect the effect of such transactions. In the event the Company shall distribute shares of a subsidiary of

the Company to its stockholders in a spin-off transaction, the shares of stock of the subsidiary distributed to Participants which are attributable to Restricted Stock shall be vested and delivered to the Participants subject to any specific instructions of the Committee. Neither any benefit payable hereunder nor the right to receive any future benefit under the Plan may be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a person eligible for any benefits becomes bankrupt, the interest under the Plan of the person affected may be terminated by the 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. With respect to persons subject to Section 16 of the Securities Exchange Act of 1934 ("1934 Act"), transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. 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. All questions pertaining to the construction, validity and effect of the Plan shall be determined in accordance with the laws of the United States and the laws of the State of Minnesota.

</TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-10.12 <SEQUENCE>5 <DESCRIPTION>EXB 10.12 -- DEFERRED COMPENSATION PLAN (1/1/95) <TEXT> EXHIBIT 10.12 GENERAL MILLS, INC. DEFERRED COMPENSATION PLAN As Amended Through January 1, 1995 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.

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. Under current tax law, amounts properly deferred and the "rate of return" credited to such amounts are not taxable (except for FICA taxation, as required) as income until they are paid. Under current tax law, proceeds 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 pursuant to the provisions of any of these programs or the agreement. 3. PLAN ADMINISTRATION (i) Minor Amendment Committee. 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. (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 13 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) Deferral Election. A Participant can elect to defer incentive compensation by completing and submitting to the Company a deferral election form by December 31 of each year. Such election shall apply to the Participant's incentive compensation, if any, to be paid in the next calendar year. A Participant's deferral election may apply to: (a) 100% of the 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 incentive compensation. If eligible to participate in the Unit Performance Fund as specified in Section 5(d), a Participant may elect to defer base salary by completing and submitting to the Company a deferral election form prior to the start of the deferral period and pursuant to existing Unit Performance Fund guidelines. (ii) Payment of Deferred Amounts. At the time of a Participant's deferral election, a Participant must also select a distribution date and a form of payment. The distribution date may be any date that is at least one year subsequent to the date the

compensation would otherwise be payable. With respect to any deferral election made or amended on or after December 1, 1994, 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 amounts paid in a single payment, 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. Notwithstanding the above, the following provisions shall apply: (a) If the employment of a Participant terminates prior to the date of any incentive compensation award, then any deferral election made with respect to such incentive compensation award shall not become effective. (b) 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 payment is in the best interest of the Company, require that full payment of all amounts due be accelerated and paid as of the first business day of the calendar year next following the date of termination, or, if a Participant has elected a "rate of return" in a Unit Performance Fund as specified in Section 4(d), after the end of the last applicable Unit Performance Fund period. (c) As to all previous and future Plan years, a Participant who (A) has elected a distribution date and distribution in either a lump sum or substantially equal installments and (B) is not within twelve (12) months of the date that such deferred amount or the first installment thereof would be paid under this Plan, shall be permitted to make no more than two amendments to the initial election to defer payments 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 payment is changed to substantially equal annual installments for a period not to exceed ten (10) years or is changed to a lump sum. (d) A Participant may, at any time prior

or subsequent to the commencement of 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. (iii) 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 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 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. 5. DEFERRED ACCOUNTS AND INVESTMENT RETURNS ON AMOUNTS IN DEFERRED ACCOUNTS A deferred incentive compensation account ("Deferred

Account") will be established on behalf of each Participant, and the amount of deferred incentive compensation will be credited to each Participant's Deferred 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 Account will be credited monthly with a "rate of return" on the total deferred 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 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 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; (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; or (d) as to select management employees approved by the Senior Vice President, Personnel, the rates of return of the Unit Performance Funds as established pursuant to the rules of the Minor Amendment Committee. Participants may elect to have any combination of the above "rates of return" accrue on amounts in their Deferred 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 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 Account will be credited monthly with the "rate(s) of return" elected by the Participant until the amount in each Participant's Deferred Account is distributed to the Participant on the distribution date(s) elected by the Participant. Each Participant shall receive a quarterly statement of the balance of his or her Deferred Account. 6. COMPANY CONTRIBUTIONS TO DEFERRED 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 Account will be credited with hypothetical interest in an amount equal to 2-1/2% of the Participant's deferred 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 incentive compensation amount to the VIP. In addition, as soon as practicable following the end of each fiscal year, each Participant's Deferred Account may be credited with hypothetical interest in an amount not to exceed 2-1/2% of the Participant's deferred 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 incentive compensation amount to the VIP. 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 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 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. 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 earlier than initially elected. 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 payments will be accelerated only to the extent reasonably necessary to alleviate the financial hardship. 9. DEATH OF A PARTICIPANT If the death of a Participant occurs before a full distribution of the Participant's Deferred Account is made, a lump sum payment shall be made to the beneficiary designated by the Participant to receive such amounts. This payment shall be made as soon as practical following notification that death has occurred. In the absence of any such designation, payment shall be made to the personal representative, executor or administrator of the Participant's estate.

10. IMPACT ON OTHER BENEFIT PLANS The Company may maintain life, disability, retirement and/or savings plans under which benefits earned or payable are related to earnings of a Participant. Life and disability plan benefits will generally be based upon the earnings that a Participant would have earned in a given calendar year in the absence of any deferral hereunder. Retirement benefits under a qualified pension plan maintained by the Company or an affiliate will be based upon earnings actually paid to a Participant during any given Plan year. If a person terminates employment with a right to a vested benefit under a qualified plan maintained by the Company or an affiliate, and if the actual income for pension purposes was reduced because of a 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. 11. NON-ASSIGNABILITY OF INTERESTS The interests herein and the right to receive distributions under this Plan may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any charge or legal process, and if any attempt is made to do so, or a Participant becomes bankrupt, the interests of the Participant under the Plan may be terminated by the Minor Amendment Committee, which, in its sole discretion, may cause the same to be held or applied for the benefit of one or more of the dependents of such Participant or make any other disposition of such interests that it deems appropriate. Notwithstanding the foregoing, in the event a Participant has received an overpayment from the Supplemental Retirement Plan of General Mills, Inc. 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 Accounts. 12. AMENDMENTS TO PLAN The Company, or if specifically delegated, its delegate, reserves the right to suspend, amend or otherwise modify or terminate this Plan at any time, without notice. However, this Plan may not be

suspended, amended, otherwise modified, or terminated after a Change in Control without the written consent of a majority of Participants determined as of the day before such Change in Control occurs. A "Change in Control" shall mean the occurrence of any of the following events: (a) any person (including a group as defined in Section 13(d)(3) of the Securities Exchange Act of 1934) becomes the beneficial owner, directly or indirectly, of twenty percent (20%) or more of the shares of the Company entitled to vote for the election of directors; (b) as a result of or in connection with any cash tender offer, exchange offer, merger or other business combination, sales of assets or contested election, or combination of the foregoing, the persons who were directors of the Company just prior to such event shall cease to constitute a majority of the Company's Board of Directors; or (c) the shareholders of the Company approve an agreement providing for a transaction in which the Company will cease to be an independent publiclyowned corporation or a sale or other disposition of all or substantially all of the assets of the Company occurs. Notwithstanding any other provision 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 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 amounts that are or will be payable to such Participants under the Plan before such amounts are scheduled to be paid. In making this determination, the Minor Amendment Committee shall take into account the hardship that would be imposed on Participants or their beneficiaries by the payment of federal income taxes under such circumstances. 13. 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. 14. EFFECTIVE DATE AND PLAN YEAR

This Plan became effective as of May 1, 1984. It shall operate on a calendar year basis thereafter. The Plan 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 and January 1, 1995.

</TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-10.15 <SEQUENCE>6 <DESCRIPTION>EXB 10.15 -- AGMTS DATED 11/29/89 BTWN NESTLE & GMI <TEXT> 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 Nestle S.A. Avenue Nestle 55 CH - 1800 Vevey Attention: Legal Department

If to Limited:

(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 General Mills, Inc. Number One General Mills Boulevard Minneapolis, MN 55426 Attention : General Counsel

If to Limited:

(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

</TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-10.17 <SEQUENCE>7 <DESCRIPTION>EXB 10.17 -- STOCK PLAN FOR NON-EMPLOYEE DIRECTORS (6/26/95) <TEXT> EXHIBIT 10.17 GENERAL MILLS, INC. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS As Amended Through June 26, 1995

GENERAL MILLS, INC. STOCK PLAN FOR NON-EMPLOYEE DIRECTORS 1. Purpose. The purpose of the General Mills, Inc. Stock Plan for Non-Employee Directors (the "Plan") is to increase the proprietary interest of Non-Employee Directors in General Mills, Inc. (the "Company") by granting them non-qualified options to purchase common stock of the Company ("Common Stock") and shares of Common Stock subject to the restrictions described herein ("Restricted Stock") that will promote long-term shareholder value through ownership of Common Stock. 2. Administration. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company. Grants of options to purchase Common Stock under the Plan and the amount and nature of the awards of Restricted Stock shall be made automatically as provided in Section 4. However, the Compensation Committee shall have full authority to interpret the Plan, to promulgate such rules and regulations with respect to the Plan as it deems desirable and to make all other determinations necessary or appropriate for the administration of the Plan, and such determinations shall be final and binding upon all persons having an interest in the Plan. 3. Participation. Each member of the Board of Directors of the Company who is not an employee of the Company or any of its subsidiaries at the date of each grant or award (a "Non-Employee Director") shall be eligible to participate in the Plan. 4. Awards under the Plan. The number of shares of Common

Stock originally authorized for grants under the Plan was 50,000 shares, subject to adjustment as provided in Section 5. As of June 1, 1992, and subject to the adjustment as provided in Section 5, there remain 62,400 shares authorized to be issued under the Plan (as adjusted for stock splits). (a) Non-qualified Stock Options (i) Grant of Options. Each Non-Employee Director on the effective date of the Plan shall be awarded an option (an "Option") to purchase 1,250 shares of Common Stock. Each person who becomes a Non-Employee Director for the first time after the effective date of the Plan shall be awarded an Option to purchase 2,500 shares of Common Stock, effective as of the date such person becomes a Non-Employee Director. The written agreement evidencing each Option granted under the Plan shall be dated as of the applicable date of grant. Each NonEmployee Director accepting an Option grant shall execute and return a copy of the agreement to the Company. Any shares issued pursuant to Options may consist, in whole or in part, of authorized and unissued shares of Common Stock or shares of Common Stock in the Company's treasury. All Options granted under the Plan shall be non-statutory options not entitled to special tax treatment under Section 422A of the Internal Revenue Code of 1986, as amended. (ii) Option Exercise Price. The per share price to be paid by the Non-Employee Director at the time an option is exercised shall be 100% of the Fair Market Value of the Common Stock on the date of grant. "Fair Market Value" shall equal the mean of the high and low price for the Common Stock on the New York Stock Exchange on the relevant date or, if the New York Stock Exchange is closed on that date, on the last preceding date on which the Exchange was open for trading. (iii) Term of Option. Each Option shall expire ten (10) years from the date of grant. (iv) Exercise of Option. Each Option shall not be exercisable before the expiration of one year from the date the Option is granted; provided, however, that notwithstanding any other provision of this Plan, no Option shall be exercisable within six months from its grant date, or such greater or lesser period as may be prescribed by Rule 16b-3 promulgated under the Securities Exchange Act of 1934 (the "1934 Act"), or any successor rule thereto. (v) Method of Exercise and Tax Obligations. Each notice of exercise shall be accompanied by the full purchase price of the shares being purchased. Such payment may be made in cash, check, shares of Common Stock valued using the Fair Market Value as of the exercise date or a combination thereof. The Company may also require payment of the amount of any federal, state or local withholding tax attributable to the exercise of an Option or the delivery of shares of Common Stock upon

lapse of the Restricted Period described below. (vi) Non-transferability. An Option shall be nonassignable and non-transferable by a Non-Employee Director other than by will or the laws of descent and distribution. A Non-Employee Director shall forfeit any Option assigned or transferred, voluntarily or involuntarily, other than as permitted under this subsection. An Option may be exercised during the NonEmployee Director's lifetime only by such person or his or her guardian or legal representative. (b) Restricted Stock. (i) Awards. Each Non-Employee Director on the effective date of the Plan shall be granted an award of two hundred (200) shares of Common Stock, restricted as described below ("Restricted Stock"). At the close of business on each successive annual stockholders' meeting date thereafter, each Non-Employee Director then elected to the Board shall be granted an award of four hundred (400) shares of Restricted Stock. All Restricted Stock shall be issued from the Company's treasury and shall not be newly-issued Common Stock. Each award shall be evidenced by a written agreement executed by or on behalf of the Company and the Non-Employee Director. (ii) Restricted Period. The restrictions set forth shall apply from the date of each grant until the later of the following: (1) the last day on which the New York Stock Exchange is open for trading immediately prior to the annual stockholders meeting next succeeding the grant of such Restricted Stock, or (2) completion of the Non-Employee Director's term of service on the Board of Directors by resignation, retirement, death or otherwise (the "Restricted Period"). Until the expiration of the Restricted Period, none of the Restricted Stock may be sold, transferred, assigned, pledged or otherwise encumbered or disposed of, and all of the Restricted Stock shall be forfeited and all further rights of the Non-Employee Director to or with respect to such Restricted Stock shall terminate without any obligation on the part of the Company unless the NonEmployee Director has remained a Non-Employee Director throughout the Restricted Period applicable to such Restricted Stock. (iii) Other Terms and Conditions. A stock certificate representing the number of shares of Restricted Stock granted shall be registered in the NonEmployee Director's name but shall be held in custody by the Company. Each such certificate shall bear a legend giving notice of the restrictions. Each Non-Employee Director must also endorse in blank and return to the Company a stock power for each Restricted Stock certificate. During the Restricted Period, each NonEmployee Director shall have all the rights and privileges of a shareholder with respect to the Restricted Stock, including the right to vote the shares and to receive dividends thereon. At the expiration of

the Restricted Period, a stock certificate free of all restrictions for the number of shares of Restricted Stock so registered shall be delivered to the Non-Employee Director or his or her estate. (c) Change of Control. The Options granted hereunder shall become exercisable and the restrictions on the Restricted Stock shall lapse upon the occurrence of a "Change of Control." Each of the following shall constitute a "Change of Control": (a) if any person (including a group as defined in Section 13(d)(3) of the 1934 Act) becomes, directly or indirectly, the beneficial owner of 20% or more of the shares of the Company entitled to vote for the election of directors; (b) as a result of or in connection with any cash tender offer, exchange offer, merger or other business combination, sale of assets or contested election, or combination of the foregoing, the persons who were Directors of the Company just prior to such event cease to constitute a majority of the Company's Board of Directors; or (c) the stockholders of the Company approve an agreement providing for a transaction in which the Company will cease to be an independent publicly-owned corporation or a sale or other disposition of all or substantially all of the assets of the Company occurs. 5. Adjustments. In the event of a stock dividend or stock split, or combination or other reduction in the number of issued shares of Common Stock, a merger, consolidation, reorganization, recapitalization, sale or exchange of substantially all assets or dissolution of the Company, then appropriate adjustments shall be made in the shares and number of shares of Common Stock subject to and authorized by this Plan and the Option prices specified, in order to prevent dilution or enlargement of the rights of the Non-Employee Directors under the Plan. 6. Amendment of the Plan. The Board of Directors may suspend or terminate the Plan or any portion thereof at any time, and the Board of Directors may amend the Plan from time to time as may be deemed to be in the best interests of the Company; provided, however, that no such amendment, alteration or discontinuation shall be made (a) that would impair the rights of a Non-Employee Director with respect to Options and Restricted Stock theretofore awarded, without such person's consent, or (b) without the approval of the stockholders (i) if such approval is necessary to comply with any legal, tax or regulatory requirement, including any approval requirement which is a prerequisite for exemptive relief from Section 16(b) of the 1934 Act; or (ii) to increase the maximum number of shares subject to this Plan, increase the

maximum number of shares issuable to any Non-Employee Director under this Plan, or change the definition of persons eligible to receive awards under this Plan, or (c) if the Plan has been amended within the preceding six months, unless such amendment is necessary to comply with changes in the Internal Revenue Code of 1986, as amended, or the Employment Retirement Income Security Act of 1974, as amended, or rules promulgated thereunder. 7. Miscellaneous Provisions. Neither the Plan nor any action taken hereunder shall be construed as giving any Non-Employee Director any right to be nominated for re-election to the Board. The Plan shall be governed by the laws of the state of Delaware. 8. Effective Date and Duration of Plan. The Plan shall, subject to approval of the stockholders at the 1990 Annual Meeting, be deemed effective September 17, 1990. No awards shall be made hereunder after September 30, 1998. 9. Section 16. With respect to persons subject to Section 16 of the Securities Exchange Act of 1934 ("1934 Act"), transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. 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 September 17, 1990 Amended June 1, 1991 Amended June 1, 1992 Amended June 26, 1995 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-11 <SEQUENCE>8 <DESCRIPTION>EXB 11 -- STATEMENT OF DETERMINATION OF COMMON SHARES <TEXT> EXHIBIT 11 <TABLE> GENERAL MILLS, INC. STATEMENT OF DETERMINATION OF COMMON SHARES AND COMMON SHARE EQUIVALENTS (in millions) <CAPTION> Weighted average number of common shares and common share equivalents assumed outstanding For the Fiscal Years Ended May 28, 1995 May 29, 1994 May 30, 1 993 <S> <C> <C> <C>

Weighted average number of common shares outstanding, excluding common stock held in treasury (a) Common share equivalents resulting from the assumed exercise of certain stock options (b) * Total common shares and common share equivalents <FN> Notes:

158.0

159.1

163.1

2.1 *

2.4 *

3.3

160.1

161.5

166.4

(a) Computed as the weighted average net shares outstanding on stock-exchange trading days. (b) Common share equivalents are computed by the "treasury stock" method. This method first determines the number of shares issuable under stock options that had an option price below the average market price for the period, and then deducts the number of shares that could have been repurchased with the proceeds of options exercised. * Common share equivalents are not material. As a result, earnings per share have been computed using the weighted average of common shares outstanding of 158.0 million, 159.1 million and 163.1 million for fiscal 1995, 1994 and 1993, respectively. </FN> </TABLE> </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-12 <SEQUENCE>9 <DESCRIPTION>EXB 12 -- STATEMENT OF RATIO OF EARNINGS TO FIXED CHARGES <TEXT> EXHIBIT 12 GENERAL MILLS, INC. RATIO OF EARNINGS TO FIXED CHARGES May 28, 1995 Ratio of Earnings to Fixed Charges. . . . . 4.10 Fiscal Year Ended May 29, May 30, May 31, 1994 1993 1992 6.18 8.62 9.28 May 26, 1991 8.06

For purposes of computing the ratio of earnings to fixed charges, earnings represent pretax income from continuing operations plus fixed charges (net of capitalized interest). Fixed charges represent interest (whether expensed or capitalized) and one-third (the proportion deemed representative of the interest factor) of rents of continuing operations.

</TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-13 <SEQUENCE>10 <DESCRIPTION>EXB 13 -- 1995 ANNUAL REPORT TO STOCKHOLDERS <TEXT> EXHIBIT 13 MANAGEMENTS DISCUSSION OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION In fiscal 1995 the General Mills Board of Directors decided to separate the Company into two independent public corporations, one for consumer foods and one for restaurants. The Board's decision was based on the belief that separate corporations with highly integrated strategies, organizations and incentive programs will produce the strongest growth performance and thereby enhance longterm shareholder value. General Mills completed the spin-off distribution of the Restaurant operations as a separate, freestanding company, Darden Restaurants, Inc. (Darden), to our shareholder on May 28, 1995. Also in May 1995, General Mills sold the Gorton's frozen and canned seafood products business to allow management to sharpen its focus on the best growth and return opportunities in Foods. Both the Restaurant operations and Gorton's are presented as discontinued operations within these financial statements for all periods presented. Results of Operations For the year ended May 28, 1995, combined earnings for continuing and discontinued operations before unusual items totaled $3.12 per share, down 11 percent from $3.50 per share in 1994, as various operating actions taken to benefit future performance curtailed current-year results. These fiscal 1995 combined earnings were reduced by a net after-tax charge of $125.3 million, or $.79 per share, related to the costs of various restructuring actions partially offset by the gain on the sale of Gorton's. Fiscal 1994 results included an unusual after-tax charge of $87.1 million, or $.55 per share to cover estimated costs associated with improper use of a pesticide by an independent contractor treating some of the Company's oat supplies. Including these charges, net earnings totaled $367.4 million, or $2.33 per share, in 1995 and $469.9 million, or $2.95 per share in 1994. Continuing Operations In 1995, earnings for continuing Consumer Foods operations totaled $371.3 million, or $2.35 per share, before restructuring charges, down 13 percent from $427.1 million, or $2.69 per share in the prior year. The profit results reflect the oats disruption experienced in the first quarter, when cereal shipments declined 21 percent, as well as lower shipments of domestic snack products and the impact of strategic trade-promotion changes that we expect will increase future efficiency but that resulted in unit volume

declines during 1995. Total domestic unit volume was down 4 percent, and sales for continuing operations of $5.03 billion were 6 percent lower. In the United States, Yoplait and Colombo yogurts, Foodservice operations, family and bakery flour, and Betty Crocker dinner mix products each recorded excellent performance, with volume gains and profits at an all-time high. Big G cereal unit volume was down 8 percent for the year, and sales declined 12 percent, reflecting both the lower volume and Big G's lower selling prices instituted in April 1994. Profits declined by a lesser percentage than sales. Big G's pound market share in fiscal 1995 was 22 percent, reflecting steady rebuilding over the year from a first-quarter low of 20 percent to over 23 percent in recent months. Snack product sales were down 11 percent and profits were down significantly. Outside the U.S., Canadian food operations recorded a 12 percent unit volume gain and increased their cereal market share by nearly 1 percentage point to 15 percent. CPW, the company's cereal joint venture with Nestle, reported 21 percent volume growth for the 12 months ended in March and sales increased 28 percent to about $500 million. Combined results for CPW's initial four European markets, entered in 1991, reached profitability during the year. The Snack Ventures Europe (SVE) joint venture with PepsiCo Foods International recorded good profit growth and 15 percent volume growth in 1995, and sales increased to about $830 million. Restructuring charges for continuing operations in 1995 totaled $111.6 million, or 71 cents per share, and primarily related to elimination of the company's least-efficient manufacturing capacity and to sales organization restructuring. Collectively, the restructuring actions taken in 1995 are expected to generate annual after-tax earnings improvements of about $20 million beginning in 1996. In 1994 there was an unusual after-tax charge of $87.1 million, or 55 cents per share, related to the improper pesticide application noted above. After unusual charges, earnings from continuing operations were $259.7 million, or $1.64 per share, in 1995 and $340.0 million, or $2.14 per share, in 1994. Sales for continuing Consumer Foods operations grew 4 percent in 1994 to $5.33 billion with domestic packaged foods unit volume increasing 3 percent. Earnings were $427.1 million, or $2.69 per share in 1994 as compared to $441.4 million, or $2.71 per share in 1993, excluding unusual items from both years. Big G's profit declined in 1994 reflecting the year-long cereal market promotional escalation and the fourth-quarter impact of our pricing and promotional actions (reduced prices on largest cereal brands and reduced spending on inefficient consumer cereal coupons and trade promotions). Yoplait yogurt, Betty Crocker Products, Canada Foods and SVE posted profit increases in 1994. Including unusual items for both years, net earnings totaled $340.0 million, or $2.14 per share, in 1994 and $411.0 million, or $2.52 per share in 1993. Net interest expense in 1995 was $101.2 million, an increase of $22.4 million from 1994, primarily due to increased working capital, higher interest rates, and previous borrowings associated with the company's share repurchase program. The 1994 net interest expense of $78.8 million was $22.8 million greater than 1993, primarily due to funding required for the share repurchase program.

The effective income tax rates in 1995, 1994, and 1993 were 35.8%, 38.0%, and 39.2%, respectively. Excluding unusual items in all years, the rates were 36.8%, 38.5%, and 38.1%, respectively. The lower rate in 1995 was due to a number of factors, including a lower impact from state income taxes. The effective rate in fiscal 1996 is expected to be closer to 38%. It is management's view that changes in the rate of inflation have not had a significant effect on profitability from continuing operations over the three most recent years. Management attempts to minimize the effects of inflation through appropriate planning and operating practices. During the first quarter of fiscal 1995, the company adopted SFAS #115, "Accounting for Certain Investments in Debt and Equity Securities," with no impact on net earnings. Discontinued Operations In 1995, earnings from discontinued operations before nonrecurring items totaled $121.4 million, or 77 cents per share, compared with $129.7 million, or 81 cents per share, in the prior year. Net results for discontinued operations include a net gain of $53.3 million, or 34 cents per share, from the sale of Gorton's less costs associated with the conversion of the Red Lobster Japan joint venture to a royalty agreement. This net gain was offset by charges totaling $67.0 million, or 42 cents per share, related to selected restaurant-unit closings and the expenses associated with separation into two companies. Fiscal 1994 results for discontinued operations include a $3.7 million, 2-cent per share, gain from accounting changes. Including these nonrecurring items in both years, net earnings from discontinued operations were $107.7 million, or 69 cents per share, in 1995 and $133.4 million, or 83 cents per share, in 1994. The earnings from discontinued operations in 1994 before nonrecurring items of $129.7 million, or 81 cents per share, compares with $122.0 million, or 75 cents per share, before unusual items in 1993. The unusual charge in 1993 of $26.9 million, or 17 cents per share, related primarily to restaurant closings in the U.S. and Canada. See note two to the Consolidated Financial Statements for discussion of the discontinued operations. Financial Condition The Company intends to manage its businesses and financial ratios so as to maintain a strong "A" bond rating, which allows access to financing at reasonable costs. Currently, General Mills' publicly issued long-term debt carries "A2" (Moody's Investors Services, Inc.) and "A+" (Standard & Poor's Corporation) ratings. Our commercial paper has ratings of "P-1" (Moody's) and "A-1" (Standard & Poor's) in the United States and "R-1 (middle)" in Canada from Dominion Bond Rating Service. As a result of the spin-off of Darden Restaurants, Inc., General Mills' stockholders' equity was significantly reduced. The difference between General Mills' $1.6 billion investment in the restaurant business and the total debt of $.4 billion on Darden's balance sheet at spin-off was capitalized as stockholders' equity in the new company, with the offset being a reduction in stockholders' equity of approximately $1.2 billion on General

Mills' balance sheet. Consequently, the debt to capital ratio increased to 93%. However, it is management's view that the most important measures of financial strength are cash flow to debt and fixed charge coverage. The cash flow to debt ratio measures the amount of cash that the Company generates each year as a percentage of its total debt. The fixed charge coverage ratio measures the number of times each year that the company earns enough to cover its fixed charges. Based on these ratios, General Mills' financial condition remains strong, with a cash flow to debt ratio of 38% and a fixed charge coverage of 4.1 times. Because of the strong cash flow characteristics of the Company's continuing businesses, management expects these ratios to further strengthen. The composition of the Company's capital structure is shown in the accompanying table. Capital Structure In Millions Notes payable Current portion of long-term debt Long-term debt Deferred income taxes - tax leases Total debt Debt adjustments: Leases - debt equivalent Marketable investments, at cost Adjusted debt Stockholders' equity Total capital May 28, 1995 $ 112.9 93.7 1,400.9 169.1 1,776.6 165.0 (169.2) 1,772.4 141.0 $1,913.4

We selectively use derivatives to hedge financial risks, primarily interest rate volatility and foreign currency fluctuations. The derivatives are generally treated as hedges for accounting purposes. We manage our debt structure through both issuance of fixed and floating-rate debt, and the use of derivatives. The debt equivalent of our leases and deferred income taxes related to tax leases are both fixed-rate obligations. The accompanying table, when reviewed in conjunction with the capital structure table, shows the composition of our debt structure including the impact of derivatives. Debt Structure $ in Millions May 28, 1995 20% 61 9 10 100%

Floating-rate debt $ 347.9 Fixed-rate debt 1,090.4 Leases - debt equivalent 165.0 Deferred income taxes - tax leases 169.1 Total debt $1,772.4

Commercial paper has historically been our primary source of short-term financing. Bank credit lines are maintained to ensure availability of short-term funds on an as-needed basis. In June

1995, our fee-paid credit lines were decreased from $650.0 million to $500.0 million. Our shelf registration statement permits issuance of up to $97.1 million net proceeds in unsecured debt securities. The shelf registration authorizes a medium-term note program that provides additional flexibility in accessing the debt markets. Sources and uses of cash in the past three fiscal years are shown in the accompanying table. Cash Sources (Uses) In Millions From continuing operations $ From discontinued operations Fixed assets and other investments, net-continuing Change in marketable securities Proceeds from disposition of businesses Investment activities, net-discontinued operations Increase (decrease) in outstanding debt-net Financing activities-discontinued operations Common stock issued Treasury stock purchases Dividends paid Other Decrease in cash and cash equivalents $ 1995 457.4 210.1 (231.6) 27.4 188.3 (357.5) (312.6) 347.9 24.3 (57.7) (297.2) (13.6) 1994 $ 561.3 259.3 (395.8) (50.1) (336.3) 287.7 13.3 (145.7) (299.4) (4.2) 1993 $ 619.8 237.0 (404.1) (69.7) (310.3) 585.7 32.3 (420.2) (274.8) (7.4)

(14.8) $(109.9) $ (11.7)

Continuing operations generated $103.9 million less cash in 1995 than in the previous year primarily due to an increase in the change in working capital. Capital expenditures in 1995 were $156.5 million as compared to $212.5 million in 1994. Capital expenditures in 1996 are estimated to be approximately $170 million. Proceeds from disposition of businesses of $188.3 million in 1995 includes the sale of Gorton's and certain Latin American operations. Prior to the spin-off, the restaurant operations initiated their own borrowings and the funds were used to reduce the Company's notes payable. REPORT OF MANAGEMENT RESPONSIBILITIES The management of General Mills, Inc. is responsible for the fairness and accuracy of the consolidated financial statements. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles, using management's best estimates and judgments where appropriate. The financial information throughout this report is consistent with our consolidated financial statements. Management has established a system of internal controls that provides reasonable assurance that assets are adequately safeguarded, and transactions are recorded accurately, in all

material respects, in accordance with management's authorization. We maintain a strong audit program that independently evaluates the adequacy and effectiveness of internal controls. Our internal controls provide for appropriate separation of duties and responsibilities, and there are documented policies regarding utilization of company assets and proper financial reporting. These formally stated and regularly communicated policies demand highly ethical conduct from all employees. The Audit Committee of the Board of Directors meets regularly to determine that management, internal auditors and independent auditors are properly discharging their duties regarding internal control and financial reporting. The independent auditors, internal auditors and employees have full and free access to the Audit Committee at any time. KPMG Peat Marwick LLP, independent certified public accountants, are retained to audit the consolidated financial statements. Their report follows. S. W. Sanger Chairman of the Board and Chief Executive Officer C. W. Gaillard President REPORT OF THE AUDIT COMMITTEE The Audit Committee of the Board of Directors is composed of six outside directors. Its primary function is to oversee the Company's system of internal controls, financial reporting practices and audits to ensure their quality, integrity and objectivity are sufficient to protect stockholder assets. The Audit Committee met twice during 1995 to review the overall audit scope, plans and results of the internal auditors and independent auditors, the Company's internal controls, emerging accounting issues, officer and director expenses, audit fees, goodwill and other intangible values, and the audits of the pension plans. The Committee also met separately without management present and with the independent auditors to discuss the audit. Acting with the other Board members, the Committee reviewed the Company's annual financial statements and approved them before issuance. Audit Committee meeting results were reported to the full Board of Directors. The Audit Committee recommended to the Board that KPMG Peat Marwick LLP be reappointed for 1996, subject to the approval of stockholders at the annual meeting. The Audit Committee is satisfied that the internal control system is adequate and that the stockholders of General Mills are protected by appropriate accounting and auditing procedures. M. D. Rose Chairman, Audit Committee

INDEPENDENT AUDITORS' REPORT The Stockholders and the Board of Directors of General Mills, Inc.: We have audited the accompanying consolidated balance sheets of General Mills, Inc. and subsidiaries as of May 28, 1995 and May 29, 1994, and the related consolidated statements of earnings and cash flows for each of the fiscal years in the three-year period ended May 28, 1995. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of General Mills, Inc. and subsidiaries as of May 28, 1995 and May 29, 1994, and the results of their operations and their cash flows for each of the fiscal years in the three-year period ended May 28, 1995 in conformity with generally accepted accounting principles. As discussed in notes five, fourteen and sixteen, respectively, to the consolidated financial statements, the Company adopted the provisions of the Financial Accounting Standards Board's Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, in fiscal 1995, and Statements No. 112, Employers' Accounting for Postemployment Benefits, and No. 109, Accounting for Income Taxes, in fiscal 1994. Minneapolis, Minnesota June 27, 1995

CONSOLIDATED STATEMENTS OF EARNINGS Fiscal Year Ended May 28, May 29, May 30, 1995 1994 1993 $5,026.7 $5,327.2 $5,138.4 2,023.0 2,123.3 191.4 101.2 2,012.5 2,367.1 173.8 78.8 2,002.6 2,213.7 153.3 56.0

In Millions, Except per Share Data Continuing Operations: Sales Costs and Expenses: Cost of sales Selling, general and administrative Depreciation and amortization Interest, net

Unusual items 183.2 146.9 36.4 Total Costs and Expenses 4,622.1 4,779.1 4,462.0 Earnings from Continuing Operations before Taxes 404.6 548.1 676.4 Income Taxes 144.9 208.1 265.4 Earnings from Continuing Operations 259.7 340.0 411.0 Discontinued Operations after Taxes 107.7 133.4 95.1 Cumulative Effect to May 31, 1993 of Continuing Operations Accounting Changes (3.5) Net Earnings $ 367.4 $ 469.9 $ 506.1 Earnings per Share: Continuing operations Discontinued operations Cumulative effect of accounting changes Net Earnings per Share Average Number of Common Shares $ $ 1.64 $ .69 2.33 $ 158.0 2.14 $ .83 (.02) 2.95 $ 159.1 2.52 .58 3.10 163.1

See accompanying notes to consolidated financial statements.

CONSOLIDATED BALANCE SHEETS In Millions Assets Current Assets: Cash and cash equivalents Receivables, less allowance for doubtful accounts of $4.1 in 1995 and $3.6 in 1994 Inventories Prepaid expenses and other current assets Deferred income taxes Total Current Assets Land, Buildings and Equipment, at cost Net Assets of Discontinued Operations Other Assets Total Assets Liabilities and Equity Current Liabilities: Accounts payable Current portion of long-term debt Notes payable Accrued taxes Accrued payroll Other current liabilities Total Current Liabilities Long-term Debt Deferred Income Taxes Deferred Income Taxes -- Tax Leases Other Liabilities Total Liabilities Common Stock Subject to Put Options Stockholders' Equity: Cumulative preference stock, none issued Common stock, 204.2 shares issued Retained earnings May 28, 1995 $ 13.0 $ May 29, 1994 27.8

277.3 372.0 80.8 153.8 896.9 1,456.6 1,004.7 $3,358.2

266.0 339.3 80.4 198.1 911.6 1,503.2 1,508.1 881.1 $4,804.0

$ 494.0 93.7 112.9 108.8 118.2 293.3 1,220.9 1,400.9 248.6 169.1 177.7 3,217.2 379.5 1,233.3

$ 513.9 115.1 433.3 147.0 121.3 210.7 1,541.3 1,413.3 209.5 189.8 176.9 3,530.8 122.0 251.0 2,457.9

Less common stock in treasury, at cost, shares of 46.3 in 1995 and 45.7 in 1994 Unearned compensation and other Cumulative foreign currency adjustment Total Stockholders' Equity Total Liabilities and Equity

(1,372.1) (57.9) (41.8) 141.0 $3,358.2

(1,334.4) (160.2) (63.1) 1,151.2 $4,804.0

See accompanying notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS Fiscal Year Ended May 28, May 29, May 30, 1995 1994 1993 $ 259.7 191.4 59.0 (227.8) 183.2 (8.1) 457.4 210.1 667.5 $336.5 173.8 (34.0) (79.1) 146.9 17.2 561.3 259.3 820.6 (212.5) (140.7) (83.8) 33.7 3.3 (45.9) (336.3) (782.2) 93.2 273.6 (79.1) 13.3 (145.7) (299.4) (4.2) (148.3) (109.9) 137.7 $ 27.8 $411.0 153.3 34.7 11.2 36.4 (26.8) 619.8 237.0 856.8 (317.2) (53.3) (82.8) 13.1 4.9 (38.5) (310.3) (784.1) 207.6 422.6 (44.5) 32.3 (420.2) (274.8) (7.4) (84.4) (11.7) 41.2 108.2 $137.7

In Millions Cash Flows - Operating Activities: Earnings from continuing operations Adjustments to reconcile earnings to cash flow: Depreciation and amortization Deferred income taxes Change in current assets and liabilities, net of effects from business acquired Unusual expenses Other, net Cash provided by continuing operations Cash provided by discontinued operations Net Cash Provided by Operating Activities

Cash Flows - Investment Activities: Purchases of land, buildings and equipment (156.5) Investments in businesses, intangibles and affiliates, net of dividends (48.8) Purchases of marketable securities (21.7) Proceeds from sale of marketable securities 49.1 Proceeds from disposal of land, buildings and equipment 1.2 Proceeds from disposition of businesses 188.3 Other, net (27.5) Discontinued operations investment activities, net (357.5) Net Cash Used by Investment Activities (373.4) Cash Flows - Financing Activities: Increase (decrease) in notes payable Issuance of long-term debt Payment of long-term debt Common stock issued Purchases of common stock for treasury Dividends paid Other, net Discontinued operations financing activities Net Cash Used by Financing Activities Decrease in Cash and Cash Equivalents Cash and Cash Equivalents - Beginning of Year Reclassification of Marketable Securities Cash and Cash Equivalents - End of Year (330.4) 135.0 (117.2) 24.3 (57.7) (297.2) (13.6) 347.9 (308.9) (14.8) 27.8 $ 13.0

Cash Flow from Changes in Current Assets and Liabilities:

Receivables Inventories Prepaid expenses and other current assets Accounts payable Other current liabilities Change in Current Assets and Liabilities

$ (11.9) (52.7) (11.9) (18.1) (133.2) $(227.8)

$(11.5) (76.1) (22.2) (5.7) 36.4 $(79.1)

$(43.4) 37.6 19.0 3.1 (5.1) $ 11.2

See accompanying notes to consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note One: Summary of Significant Accounting Policies A. Principles of Consolidation The consolidated financial statements include the following domestic and foreign operations: parent company and 100% owned subsidiaries, and General Mills' investment in and share of net earnings or losses of 20-50% owned companies. Our fiscal year ends on the last Sunday in May. Years 1995, 1994 and 1993 each consisted of 52 weeks. B. Land, Buildings, Equipment and Depreciation Buildings and equipment are depreciated over estimated useful lives ranging from three to 50 years, primarily using the straight-line method. Accelerated depreciation methods are generally used for income tax purposes. When an item is sold or retired, the accounts are relieved of its cost and related accumulated depreciation; the resulting gains and losses, if any, are recognized. C. Inventories Inventories are valued at the lower of cost or market. Certain domestic inventories are valued using the LIFO method, while other inventories are generally valued using the FIFO method. D. Intangible Assets Goodwill represents the difference between purchase prices of acquired companies and the related fair values of net assets acquired and accounted for by the purchase method of accounting. Goodwill acquired after October 1970 is amortized on a straight-line basis over 40 years or less. Intangible assets include an amount that offsets a minimum liability recorded for a pension plan with assets less than accumulated benefits as required by Financial Accounting Standard No. 87. The costs of patents, copyrights and other intangible assets are amortized evenly over their estimated useful lives. The Audit Committee of the Board of Directors annually reviews

goodwill and other intangibles. At its meeting on April 24, 1995, the Board of Directors affirmed that the remaining amounts of these assets have continuing value. E. Research and Development All expenditures for research and development are charged against earnings in the year incurred. The charges for 1995, 1994 and 1993 were $59.8 million, $59.1 million and $55.7 million, respectively. F. Earnings per Share Earnings per share has been determined by dividing the appropriate earnings by the weighted average number of common shares outstanding during the year. Common share equivalents were not material. G. Foreign Currency Translation For most foreign operations, local currencies are considered the functional currency. Assets and liabilities are translated using the exchange rates in effect at the balance sheet date. Results of operations are translated using the average exchange rates prevailing throughout the period. Translation effects are accumulated in the foreign currency adjustment in stockholders' equity. H. Statements of Cash Flows For purposes of the statement of cash flows, we consider all investments purchased with a maturity of three months or less to be cash equivalents. I. Segment Information As of May 28, 1995 with the spin-off of the restaurant segment, we operate exclusively in the consumer foods industry. See note two. J. Advertising Costs Advertising expense (including production and communication costs) for fiscal 1995, 1994 and 1993 was $323.7, $292.1 and $282.6 million, respectively. Prepaid advertising costs (including syndication properties) of $33.1 and $43.4 million were reported as assets at May 28, 1995 and May 29, 1994, respectively, We expense the production costs of advertising the first time the advertising takes place.

Note Two: Discontinued Operations On May 28, 1995, General Mills separated into two independent public corporations, General Mills, Inc. and Darden Restaurants, Inc. (Darden), through a distribution of the shares of Darden (a whollyowned subsidiary) to General Mills' shareholders ("spin-off"). General Mills' shareholders received one share of Darden for each share of General Mills common stock owned as of the close of business on May 15, 1995. This distribution reduced Stockholders' Equity by $1,218.7 million. Our former restaurant operations included in Darden are now presented as a part of Discontinued Operations for all periods

presented. On May 18, 1995, we sold Gorton's to Unilever United States, Inc., New York City. Gorton's, headquartered in Gloucester, Mass., is a leading marketer of frozen and canned seafood products to the grocery and foodservice markets in the United States and Canada. Gorton's is also now included in Discontinued Operations for all periods presented. Discontinued Operations are summarized as follows: In Millions Total net sales Pretax earnings Income taxes Net earnings - operations Accounting changes Spin-off costs and other Gorton's sale and Red Lobster Japan joint venture termination Discontinued Operations, net 1995 $3,366.9 $ 80.0 17.9 62.1 (7.7) 53.3 $ 107.7 Fiscal Year 1994 $3,189.7 $ 205.2 75.5 129.7 3.7 $ 133.4 $ 1993

$2,996.2 $ 167.5 72.4 95.1 95.1

The "Net earnings-operations" amounts include restructuring charges of $59.3 million and $26.9 million in 1995 and 1993, respectively, related primarily to the cost of restaurant closings in the U.S. and Canada. The accounting changes are the net cumulative effect to May 31, 1993 of the discontinued operations' adoption of Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes", and SFAS No. 112, "Employers' Accounting for Postemployment Benefits." "Spin-off costs and other" includes expenses associated with the creation of Darden and the separation. "Gorton's sale and Red Lobster Japan joint venture termination" includes the gain on the disposition of Gorton's as well as costs associated with the termination of our restaurant joint-venture arrangement in Japan and conversion to a royalty agreement.

Note Three: Unusual Items In 1995, we recorded restructuring charges of $183.2 million pretax, $111.6 million after tax ($.71 per share) primarily related to shutting down and scaling back production systems at four food manufacturing locations and realignment of the sales organization. The charges include approximately $139 million in non-cash charges primarily related to asset write-offs and approximately $44 million of charges to be settled in cash, primarily related to disposal of assets and severance costs. The restructuring activities will be completed in fiscal 1996. In 1994, we recorded an after-tax charge of $87.1 million ($.55 per share) to cover estimated costs associated with the actions of an independent licensed contractor who made an improper substitution of a pesticide in treating some of our oat supplies, a portion of which was used in production. While the substitution presented no consumer

health or safety issues, the pesticide had not been registered for use on oats and thus its application represented a FDA regulatory violation. The charge included estimated costs associated with the disposition of finished oat products and oats inventory and other related expenses, as well as the anticipated settlement of several consumer class action lawsuits. Most of these costs were incurred in fiscal 1995 and the original charge has not required adjustment. We recorded restructuring charges in 1993 related primarily to costs for increasing consumer foods manufacturing productivity and efficiency, and our share of streamlining and tax reorganization costs associated with the formation of Snack Ventures Europe. These charges reduced net earnings by $30.4 million ($.19 per share). These actions were substantially completed in 1994.

Note Four: Acquisition and Investments In 1995, we formed a joint venture, International Dessert Partners (IDP), with CPC International Inc. to market dessert and baking mixes in Latin America. We own 50 percent of IDP. In 1994, we purchased the Colombo yogurt business for approximately $75.0 million from a U.S. subsidiary of Bongrain S.A. The transaction did not have any material effect on our 1994 earnings. In 1993, we entered into a joint venture, Snack Ventures Europe (SVE), with PepsiCo Foods International to merge six existing Continental European snack operations (three from each company) into one company to develop, manufacture and market snack foods. We own 40.5 percent of SVE. The merger was effective July 1992. We reclassified the net individual assets and liabilities of our operations to investment in affiliates and excluded the noncash transaction from our statement of cash flows. During 1995 and 1994, we made capital contributions and advances of $49.3 million and $48.3 million, respectively, to Cereal Partners Worldwide (CPW), our joint venture with Nestle, S.A. Capital advanced to our other two joint ventures was not material.

Note Five: Balance Sheet Information The components of certain balance sheet accounts are as follows: In Millions Land, Buildings and Equipment: Land Buildings Equipment Construction in progress Total land, buildings and equipment Less accumulated depreciation Net land, buildings and equipment Other Assets: $ May 28, 1995 May 29, 1994

18.5 $ 18.4 524.9 507.8 1,877.5 1,762.0 191.0 224.3 2,611.9 2,512.5 (1,155.3) (1,009.3) $ 1,456.6 $ 1,503.2

Prepaid pension Marketable securities, at market in 1995; at cost in 1994 Investments in and advances to affiliates Intangible assets Miscellaneous Total other assets

$

320.7

$

262.1 196.1 172.0 124.1 126.8 881.1

214.7 214.7 119.9 134.7 $ 1,004.7

$

We adopted SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities," as of May 30, 1994. Adoption of this standard had no impact on our Consolidated Statement of Earnings, and the Consolidated Balance Sheet was not materially affected. Beginning in fiscal 1995, available-for-sale securities, including their associated derivatives, are reflected at fair market value in the Consolidated Balance Sheet. The aggregate unrealized gains and losses on available-for-sale securities, net of tax effects, are accumulated in the "Unearned compensation and other" account within Stockholders' Equity. As of May 28, 1995, a comparison of cost and market values of our marketable securities is as follows: In Millions Cost Market Value $ 28.6 27.4 34.6 12.1 112.0 $214.7 Net Gain Gross or (Loss) Gain $ - $ (.3) .4 (.2) 46.0 46.0 $45.5 $46.4 Gross Loss $ (.7) (.2) $(.9)

Asset-backed bonds $ 28.6 Corporate bonds 27.4 Foreign government securities 34.9 Municipal bonds 12.3 US Treasury and agencies 66.0 Totals $169.2

Marketable securities with a carrying value of $1.2 million were sold during fiscal 1995 with a gain of $.7 million. Proceeds on scheduled maturities were approximately $47.2 million. Scheduled maturities of our marketable securities are as follows: In Millions Under one year From 1 to 3 years From 4 to 7 years Over 7 years Totals Cost $ 12.3 64.4 28.5 64.0 $169.2 Market Value $ 12.1 64.0 28.8 109.8 $214.7

Note Six: Inventories The components of inventories are as follows: In Millions Raw materials, work in process and supplies Finished goods Grain May 28, 1995 $ 77.1 282.2 65.7 May 29, 1994 $ 97.9 237.2 47.0

Reserve for LIFO valuation method Total inventories

(53.0) $372.0

(42.8) $339.3

At May 28, 1995 and May 29, 1994, respectively, inventories of $237.3 million and $234.4 million were valued at LIFO.

Note Seven: Financial Instruments and Risk Management Most of our financial instruments are recorded on the balance sheet. A few (known as "derivatives") are off-balance-sheet items. Derivatives are financial instruments whose value is derived from one or more underlying financial instruments. Examples of such underlying instruments are currencies, equities, commodities and interest rates. The carrying amount and fair value of our financial instruments at the balance-sheet dates are as follows: May 28, 1995 Carrying Fair Amount Value May 29, 1994 Carrying Fair Amount Value

In Millions Assets and Liabilities Assets: Cash and cash equivalents Receivables Marketable securities Liabilities: Accounts payable Debt Derivatives relating to: Marketable securities Debt

$

13.0 $ 13.0 277.3 277.3 216.3 216.3 494.0 1,607.5 (1.6) 494.0 1,689.6 (1.6) 1.3

$

27.8 $ 27.8 266.0 266.0 196.1 231.4 513.9 513.9 1,961.7 2,020.9 (.1) (.7)

The fair values were estimated using current market quotes and interest rates. Gains or losses from derivatives offset and neutralize the corresponding losses or gains from the asset or liability being hedged. We ensure that these derivative instruments correlate with the asset or liability being hedged, and we do not issue or hold derivatives for trading or speculative purposes. We use derivative instruments to reduce financial risk in three areas: interest rates, foreign currency, and commodities. The notional amounts of derivatives do not represent actual amounts exchanged by the parties and, thus, are not a measure of the exposure of the Company through its use of derivatives. Interest rate swap and foreign exchange agreements are made with a diversified group of highly rated financial institutions, whereas commodities agreements are entered into through various regulated exchanges. We have credit exposure associated with these agreements to the extent that the instruments have a positive fair value, but we do not anticipate any losses. The Company does not have a significant concentration of risk with any single party or group of parties in any of its financial instruments. (1) Interest Rate Risk Management - We use interest rate swaps to hedge and/or lower financing costs, to adjust our floating- and fixedrate debt positions, and to lock in a positive interest rate spread between certain assets and liabilities. An interest rate swap used

in conjunction with a debt financing may allow the Company to create fixed or floating-rate financing at a lower cost than with a standalone financing. Generally, under interest rate swaps, the Company agrees with a counterparty to exchange the difference between fixedrate and floating-rate interest amounts calculated by reference to an agreed notional principal amount. A basis swap involves the exchange of two floating-rate interest amounts, each calculated by reference to a different interest rate index or formula. The following table indicates the types of swaps used to hedge various assets and liabilities and their weighted average interest rates. Average variable rates are based on rates as of the end of the reporting period. The swap contracts mature from fiscal 1996 to fiscal 2007. $ in Millions May 28, 1995 Asset Liability $90.0 6.8% 5.8% $21.3 6.1% 6.2% $ May 29, 1994 Asset Liability $ $81.9 4.8% 6.9% $ $137.9 5.4% 4.2% $ 25.0 4.4% 8.8% $145.0 3.0% 4.2%

Receive fixed swaps - notional amount $ Average receive rate Average pay rate Pay fixed swaps - notional amount $74.8 Average receive rate 6.4% Average pay rate 8.3% Basis swaps - notional amount $ Average receive rate Average pay rate -

The interest rate differential on interest rate swaps used to hedge existing assets and liabilities is recognized as an adjustment of interest expense or income over the term of the agreement. The Company uses interest rate options and cap agreements primarily to reduce the impact of interest rate changes on its floating-rate debt, as well as to hedge the value of call options contained in longterm debt issued by the Company in earlier periods. In return for an upfront payment, an interest rate swap option grants the purchaser the right to receive(pay), the fixed rate interest amount in an interest rate swap. In return for an upfront payment, a cap agreement entitles the purchaser to receive the amount, if any, by which an agreed upon floating rate index exceeds the cap interest rate. The following table summarizes our option and cap agreements, which mature in fiscal 1997. May 28, 1995 Notional Average Amount Rate $ 200.0 -% 7.0 May 29, 1994 Notional Average Amount Rate $ 21.3 221.7 200.0 6.8% 4.9 6.5

$ in Millions Swap options sold - pay fixed Caps purchased - receive floating Caps sold - pay floating

The premiums paid/received for interest rate options and cap agreements are included in other assets/liabilities and are amortized to interest expense over the terms of the agreements. Amounts receivable or payable under the cap agreements are recognized as yield adjustments over the life of the related debt. (2) Foreign-Currency Exposure - We selectively hedge the potential effect of foreign currency fluctuations related to operating activities

and net investments in foreign operations by entering into foreign exchange contracts with major financial institutions. Realized and unrealized gains and losses on hedges of firm commitments are included in the cost basis of the asset being hedged and are recognized as the asset is expensed through cost of goods sold or depreciation. Realized and unrealized gains and losses on contracts that hedge other operating activities are recognized currently in net earnings. Realized and unrealized gains and losses on contracts that hedge net investments are recognized in the foreign currency adjustment in stockholders' equity. The components of our net foreign investment exposure by geographic region are as follows: In Millions Europe North/South America Asia Total exposure After-tax hedges Net exposure May 28, 1995 $171.1 26.5 1.9 199.5 (7.0) $192.5 May 29, 1994 $118.3 (34.5) 1.3 85.1 47.9 $133.0

At May 28, 1995, we had forward contracts maturing in fiscal 1996 to sell $62.1 million of foreign currencies. The fair value of these contracts is based on third-party quotes and was immaterial at May 28, 1995. (3) Commodities - The Company uses an integrated set of financial instruments in its purchasing cycle, including purchase orders, noncancellable contracts, futures contracts, and futures options. Except as described below, these instruments are all used to purchase ingredients for the Company's internal needs, and to manage purchase prices and inventory values as practical. All futures contracts and futures options are exchange-based instruments with ready liquidity and determinable market values. Unrealized gains and losses are recorded monthly and deferred until the physical ingredients flow through cost of goods sold. The net gain and losses deferred and expensed are immaterial. At May 28, 1995 and May 29, 1994, the aggregate fair value of our ingredient derivatives position was $53.8 million and $41.4 million, respectively. The Company also has a grain-merchandising operation, which uses cash contracts, futures contracts, and futures options. All futures contracts and futures options are exchange-based instruments with ready liquidity and market values. Neither results of operations nor the year-end positions from grain-merchandising operations was material to the Company's overall results.

Note Eight: Notes Payable The components of notes payable and their respective weighted average interest rates at the end of the period are as follows: May 28, 1995 Weighted Average May 29, 1994 Weighted Average

$ in Millions U.S. commercial paper Canadian commercial paper Financial institutions Amounts reclassified to long-term debt Total notes payable

Notes Payable $ 78.3 22.8 261.8 (250.0) $112.9

Interest Rate 6.1% 7.7 6.4 6.0

Notes Payable $339.2 83.3 260.8 (250.0) $433.3

Interest Rate 4.1% 5.7 4.5 4.1

To ensure availability of funds, we maintain bank credit lines sufficient to cover our outstanding short-term borrowings. As of May 28, 1995, we had $650.0 million fee-paid lines (decreased to $500.0 million in June 1995) and $179.6 million uncommitted, no-fee lines available in the U.S. and Canada. In addition, other foreign subsidiaries had unused credit lines of $105.1 million. We have a revolving credit agreement expiring in 1999 that provides for the fee-paid credit lines. This agreement provides us with the ability to refinance short-term borrowings on a long-term basis, and therefore we have reclassified a portion of our notes payable to long-term debt.

Note Nine: Long-term Debt In Millions 4.3% to 9.1% medium-term notes, due 1995 to 2033 Zero coupon notes, yield 11.1%, $306.0 due August 15, 2013 ESOP loan guaranty (related to restaurant operations - see note two) 8.3% ESOP loan guaranty, due through June 30, 2007 Zero coupon notes, yield 11.7%, $64.4 due August 15, 2004 Notes payable, reclassified Other Less amounts due within one year Total long-term debt May 28, 1995 May 29, 1994

$1,094.4 $1,080.3 43.1 74.5 41.4 50.0 78.3

22.6 20.2 250.0 250.0 10.0 8.2 1,494.6 1,528.4 (93.7) (115.1) $1,400.9 $1,413.3

Our shelf registration statement permits the issuance of up to $97.1 million net proceeds in unsecured debt securities to reduce shortterm debt and for other general corporate purposes. This registration includes a medium-term note program that allows us to issue debt quickly for various amounts and at various rates and maturities. In note from this from 1995, we issued $125.0 million of debt program with maturities from two to 12 6.4% to 8.0%. In 1994, $217.9 million program with maturities from one to 40 4.3% to 7.3%. under our medium-term years and interest rates of debt was issued under years and interest rates

The Company has guaranteed the debt of the Employee Stock Ownership

Plan; therefore, the loan is reflected on our consolidated balance sheets as long-term debt with a related offset in stockholders' equity, "Unearned compensation and other." The sinking fund and principal payments due on long-term debt are (in millions) $93.7, $123.6, $151.6, $99.7 and $90.1 in years ending 1996, 1997, 1998, 1999 and 2000, respectively. The notes payable that are reclassified under our revolving credit agreement are not included in these principal payments. Our marketable securities include zero coupon U.S. Treasury securities. These investments are intended to provide the funds for the payment of principal and interest for the zero coupon notes due August 15, 2004 and 2013.

Note Ten: Stock Options The following table contains information on stock options: Shares Granted 1995 1994 1993 Exercised 1995 1994 1993 Expired 1995 1994 1993 Outstanding at year end 1995 1994 1993 Exercisable at year end 1995 1994 1993 4,063,100 4,868,098 3,384,144 725,437 562,714 1,962,063 574,714 459,800 288,907 21,974,796 18,009,478 14,163,894 14,406,840 10,278,466 9,488,948 Average Option Price per Share $55.11 63.22 66.64 $32.31 31.08 22.90 $59.33 62.56 61.63 $41.60 49.52 44.50 $33.71 38.73 36.23

A total of 10,990,501 shares (including 1,514,336 shares for salary replacement options and 293,901 shares for restricted stock) are available for grants of options or restricted stock to employees under our 1990 and 1993 stock plans through October 1, 1998. An additional 2,082,400 shares are available for grants under the 1993 plan on a onefor-one basis as common stock is repurchased by the Company. Options may be granted at a price not less than 100 percent of fair market value on the date the option is granted. Options now outstanding include some granted under the 1984 and 1988 option plans, under which no further rights may be granted. All options expire within 10 years plus one month after the date of grant. The plans provide for full vesting of options in the event there is a change of control. The 1993 plan permits awards of restricted stock to key employees subject to a restricted period and a purchase price, if any, to be paid by the employee as determined by the Compensation Committee of the

Board of Directors. The 1988 plan also permitted such awards. Most of the restricted stock awards require the employee to deposit personally owned shares (on a one-for-one basis) with the Company during the restricted period. In 1995, grants from the 1993 plan of 67,303 shares of restricted stock were made and on May 29, 1995, there were 178,246 of such shares outstanding after adjustments related to the spin-off. The 1988 plan permitted the granting of performance units corresponding to stock options granted. The value of performance units will be determined by return on equity and growth in earnings per share measured against preset goals over three-year performance periods. For seven years after a performance period, holders may elect to receive the value of performance units (with interest) as an alternative to exercising corresponding stock options. On May 28, 1995, there were 2,638,656 outstanding options with corresponding performance units or performance unit accounts. A total of 45,800 shares are available for grants of options and restricted stock to non-employee directors until September 30, 1998 under a separate 1990 stock plan. As of May 29, 1995, there were 20,898 shares of such stock outstanding after adjustments related to the spin-off. Each newly elected non-employee director is granted an option to purchase 2,500 shares at fair market value on the date of grant. Options expire 10 years after the date of grant. Each year 400 shares of restricted stock will be awarded to each non-employee director, restricted until the later of the expiration of one year or completion of service on the Board of Directors. The number and exercise price of options outstanding when the Restaurant operations were spun off were adjusted to compensate for the market value of the Darden shares distributed to our stockholders. This adjustment increased the number of General Mills options outstanding by 1,202,369 shares and decreased the price of the option shares outstanding by approximately 17.7 percent.

Note Eleven: Stockholders' Equity <TABLE> <CAPTION> $.10 Par Value Common Stock Cumulative (One Billion Shares Authorized) Unearned In Millions, Except ined Compensation per Share Data ings and Other <S> Foreign Issued Currency Shares Adjustment Amount Total Shares <C> <C> Amount Earn <C> Treasury Reta

<C> <C> <C> <C> <C> Balance at May 31, 1992 204.2 $343.6 49.0 $(172.3) $(46.5) $1,370.9 Net Earnings 06.1 506.1 Cash dividends declared ($1.68 per share), net of income taxes of $4.2 70.6)

(38.7) $ (802.9) $ 2,0 5

(2 (270.6)

Stock option, profit sharing and ESOP plans 34.8 Shares purchased on open market (413.2)

15.1

1.3 (6.3)

19.7 (413.2)

Unearned compensation related to restricted stock awards (3.2) (3.2) Earned compensation 9.6 9.6 Minimum pension liability adjustment (1.6) (1.6) Translation adjustments, net of income tax benefit of $2.0 (14.3) (14.3) Balance at May 30, 1993 204.2 358.7 84.5 (167.5) (60.8) 1,218.5 Net earnings 69.9 469.9 Cash dividends declared ($1.88 per share), net of income taxes of $2.9 96.5) (296.5) Stock option, profit sharing and ESOP plans 8.0 15.5 Shares purchased on open market (145.7) Put option premium 6.3 6.5 Transfer of put options (122.0) (122.0) Unearned compensation related to restricted stock awards (3.9) (3.9) Earned compensation 9.6 9.6 Minimum pension liability adjustment 1.6 1.6 Translation adjustments, net of income taxes of $4.2 (2.3) (2.3) Balance at May 29, 1994 204.2 251.0 57.9 (160.2) (63.1) 1,151.2 Unrealized gain, net of income taxes of $14.0, on available-for-sale securities at May 30, 1994 22.0 22.0 Net earnings 67.4 367.4 Cash dividends declared ($1.88 per share), net of income taxes of $3.1 94.1) (294.1) Stock option, profit sharing and ESOP plans 10.0 27.2 Shares purchased via puts, or on open market (57.7)

(43.7) (1,196.4)

2,2 4

(2 .4 (2.4) 7.5 (145.7) .2

(45.7) (1,334.4)

2,4

3

(2 .4 (1.0) 17.2 (57.7)

Put option premium/settlements, net Transfer of put options

(3.5) (.7) 122.0 122.0

2.8

Unearned compensation related to restricted stock awards (5.6) (5.6) Earned compensation 11.0 11.0 Change in unrealized gain, net of of income taxes of $3.7, on available-for-sale securities 5.8 5.8 Amount charged to gain on sale of foreign operations 3.6 3.6 Translation adjustments, net of income tax benefit of $.2 7.6 7.6 Transfer of equity components to Darden prior to spin-off 69.1 10.1 79.2 Distribution of equity to stockholders from spin-off of Restaurant operations 97.9) (1,297.9) Balance at May 28, 1995 204.2 $379.5 33.3 $ (57.9) $(41.8) $ 141.0 </TABLE>

(1,2 (46.3) $(1,372.1) $ 1,2

Cumulative preference stock of 5.0 million shares, without par value, is authorized but unissued. We have a shareholder rights plan that entitles each outstanding share of common stock to one-fourth of a right. Each right entitles the holder to purchase one one-hundredth of a share of cumulative preference stock (or, in certain circumstances, common stock or other securities), exercisable upon the occurrence of certain events. The rights are not transferable apart from the common stock until a person or group has acquired 20 percent or more, or makes a tender offer for 20 percent or more, of the common stock. If the Company is then acquired in a merger or other business combination transaction, each right will entitle the holder (other than the acquiring company) to receive, upon exercise, common stock of either the Company or the acquiring company having a value equal to two times the exercise price of the right. The rights are redeemable by the Board in certain circumstances and expire on March 7, 1996. At May 28, 1995, there were 39.5 million rights issued and outstanding. The Board of Directors has authorized the repurchase, from time to time, of common stock for our treasury, provided that the number of shares held in treasury shall not exceed 60.0 million. Through private transactions in fiscal 1994, we issued put options that entitled the holder to sell shares of our common stock to us, at a specified price, if the holder exercised the option. The amount related to our potential obligation at May 29, 1994 was transferred from stockholders' equity to "Common Stock Subject to Put Options." There are no put options outstanding at May 28, 1995.

Note Twelve: Interest Expense The components of net interest expense are as follows: In Millions 1995 Fiscal Year 1994 $121.7 (6.1) (16.4) 99.2 (20.4) $ 78.8 1993 $99.8 (11.5) (14.7) 73.6 (17.6) $56.0

Interest expense $150.0 Capitalized interest (5.2) Interest income (19.4) Total interest expense, net 125.4 Net interest allocated to discontinued operations (24.2) Interest expense, net $101.2

During 1995, 1994 and 1993, we paid interest (net of amount capitalized) of $135.2 million, $99.0 million and $77.0 million, respectively. The interest allocated to discontinued operations is net of capitalized interest credits of $4.3 million, $4.1 million and $3.0 million in 1995, 1994 and 1993, respectively.

Note Thirteen: Retirement Plans We have defined-benefit plans covering most employees. Benefits for salaried employees are based on length of service and final average compensation. The hourly plans include various monthly amounts for each year of credited service. Our funding policy is consistent with the funding requirements of federal law and regulations. Our principal plan covering salaried employees has a provision that any excess pension assets would be vested in plan participants if the plan is terminated within five years of a change in control. Plan assets consist principally of listed equity securities and corporate obligations, and U.S. government securities. Components of net pension income are as follows: Expense (Income) in Millions 1995 Fiscal Year 1994 $ 14.6 52.9 (47.8) (43.9) $(24.2) 1993 $ 11.3 48.5 (128.2) 36.2 $(32.2)

Service cost--benefits earned $ 13.5 Interest cost on projected benefit obligation 55.1 Actual return on plan assets (106.9) Net amortization and deferral 8.3 Net pension expense (income) $(30.0)

The weighted-average discount rate and rate of increase in future compensation levels used in determining the actuarial present value of the benefit obligations were 8.0% and 4.5% in 1995, and 8.8% and 4.5% in 1994, respectively. The expected long-term rate of return on assets was 10.4%. The funded status of the plans and the amount recognized on the consolidated balance sheets (as determined as of May 31, 1995 and 1994) are as follows: <TABLE> <CAPTION>

May 28, 1995 94 Assets ulated Exceed nefits Accumulated Exceed In Millions Assets <S> <C> Actuarial present value of benefit obligations: Vested benefits $ 12.3 Nonvested benefits 1.8 Accumulated benefit obligations 14.1 Projected benefit obligation 16.6 Plan assets at fair value .1 Plan assets in excess of (less than) the projected benefit obligation (16.5) Unrecognized prior service cost 2.4 Unrecognized net loss (gain) 2.2 Recognition of minimum liability (8.5) Unrecognized transition (asset) liability 6.6 Prepaid (accrued) pension cost $(13.8) </TABLE> Benefits <C> Exceed Assets <C> Benefits Accumulated

May 29, 19 Assets Exceed Accumulated Benefits <C> Accum Be

$ 623.7 41.4 665.1 709.2 942.8

$ 16.5 1.3 17.8 19.0 1.1

$537.1 51.1 588.2 635.2 862.4

233.6 30.0 166.2 (109.4) $ 320.4

(17.9) 2.9 (13.3) 7.1 5.3 $(15.9)

227.2 33.0 129.6 (124.7) $265.1

We have defined-contribution plans covering salaried and non-union employees with net assets of $614.6 million at May 28, 1995 and $543.5 million at May 29, 1994. Our main defined contribution plan is a 401(k) savings plan which is open to substantially all employees. The plan includes investment funds and an Employee Stock Ownership Plan (ESOP). The ESOP's only assets are Company shares and temporary cash balances. Expense recognized for all defined-contribution plans in fiscal 1995, 1994 and 1993 was $5.4 million, $4.7 million and $7.7 million, respectively. The ESOP's share of this expense was $5.0 million, $4.3 million and $5.2 million, respectively. The ESOP's expense is calculated by the "shares allocated" method. The ESOP uses Company shares to convey benefits to employees and through increased share ownership to align employee interests with that of shareholders. The Company matches a percentage of employee contributions with a base match plus a variable year-end match that depends on annual results. Employees receive the Company match in the form of ESOP shares.

The ESOP originally purchased Company shares with borrowed funds from third parties (guaranteed by the Company), plus $10.0 million borrowed from the Company at a variable interest rate. The ESOP shares are included in net shares outstanding for the purposes of calculating earnings per share. The ESOP's third-party debt is described in the longterm debt footnote. At May 28, 1995, the ESOP's debt to the Company had a balance of $7.0 million with an interest rate of 6.3% and sinking fund payments due to June 2015. The Company treats dividends paid to the ESOP the same as dividends. Dividends received on leveraged shares (i.e., originally purchased with the debt proceeds) are used for while dividends received on unleveraged shares are passed participants. other all shares debt service, through to

The Company's cash contribution to the ESOP is calculated so as to pay off enough debt to release sufficient shares to make the Company match. The ESOP uses the Company's cash contributions to the plan, plus the dividends received on the ESOP's leveraged shares, to make principal and interest payments on the ESOP's debt. As loan payments are made, shares become unemcumbered by debt and become committed to be allocated. The ESOP allocates shares to individual employee accounts on the basis of the match of employee payroll savings (contributions), plus reinvested dividends received on previously allocated shares. In 1995, 1994 and 1993, the ESOP incurred interest expense of $6.6 million, $6.8 million and $7.2 million, respectively. The ESOP received dividends of $6.2 million, $6.0 million and $5.4 million; plus Company contributions of $4.8 million, $4.7 million and $5.7 million in the respective years. These funds were used to make interest and principal payments. The number of Company shares within the ESOP are summarized as follows: Number of shares Unreleased shares Committed to be allocated Allocated to participants Total shares May 28, 1995 2,690,000 66,000 1,966,000 4,722,000 May 29, 1994 2,393,000 64,000 1,529,000 3,986,000

On May 28, 1995, the ESOP received Darden shares from the spin-off distribution described in note two. The Darden shares were immediately exchanged for Company shares, based on their relative market values immediately preceding the distribution date.

Note Fourteen: Other Postretirement and Postemployment Benefits We sponsor several plans that provide health care benefits to the majority of our retirees. The salaried plan is contributory with retiree contributions based on years of service. We fund plans for certain employees and retirees on an annual basis. In 1995, 1994 and 1993 we contributed $13.7 million, $38.3 million and $30.6 million, respectively. Plan assets consist principally of listed equity securities and U.S. government securities. Components of the postretirement health care expense are as follows:

Expense (Income) in Millions Service cost--benefits earned Interest cost on accumulated benefit obligation Actual return on plan assets Net amortization and deferral Net postretirement expense

1995 $ 4.5 14.3 (15.1) 5.0 $ 8.7

Fiscal Year 1994 1993 $ 5.0 13.4 (1.5) (4.6) $ 12.3 $ 3.2 10.6 (3.9) (1.1) $ 8.8

The funded status of the plans and the amount recognized on our consolidated balance sheets are as follows: <TABLE> <CAPTION> May 28, 1995 May 29, 199 4 Assets Accumulated Assets Accumu lated Exceed Benefits Exceed Ben efits Accumulated Exceed Accumulated E xceed In Millions Benefits Assets Benefits A ssets <S> <C> <C> <C> <C > Accumulated benefit obligations: Retirees $ 36.2 $ 47.2 $ 36.3 $ 44.7 Fully eligible active employees 14.6 8.5 12.7 7.1 Other active employees 35.8 50.6 27.0 36.8 Accumulated benefit obligations 86.6 106.3 76.0 88.6 Plan assets at fair value 104.6 7.5 89.3 7.1 Accumulated benefit obligations in excess of (less than) plan assets (18.0) 98.8 (13.3) 81.5 Unrecognized prior service cost .1 17.3 .1 19.2 Unrecognized net loss (27.1) (33.8) (28.1) ( 23.2) Accrued (prepaid) postretirement benefits $(45.0) $ 82.3 $(41.3) $ 77.5 </TABLE> The discount rates used in determining the actuarial present value of the benefit obligations were 8.0% and 8.8% in 1995 and 1994, respectively. The expected long-term rate of return on assets was 10%. The assumed health care cost trend-rate increase in the per capita charges for benefits ranged from 6.2% to 9.8% for 1996 depending on the medical service category. The rates gradually decrease to 4.4% to 5.7% for 2007 and remain at that level thereafter. If the health care cost trend rate increased by one percentage point in each future

year, the aggregate of the service and interest cost components of postretirement expense would increase for 1995 by $3.1 million and the accumulated benefit obligation as of May 28, 1995 would increase by $30.5 million. In 1994, we adopted Statement of Financial Accounting Standards (SFAS) No. 112, "Employers' Accounting for Postemployment Benefits." The cumulative effect as of May 31, 1993 of changing to the accrual basis for severance and disability costs was a decrease in net earnings of $14.7 million ($.09 per share).

Note Fifteen: Profit-sharing Plans We have profit-sharing plans to provide incentives to key individuals who have the greatest potential to contribute to current earnings and successful future operations. These plans were approved by the Board of Directors upon recommendation of the Compensation Committee. The awards under these plans depend on profit performance in relation to preestablished goals. The plans are administered by the Compensation Committee, which consists solely of outside directors. Profit-sharing expense, including performance unit accruals, was $.9 million, $1.5 million and $6.7 million in 1995, 1994 and 1993, respectively.

Note Sixteen: Income Taxes We adopted SFAS No. 109, "Accounting for Income Taxes" as of May 31, 1993. The adoption of SFAS 109 changed our method of accounting for income taxes from the deferred method to the asset and liability method. Deferred income taxes reflect the differences between assets and liabilities recognized for financial reporting purposes and amounts recognized for tax purposes measured using the current enacted tax rates. The cumulative effect of adoption was an increase in net earnings of $11.2 million ($.07 per share). The components of earnings from continuing operations before income taxes and the income taxes thereon are as follows: In Millions Earnings (loss) before income taxes: U.S. Foreign Total earnings before income taxes Income taxes: Current: Federal State and local Foreign Total current Deferred: Federal State and local Foreign 1995 $ 391.7 12.9 $ 404.6 Fiscal Year 1994 $533.3 14.8 $548.1 1993 $688.7 (12.3) $676.4

$ 86.0 .1 (.2) 85.9 50.6 11.1 (2.7)

$187.1 45.9 9.1 242.1 (17.5) (4.3) (12.2)

$185.4 46.6 (1.3) 230.7 31.1 4.5 (.9)

Total deferred Total income taxes

59.0 $144.9

(34.0) $208.1

34.7 $265.4

During 1995 and 1994, net income tax (expense)/benefits of $(8.0) million and $3.5 million, respectively, were allocated to stockholders' equity. These expenses/ benefits were attributable to the exercise of employee stock options, dividends paid on unallocated ESOP shares, translation adjustments and unrealized gain on marketable securities. During 1995, 1994 and 1993, we paid income taxes of $104.1 million, $202.2 million and $196.4 million, respectively. In prior years we purchased certain income-tax items from other companies through tax lease transactions. Total current income taxes charged to earnings reflect the amounts attributable to operations and have not been materially affected by these tax leases. Actual current taxes payable on 1995, 1994 and 1993 operations were increased by approximately $12 million, $10 million and $10 million, respectively, due to the current effect of tax leases. These tax payments do not affect taxes for statement of earnings purposes since they repay tax benefits realized in prior years. The repayment liability is classified as "Deferred Income Taxes - Tax Leases." The following table reconciles the U.S. statutory income tax rate with the effective income tax rate: Fiscal Year 1995 1994 1993 U.S. statutory rate State and local income taxes, net of federal tax benefits Other, net Effective income tax rate 35.0% 3.5 (2.7) 35.8% 35.0% 5.1 (2.1) 38.0% 34.0% 5.1 .1 39.2%

The tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows: In Millions Accrued liabilities Unusual charge for oats Unusual charge for restructuring Compensation and employee benefits Disposition liabilities Foreign tax loss carryforward Other Gross deferred tax assets Depreciation Prepaid pension asset Intangible assets Other Gross deferred tax liabilities Valuation allowance Net deferred tax liability $ May 28, May 29, 1995 1994 80.6 9.5 42.5 55.2 29.1 19.4 11.2 247.5 139.4 125.1 12.8 53.8 331.1 11.2 $ 94.8 $111.5 59.8 57.7 31.6 16.2 10.9 287.7 137.8 104.9 12.7 32.6 288.0 11.1 $ 11.4

As of May 28, 1995, we have foreign operating loss carryovers for tax purposes of $47.1 million, which will expire as follows if not

offset against future taxable income: $11.0 million in 1998, $9.4 million in 1999, $11.2 million in 2000, $15.2 million in 2001, and $.3 million in 2002. We have not recognized a deferred tax liability for unremitted earnings of $78.7 million for our foreign operations because we do not expect those earnings to become taxable to us in the foreseeable future. A determination of the potential liability is not practicable. If a portion were to be remitted, we believe income tax credits would substantially offset any resulting tax liability.

Note Seventeen: Leases and Other Commitments An analysis of rent expense by property leased follows: In Millions Warehouse space Equipment Other Total rent expense 1995 $14.0 8.7 3.7 $26.4 Fiscal Year 1994 1993 $13.3 8.1 3.6 $25.0 $12.5 8.8 5.1 $26.4

Some leases require payment of property taxes, insurance and maintenance costs in addition to the rent payments. Contingent and escalation rent in excess of minimum rent payments and sublease income netted in rent expense were insignificant. Noncancelable future lease commitments are (in millions) $17.5 in 1996, $12.8 in 1997, $4.1 in 1998, $3.2 in 1999, $1.9 in 2000 and $3.7 after 2000, with a cumulative total of $43.2. We are contingently liable under guarantees and comfort letters for $96.4 million. The guarantees and comfort letters are principally issued to support borrowing arrangements, primarily for our joint ventures. The Company remains the primary guarantor on a number of Darden leases and other obligations; however Darden has indemnified the Company against any loss.

Note Eighteen: Geographic Information Unallocated Corporate Items (a) $ (99.3) (97.4) (92.2) 525.7 2,056.0(e) Consolidated Total $5,026.7 5,327.2 5,138.4 404.6 548.1 676.4 3,358.2 4,804.0

In Millions U.S.A. Sales 1995 $4,840.7 1994 5,156.8 1993 4,932.7 Operating Profits 1995 503.5(b) 1994 642.7(c) 1993 780.6(d) Identifiable Assets 1995 2,531.9 1994 2,502.3

Foreign $186.0 170.4 205.7 .4 (b) 2.8 (12.0)(d) 300.6 245.7

1993

2,273.3

215.6

1,821.5(e)

4,310.4

(a) Corporate expenses reported here include net interest expense and general corporate expenses. (b) U.S.A. and Foreign operating profits are net of charges of $179.1 million and $4.1 million, respectively, for the unusual items described in note three. (c) U.S.A. operating profits include a charge of $146.9 million for unusual items described in note three. (d) U.S.A. and Foreign operating profits include a charge of $25.8 million and $7.6 million, respectively, for unusual items. (e) For 1994 and 1993, Unallocated Corporate Items include the net assets of discontinued operations. See note two.

The foreign sales above were primarily by our Canadian subsidiary. The foreign operating profits above also include our share of the results from our joint ventures, Cereal Partners Worldwide (CPW) and Snack Ventures Europe (SVE).

Note Nineteen: Quarterly Data (unaudited) <TABLE> Summarized quarterly data for 1995 and 1994 follows: <CAPTION> In Millions, Except per Share Third Quarter and Market Price Amounts 1995 1994 First Quarter 1995 1994 Second Quarter 1995 1994

<S> <C> <C> <C> <C> <C> <C> Sales $1,156.7 $1,306.3 $1,417.3 $1,448.6 $1,224.2 $1,277.6 Gross profit (a) 720.8 834.1 848.8 899.4 727.1 796.9 Earnings (loss) from continuing operations 118.0 129.0 134.8 126.0 20.2(b) 110.8 Earnings (loss) per share from continuing operations .75 .81 .85 .79 .13 .70 Discontinued operations 32.8 40.3 14.4 14.7 (14.8) 34.2 Cumulative effect of accounting changes (3.5) Net earnings 150.8 165.8 149.2 140.7 5.4 145.0 Net earnings per share .95 1.04 .95 .88 .03 .91 Dividends per share .47 .47 .47 .47 .47 .47 Market price of common stock: High 56 1/4 68 3/4 58 3/8 67 3/4 61 5/8 63 Low 49 3/8 56 7/8 52 7/8 59 5/8

53 1/4 55 1/2 </TABLE> <TABLE> <CAPTION> In Millions, Except per Share and Market Price Amounts

Fourth Quarter 1995 1994

Total Year 1995 1994

<S> <C> <C> <C> <C> Sales $1,228.5 $1,294.7 $5,026.7 $5,327.2 Gross profit (a) 707.0 784.3 3,003.7 3,314.7 Earnings (loss) from continuing operations (13.3)(b) (25.8)(c) 259.7 340.0 Earnings (loss) per share from continuing operations (.09) (.16) 1.64 2.14 Discontinued operations 75.3 44.2 107.7 133.4 Cumulative effect of accounting changes (3.5 ) Net earnings 62.0 18.4 367.4 469.9 Net earnings per share .40 .12 2.33 2.95 Dividends per share .47 .47 1.88 1.88 Market price of common stock: High 63 3/4 57 63 3/4 68 3/4 Low 58 49 7/8 49 3/8 49 7/8 <FN> (a) Before charges for depreciation. (b) Includes an after-tax loss of $82.8 million ($.52 per share) in the third q uarter and $28.8 million ($.19 per share) in the fourth quarter related to restruc turing. (c) Includes an after-tax loss of $87.1 million ($.55 per share) related to the improper treatment of oat supplies by an independent contractor. </FN> </TABLE> <TABLE> ELEVEN YEAR FINANCIAL SUMMARY <CAPTION> May 28, , May 31, May 26, In Millions, Except per Share Data 1992 1991 Financial Results <S> <C> <C> Net earnings (loss) per share $ 2.99 $ 2.87 Continuing operations earnings per share 2.39 2.26 Return on average equity % 39.9% 49.2% Dividends per share 1.48 1.28 Sales 4,964 4,657 Costs and expenses: <C> $ 2.33 1.64 52.0% 1.88 5,027 1995 May 29, 1994 May 30 1993

<C> $ 2.95 2.14 37.7% 1.88 5,327

<C> $ 3.10 2.52 39.1 1.68 5,138

Cost of sales 1,967 1,819 Selling, general and administrative 2,152 2,090 Depreciation and amortization 143 134 Interest, net 45 51 Unusual expenses (income) (12) (48) Earnings before income taxes 669 611 Earnings from continuing operations 396 372 Discontinued operations after taxes 100 101 Net earnings (loss) 496 473 Earnings from continuing operations as a percent of sales 8.0% 8.0% Weighted average number of common shares 166 165 Taxes (income, payroll, property, etc.) per share 2.08 1.86 Financial Position Total assets 3,997 3,561 Land, buildings and equipment, net 1,398 1,168 Working capital at year end (238) (142) Long-term debt, excluding current portion 916 875 Stockholders' equity 1,371 1,114 Stockholders' equity per share 8.28 6.74 Other Statistics Total dividends 245 211 Gross capital expenditures 396 279 Research and development 55 52 Advertising media expenditures 309 314 Wages, salaries and employee benefits 598 633 Number of employees (actual) 12,195 12,521 Accumulated LIFO reserve 50 54 Common stock price range (a): High 75 7/8 60 7/8 Low

2,023 2,123 192 101 183 405 260 107 367 5.2% 158 1.30

2,012 2,367 174 79 147 548 340 134 470 6.4% 159 1.68

2,003 2,214 153 56 36 676 411 95 506 8.0% 163 1.98

3,358 1,457 (324) 1,401 141 .89

4,804 1,503 (630) 1,413 1,151 7.26

4,310 1,463 (386) 1,264 1,219 7.59

297 157 60 324 538 9,882 53 63 3/4 49 3/8

299 213 59 292 558 10,616 43 68 3/4 49 7/8

275 317 56 283 556 10,577 47 74 1/8 62

54 1/4 Close 63 1/2

37 7/8 60 5/8 58 54 1/2 65 1/4

<FN> (a) Prices shown are before the spin-off described in note two. The closing pri ces on May 30, 1995 of the two common stocks were $50 for General Mills and $11 1/8 for Darden Restaurants. Note: All amounts presented in this summary have been restated to a continuing basis only. </FN> </TABLE> </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-21 <SEQUENCE>11 <DESCRIPTION>EXB 21 -- LIST OF SUBSIDIARIES <TEXT> EXHIBIT 21 GENERAL MILLS, INC. SUBSIDIARIES Percentage Country or of Voting State in Which Securities Each Subsidiary Owned Was Organized (Note 1) ALTCARE CORPORATION COLOMBO DAIRY FOODS LTD. COLOMBO, INC. COLOMBO YOGURT SHOP, QUINCY MARKET, INC. C.P.A. CEREAL PARTNERS HANDELSGESELLSCHAFT m.b.H. (Note 10) C.P.D. CEREAL PARTNERS DEUTSCHLAND VERWALTUNGSGESSELSCHAFT m.b.H (Note 2) CPW MEXICO S.A. de C.V. CPW S.A. (Note 13) CPW-CI LIMITED FYL CORP. GENERAL MILLS CONTINENTAL, INC. (Note 11) GENERAL MILLS EUROPE LIMITED C.P. HELLAS EEIG GENERAL MILLS FINANCE, INC. GENERAL MILLS FRANCE S.A. GMSNACKS, SCA (Note 3) Snack Ventures Europe, SCA (Note 4) Biscuiterie Nantaise-BN, S.A. Matutano, S.A. Smiths Food Group B.V. SVE Italia Tasty Foods S.A. GENERAL MILLS HOLDING B.V. (Note 5) CEREAL PARTNERS FRANCE B.V. (Note 6) GENERAL MILLS ESPANA B.V. (Note 7) Minnesota Ontario Delaware Delaware Austria Germany Mexico Switzerland Cayman Islands California Delaware England Greece Delaware France France Belgium France Portugal The Netherlands Italy Greece The Netherlands The Netherlands The Netherlands 50 100 100 100 50 50 50 50 50 100 100 100 50 100 100 43.29 40.49 100 100 100 100 100 100 100 100

GENERAL MILLS HOLLAND B.V. The Netherlands GMR Japan, Inc. Japan GENERAL MILLS MAARSSEN B.V. The Netherlands GENERAL MILLS PRODUCTS CORP. Delaware GENERAL MILLS INTERNATIONAL LIMITED (Note 11) Delaware INMOBILIARIA SELENE, S.A. DE C.V. Mexico SMITHS FOOD GROUP DEUTSCHLAND B.V. The Netherlands TORONTO MACARONI & IMPORTED FOODS LIMITED Ontario General Mills Canada, Inc. (Note 8) Canada GOLD MEDAL INSURANCE CO. (Note 9) Minnesota GRANDES MOLINOS DE VENEZUELA, S.A Venezuela INTERNATIONAL DESSERT PARTNERS L.L.C. Delaware MILLS SYNDICATED PROPERTIES, INC. Minnesota NESTLE ASEAN PHILIPPINES, INC. (Note 12) The Philippines POPCORN DISTRIBUTORS, INC. Delaware TORUN-PACIFIC SP. Z O.O. Poland YOPLAIT USA, INC. Delaware

100 100 100 100 100 100 100 100 100 100 12.61 50 100 30 100 50 100

Notes to list of subsidiaries: 1. Except where noted, the percentage of ownership refers to the total ownership by the indicated parent corporation. 2. General Mills, Inc. also owns a 50% ownership interest in a partnership organized under the laws of Germany. 3. General Mills Holland B.V. owns a 29.34% interest in GMSNACKS, SCA, General Mills Holding B.V. owns a 26.25% interest in GMSNACKS, SCA, and General Mills Products Corp. owns a 1.12% interest in GMSNACKS, SCA. 4. General Mills Holding B.V. owns a .01% interest in Snack Ventures Europe, SCA. 5. General Mills Holding B.V. and General Mills, Inc. together own a 100% interest in a Belgian partnership, General Mills Belgium, SNC, which also has a 50% interest in a partnership organized under the laws of Portugal. 6. Cereal Partners France B.V., General Mills, Inc. and General Mills France S.A. own a 100% interest in a French partnership, GMEAF SNC, which owns a 50% interest in a partnership organized under the laws of France. 7. General Mills Espana B.V. owns a 50% interest in a partnership organized under the laws of Spain. 8. General Mills Canada, Inc. and General Mills Products Corp. together own a 100% interest in a Canadian partnership, General Mills North America Affiliates, which owns a 50% interest in a partnership organized under the laws of the United Kingdom. 9. Eighty-one percent of the voting securities are owned by General Mills, Inc. and 19% of the voting securities are owned by General Mills Canada, Inc. 10.General Mills, Inc. also owns a 50% ownership interest in a partnership organized under the laws of Austria.

11.General Mills Continental, Inc. and General Mills International Limited together own a 100% interest in a Chilean partnership, General Mills Continental, Inc. y Compania, which owns a 50% interest in Cereales C.P.W. Chile Limitada, a corporation organized under the laws of Chile. 12.The 30% ownership interest of General Mills, inc. is held in trust by Nestle, S.A. 13.General Mills, Inc. also owns a 50% ownership interest in a partnership organized under the laws of Switzerland. </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-23 <SEQUENCE>12 <DESCRIPTION>EXB 23 -- CONSENT OF PEAT MARWICK <TEXT> EXHIBIT 23 AUDITORS' CONSENT The Board of Directors General Mills, Inc.: We consent to incorporation by reference in the Registration Statements (Nos. 2-49637, and 33-56032) on Form S-3 and Registration Statements (Nos. 2-13460, 2-53523, 266320, 2-91987, 2-95574, 33-24504, 33-27628, 33-32059, 3336892, 33-36893, and 33-50337) on Form S-8 of General Mills, Inc. of our reports dated June 27, 1995, relating to the consolidated balance sheets of General Mills, Inc. and subsidiaries as of May 28, 1995 and May 29, 1994 and the related consolidated statements of earnings, cash flows and related financial statement schedule for each of the fiscal years in the three-year period ended May 28, 1995, which reports are included or incorporated by reference in the May 28, 1995 annual report on Form 10-K of General Mills, Inc. Our report covering the basic consolidated financial statements refers to changes in the method of accounting for investments in debt and equity securities in fiscal 1995 and postemployment benefits and income taxes in fiscal 1994. KPMG Peat Marwick LLP Minneapolis, Minnesota August 16, 1995 </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-27 <SEQUENCE>13 <DESCRIPTION>EXB 27 -- FINANCIAL DATA SCHEDULE <TEXT>

<TABLE> <S> <C> <ARTICLE> 5 <LEGEND> This schedule contains summary financial information extracted from our Form 10-K for the fiscal year ended May 28, 1995, and is qualified in its entirety by reference to such financial statements. </LEGEND> <S> <PERIOD-TYPE> <FISCAL-YEAR-END> <PERIOD-END> <CASH> <SECURITIES> <RECEIVABLES> <ALLOWANCES> <INVENTORY> <CURRENT-ASSETS> <PP&E> <DEPRECIATION> <TOTAL-ASSETS> <CURRENT-LIABILITIES> <BONDS> <COMMON> <PREFERRED-MANDATORY> <PREFERRED> <OTHER-SE> <TOTAL-LIABILITY-AND-EQUITY> <SALES> <TOTAL-REVENUES> <CGS> <TOTAL-COSTS> <OTHER-EXPENSES> <LOSS-PROVISION> <INTEREST-EXPENSE> <INCOME-PRETAX> <INCOME-TAX> <INCOME-CONTINUING> <DISCONTINUED> <EXTRAORDINARY> <CHANGES> <NET-INCOME> <EPS-PRIMARY> <EPS-DILUTED> <C> YEAR MAY-28-1995 MAY-28-1995 13,000,000 0 281,400,000 (4,100,000) 372,000,000 896,900,000 2,611,900,000 (1,155,300,000) 3,358,200,000 1,220,900,000 1,400,900,000 379,500,000 0 0 (238,500,000) 3,358,200,000 5,026,700,000 5,026,700,000 2,023,000,000 2,023,000,000 191,400,000 1,000,000 101,200,000 404,600,000 144,900,000 259,700,000 107,700,000 0 0 367,400,000 2.33 2.33

</TABLE> </TEXT> </DOCUMENT> </IMS-DOCUMENT>