DARDEN RESTAURANTS, INC.
STOCK OPTION AND LONG-TERM INCENTIVE CONVERSION PLAN
(as amended May 23, 1996)
1. PURPOSE OF THE PLAN
The purpose of the GM Restaurants, Inc. Stock Option and Long-Term Incentive Conversion Plan (the "Plan") is
to provide for the issuance and administration of certain awards relating to Common Stock of Darden
Restaurants, Inc. (the "Company") issued to employees and officers of General Mills, Inc. ("GMI"), the
Company, and other GMI Subsidiaries, in connection with the Distribution by GMI to its stockholders of all of
the Common Stock of the Company.
As used in the Plan, the following terms shall have the meanings set forth below:
"Adjusted GMI Stock Option" shall mean a GMI Stock Option which, as a result of the Distribution, has been
adjusted by the GMI Compensation Committee as to its exercise price and/or the number of shares of GMI
Common Stock it covers, such adjustment to each GMI Stock Option being dependent on the number of
corresponding Company Stock Options granted by the Company, if any.
"Award" shall mean any Stock Option, Restricted Stock, Restricted Stock Unit or Performance Unit Account
granted under this Plan.
"Award Agreement" shall mean any written agreement, contract or other instrument or document evidencing any
Award, which may, but need not, be executed or acknowledged by a Participant.
"Board" shall mean the Board of Directors of the Company.
"Bridge Grant" shall mean a GMI Stock Option granted on June 1, 1994 under the General Mills, Inc. 1990
Salary Replacement Stock Option Plan in the award known as "90-S10" in GMI's internal stock option
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.
"Committee" shall mean a committee of the Board designated by the Board to administer the Plan and composed
of not fewer than two directors, each of which directors, to the extent necessary to comply with Rule 16b-3 only,
is a "disinterested person" within th