EXHIBIT 10.4
 
 
                              AMENDED AND RESTATED
 
                               GENERAL MILLS, INC.
 
                            EXECUTIVE INCENTIVE PLAN
 
 
                JUNE 1, 2001 AND AS AMENDED THROUGH MAY 17, 2002
 
 
 
                              AMENDED AND RESTATED
 
                               GENERAL MILLS, INC.
 
                            EXECUTIVE INCENTIVE PLAN
 
1.       PURPOSE OF THE PLAN
 
         The purpose of the General Mills, Inc., Executive Incentive Plan (the
         "Plan") is to provide financial rewards to key executives of General
         Mills, Inc. ("General Mills"), its subsidiaries and affiliates (defined
         as entities in which General Mills, Inc., has a significant equity or
         other interest) (collectively with General Mills, the "Company") in
         recognition of their contributions to the success of the Company, and
         to align the interests of such executives with the interests of the
         stockholders of the Company.
 
2.       EFFECTIVE DATE
 
         This Plan, as amended and restated herein, shall become effective as of
         September 25, 2000, subject to the approval of the stockholders of
         General Mills at the Annual Meeting of Stockholders on that date. This
         Plan is a successor to and replaces the Executive Incentive Plan,
         amended and approved by stockholders on September 30, 1996. Definitions
         used in the Plan can be found in Section 16.
 
3.       ELIGIBLE PERSONS
 
         All officers of the Company shall be "Participants" eligible to receive
         Awards under the Plan.
 
4.       AWARD TYPE
 
         Under this Plan, the Committee may award Participants Cash Bonuses and
         the right to receive shares of Common Stock subject to certain
         restrictions ("Restricted Stock" or "Restricted Stock Units"). Cash
         bonuses, Restricted Stock and Restricted Stock Units are sometimes
         referred to as "Awards."
 
5.       AWARDS OF CASH BONUSES, RESTRICTED STOCK and restricted stock UNITS
 
         (a)      Performance Goal. In order for any Participant to receive an
                  Award for a Performance Period, the Net Earnings of the
                  Company must be greater than zero.
 
         (b)      Grants. At the end of the Performance Period, if the Committee
                  certifies that the requirement of Section 5(a) has been met,
                  each Participant shall be deemed to have earned Awards equal
                  in value to the Maximum Amount, or such lesser amount as the
                  Committee shall determine in its discretion to be appropriate.
                  Such Awards
                  shall consist of Cash Bonuses, Restricted Stock or Restricted
                  Stock Units, or a combination thereof, as determined by the
                  Committee, subject to the limitation that Restricted Stock and
                  Restricted Stock Units may not constitute more than 50 percent
                  of each Participant's Award. The Committee, in its discretion,
                  may require, as a condition to the grant of Restricted Stock
                  or Restricted Stock Units, the purchase and deposit of Common
                  Stock owned by the Participant receiving such grant and the
                  forfeiture of such grant if such deposit is not made or
                  maintained during a required holding period. Such shares of
                  deposited Common Stock may not be otherwise sold or disposed
                  of during the applicable holding period. For purpose of
                  computing the value of Awards, each Restricted Stock or
                  Restricted Stock Unit shall be deemed to have a value
                  equivalent to the Fair Market Value of one share of Common
                  Stock on the Grant Date.
 
         (c)      Delivery of Awards. As soon as practicable following the end
                  of the Performance Period, the Company shall cause Common
                  Stock to be issued on an unrestricted basis in respect of
                  Restricted Stock and all Restricted Stock Units earned by a
                  Participant and shall pay each Participant all Cash Bonuses
                  earned by the Participant, except to the extent the
                  Participant elects to defer receipt of such Restricted Stock,
                  Restricted Stock Units or Cash Bonuses pursuant to the General
                  Mills, Inc., Deferred Compensation Plan.
 
         (d)      Maximum Amount. Notwithstanding any other provision of this
                  Plan, in no event shall the total Awards value earned by any
                  Participant for any one Performance Period exceed 0.5 percent
                  of the Company's Net Earnings for that Performance Period
                  (such amount, the "Maximum Amount").
 
         (e)      Profit Sharing Resolution. All awards under this Plan shall be
                  subject to General Mills' 1933 Shareholder Resolution on
                  Profit Sharing, as amended.
 
6.       RESTRICTED STOCK AND RESTRICTED STOCK UNITS
 
         (a)      Vesting. Subject to the provisions of Sections 10 and 11, the
                  Vesting Date for Restricted Stock and Restricted Stock Units
                  shall be a date set forth in the applicable Grant Agreement
                  but which may not be earlier than 180 days after the
                  applicable Grant Date. The period between the applicable Grant
                  Date and the Vesting Date is referred to as the "Restricted
                  Period."
 
         (b)      Common Stock Issuance. As soon as reasonably practicable after
                  the Vesting Date for a Grant, General Mills shall issue to the
                  Participant a number of shares of Common Stock equal to the
                  number of shares of Restricted Stock or Restricted Stock Units
                  that vested on such Vesting Date, except to the extent the
                  Participant has elected to defer receipt of the Common Stock
                  pursuant to the General Mills, Inc., Deferred Compensation
                  Plan.
 
         (c)      Dividends and Cash Dividend Equivalents. Subject to the
                  restrictions set forth in Section 5(b), each Participant who
                  receives Restricted Stock shall have all rights as
                  a Stockholder with respect to such shares, including the right
                  to vote the shares and receive dividends and other
                  distributions. A Participant who is credited with Restricted
                  Stock Units shall have no rights as a stockholder with respect
                  to such Restricted Stock Units until such time as share
                  certificates for Common Stock are issued to the Participant.
                  During the Restricted Period, however, the Company shall pay
                  to the Participant, on a quarterly basis, an amount (the "Cash
                  Dividend Equivalent") equal to the sum of all cash dividends
                  declared by General Mills with record dates during the prior
                  quarter with respect to that number of shares of Common Stock
                  equivalent to the number of Restricted Stock Units credited to
                  the Participant's Restricted Stock Units Account as of the
                  applicable record date.
 
         (d)      Grant Agreement. Each Grant shall be confirmed by, and be
                  subject to, the terms of an applicable Grant Agreement.
 
7.       COMMON STOCK
 
         (a)      Adjustments for Corporate Transactions. The Committee may
                  determine that a corporate transaction has occurred affecting
                  the Common Stock such that an adjustment or adjustments to
                  outstanding shares of Restricted Stock or Restricted Stock
                  Units is required to preserve (or prevent enlargement of) the
                  benefits or potential benefits intended at the time of grant.
                  For this purpose, a corporate transaction includes, but is not
                  limited to, any noncash dividend or other noncash distribution
                  (whether in the form of Common Stock, securities of a
                  subsidiary of the Company, other securities or other
                  property), recapitalization, stock split, reverse stock split,
                  reorganization, merger, consolidation, split-up, spin-off,
                  combination, repurchase or exchange of Common Stock or other
                  securities of the Company, issuance of warrants or other
                  rights to purchase Common Stock or other securities of the
                  Company, or any other similar corporate transaction. In the
                  event of such a corporate transaction, the Committee may, in
                  such manner as it deems equitable, adjust the number and kinds
                  of shares represented by outstanding Restricted Stock and
                  Restricted Stock Units.
 
         (b)      Limits on Distribution. Notwithstanding any other provision of
                  the Plan, the Company shall have no obligation to deliver any
                  shares of Common Stock under the Plan unless all of the
                  following conditions have been fulfilled:
 
                  (i)      Listing or approval for listing upon notice of
                           issuance, of such shares on the New York Stock
                           Exchange; or such other securities exchange as may at
                           the time be the principal market for the Common
                           Stock, if applicable;
 
                  (ii)     Any registration or other qualification of such
                           shares of General Mills under any state or federal
                           law or regulation, or the maintaining in effect of
                           any such registration or other qualification that the
                           Committee shall, in its absolute discretion upon the
                           advice of counsel, deem necessary or advisable; and
 
 
                  (iii)    Obtaining any other consent, approval or permit from
                           any state, federal or foreign governmental agency
                           which the Committee shall, in its absolute discretion
                           after receiving the advice of counsel, determine to
                           be necessary or advisable.
 
         (c)      Noncertificated Issuance of Shares. To the extent that the
                  Plan provides for issuance of stock certificates to reflect
                  the issuance of shares of Common Stock or Restricted Stock,
                  the issuance may be effected on a noncertificated basis, to
                  the extent not prohibited by applicable law or the applicable
                  rules of any stock exchange.
 
8.       TRANSFERABILITY OF GRANTS
 
         Except as otherwise provided by rules of the Committee, shares of
         Restricted Stock, Restricted Stock Units and other rights of
         Participants under this Plan shall not be transferable by a Participant
         otherwise than by (i) the Participant's last will and testament or (ii)
         by the applicable laws of descent and distribution.
 
9.       TAXES
 
         Whenever General Mills issues Common Stock under the Plan, the Company
         may require the recipient to remit to the Company an amount sufficient
         to satisfy any federal, state or local tax withholding requirements
         prior to the delivery of such Common Stock, or, in the discretion of
         the Committee, upon the election of the Participant, the Company may
         withhold from the cash payments and shares to be delivered cash and
         shares, respectively, sufficient to satisfy all or a portion of such
         tax-withholding requirements.
 
10.      CHANGE OF CONTROL
 
         (a)      Upon a Change of Control:
 
                  (i)      All shares of Restricted Stock and Restricted Stock
                           Units shall immediately vest and Common Stock free of
                           restrictions shall be distributed to Participants,
                           effective as of the date of the Change of Control,
                           and
 
                  (ii)     The Committee may make such additional adjustments
                           and/or settlements of outstanding Grants for the
                           Performance Period within which the Change of Control
                           occurs as it deems appropriate and consistent with
                           the Plan's purposes.
 
         (b)      "Change of Control" means the occurrence of any of the
                  following events:
 
                  (i)      The acquisition by any individual, entity or group
                           (within the meaning of Section 13(d)(3) or 14(d)(2)
                           of the 1934 Act), (a "Person") of beneficial
                           ownership (within the meaning of Rule 13d-3
                           promulgated under the 1934 Act) of voting securities
                           of General Mills where such acquisition causes
                           such Person to own 20 percent or more of the combined
                           voting power of the then outstanding voting
                           securities of General Mills entitled to vote
                           generally in the election of directors (the
                           "Outstanding Voting Securities"); provided, however,
                           that for purposes of this subsection (i), the
                           following acquisitions shall not be deemed to result
                           in a Change of Control: (w) any acquisition directly
                           from General Mills, (x) any acquisition by the
                           Company, (y) any acquisition by any employee benefit
                           plan (or related trust) sponsored or maintained by
                           General Mills or any corporation controlled by
                           General Mills or (z) any acquisition by any
                           corporation pursuant to a transaction that complies
                           with clauses (x), (y) and (z) of subsection (iii)
                           below; and provided, further, that if any Person's
                           beneficial ownership of the Outstanding Voting
                           Securities reaches or exceeds 20 percent as a result
                           of a transaction described in clause (w) or (x)
                           above, and such Person subsequently acquires
                           beneficial ownership of additional voting securities
                           of General Mills, such subsequent acquisition shall
                           be treated as an acquisition that causes such Person
                           to own 20 percent or more of the Outstanding Voting
                           Securities; or
 
                  (ii)     Individuals who, as of the date hereof, constitute
                           the Board (the "Incumbent Board") cease for any
                           reason to constitute at least a majority of the
                           Board, provided, however, that any individual
                           becoming a director subsequent to the date hereof
                           whose election, or nomination for election by the
                           shareholders of General Mills, was approved by a vote
                           of at least a majority of the directors then
                           comprising the Incumbent Board shall be considered as
                           though such individual were a member of the Incumbent
                           Board, but excluding, for this purpose, any such
                           individual whose initial assumption of office occurs
                           as a result of an actual or threatened election
                           contest with respect to the election or removal of
                           directors or other actual or threatened solicitation
                           of proxies or consents by or on behalf of a Person
                           other than the Board; or
 
                  (iii)    The approval by the shareholders of General Mills of
                           a reorganization, merger or consolidation or sale or
                           other disposition of all or substantially all of the
                           assets of General Mills ("Business Combination") or,
                           if consummation of such Business Combination is
                           subject, at the time of such approval by
                           stockholders, to the consent of any government or
                           governmental agency, the obtaining of such consent
                           (either explicitly or implicitly by consummation);
                           excluding, however, such a Business Combination
                           pursuant to which (x) all or substantially all of the
                           individuals and entities who were the beneficial
                           owners of the Outstanding Voting Securities
                           immediately prior to such Business Combination
                           beneficially own, directly or indirectly, more than
                           60 percent of, respectively, the then outstanding
                           shares of common stock and the combined voting power
                           of the then outstanding voting securities entitled to
                           vote generally in the election of directors, as the
                           case may be, of the corporation resulting from such
                           Business Combination (including, without
 
 
                           limitation, a corporation that as a result of such
                           transaction owns General Mills or all or
                           substantially all of the assets of General Mills
                           either directly or through one or more subsidiaries)
                           in substantially the same proportions as their
                           ownership, immediately prior to such Business
                           Combination of the Outstanding Voting Securities, (y)
                           no Person (excluding any employee benefit plan, or
                           related trust, of General Mills or such corporation
                           resulting from such Business Combination)
                           beneficially owns, directly or indirectly, 20 percent
                           or more of, respectively, the then outstanding shares
                           of common stock of the corporation resulting from
                           such Business Combination or the combined voting
                           power of the then outstanding voting securities of
                           such corporation, except to the extent that such
                           ownership existed prior to the Business Combination
                           and (z) at least a majority of the members of the
                           board of directors of the corporation resulting from
                           such Business Combination were members of the
                           Incumbent Board at the time of the execution of the
                           initial agreement, or of the action of the Board,
                           providing for such Business Combination; or
 
                  (iv)     Approval by the stockholders of General Mills of a
                           complete liquidation or dissolution of General Mills.
 
11.      TERMINATION OF EMPLOYMENT
 
         The following rules regarding the effect of a Participant's termination
         of employment on his or her Restricted Stock or Restricted Stock Units
         shall apply unless otherwise determined by the Committee.
 
         (a)      If the Participant's employment by the Company is terminated
                  by either:
 
                  (i)      the voluntary resignation of the Participant or
 
                  (ii)     a Company discharge due to Participant's illegal
                           activities, poor work performance, misconduct or
                           violation of the Company's policies or practices,
 
                  the Participant's shares of Restricted Stock or Restricted
                  Stock Units, which are unvested on the date of termination,
                  shall be forfeited.
 
         (b)      If the Participant's employment by the Company is terminated
                  for any reason other than specified in Section 11(a), (c), (d)
                  or (e), the following rules shall apply:
 
                  (i)      In the event that, at the time of such termination,
                           the sum of Participant's age and service with the
                           Company equals or exceeds 70, the Participant's
                           Restricted Stock and Restricted Stock Units shall
                           continue to vest according to the schedule
                           established at the time of grant, unless otherwise
                           provided in the Grant Agreement.
 
                           In the event that, at the time of termination, the
                  sum of Participant's age and service with the Company is less
                  than 70, Restricted Stock and Restricted Stock Units shall
                  vest in a pro-rata amount based on full months of employment
                  completed during the Restricted Period from the date of grant
                  to termination, and the Participant's remaining Restricted
                  Stock and Restricted Stock Units shall be forfeited; except if
                  the Participant is an executive officer of the Company, all
                  Restricted Stock and Restricted Stock Units shall fully vest
                  as of the date of termination.
 
         (c)      Death. A Participant who dies during the Restricted Period for
                  any Restricted Stock or Restricted Stock Units granted on or
                  after June 1, 2002 shall fully vest in such shares of
                  Restricted Stock or Restricted Stock Units, effective as of
                  the date of death. A Participant who dies during the
                  Restricted Period, for any Restricted Stock or Restricted
                  Stock Units granted prior to June 1, 2002, shall vest in a
                  proportionate number of such shares of Restricted Stock or
                  Restricted Stock Units, effective as of the date of death.
                  Such proportionate vesting shall be pro-rata, based on the
                  number of full months of employment completed during the
                  Restricted Period prior to the date of death, as a percentage
                  of the applicable Restricted Period.
 
         (d)      Retirement. The Committee shall determine, at the time of a
                  Grant, the treatment of the Restricted Stock or Restricted
                  Stock Units upon the retirement of the Participant during the
                  Restricted Period. Unless other terms are specified in the
                  original Grant or the Grant Agreement, if the termination of
                  employment is due to a Participant's retirement on or after
                  age 55, the Participant shall fully vest in all Restricted
                  Stock or Restricted Stock Units effective as of the date of
                  retirement.
 
         (e)      Spin-offs. If the termination of employment during the
                  Restricted Period for any Restricted Stock or Restricted Stock
                  Units is due to the cessation, transfer or spin-off of a
                  complete line of business of the Company, the Committee, in
                  its sole discretion, shall determine the treatment of such
                  Restricted Stock and Restricted Stock Units.
 
12.      ADMINISTRATION OF THE PLAN
 
         (a)      Administration. The authority to control and manage the
                  operations and administration of the Plan shall be vested in
                  the Committee in accordance with this Section 12, subject to
                  the following:
 
                  (i)      Subject to the provisions of the Plan, the Committee
                           shall have the authority and discretion to select
                           from among the eligible Company employees those
                           persons who shall receive Awards, to determine the
                           time or times of receipt, to determine the types of
                           Awards and the Target Amounts covered by the grants,
                           to establish the terms, conditions, restrictions, and
                           other provisions of such Grants, and (subject to the
                           restrictions imposed by Section 13) to cancel or
                           suspend Grants. In making such determinations, the
                           Committee may take into account the
 
 
                           nature of services rendered by the individual, the
                           individual's present and potential contribution to
                           the Company's success and such other factors as the
                           Committee deems relevant.
 
                  (ii)     The Committee shall have the authority and discretion
                           to establish terms and conditions of Awards as the
                           Committee determines to be necessary or appropriate
                           to conform to applicable requirements or practices of
                           jurisdictions outside the United States.
 
                  (iii)    The Committee shall have the authority and discretion
                           to interpret the Plan, to establish, amend and
                           rescind any rules and regulations relating to the
                           Plan, to determine the terms and provisions of any
                           agreements made pursuant to the Plan, and to make all
                           other determinations that may be necessary or
                           advisable for the administration of the Plan.
 
                  (iv)     Any interpretation of the Plan by the Committee and
                           any decision made by it under the Plan shall be final
                           and binding.
 
         (b)      Delegation by Committee. Except to the extent prohibited by
                  applicable law or the applicable rules of a stock exchange,
                  the Committee may delegate all or any portion of its
                  responsibilities and powers to any one or more of its members
                  and may delegate all or any part of its responsibilities and
                  powers to any person or persons selected by it. Any such
                  allocation or delegation may be revoked by the Committee at
                  any time.
 
13.      AMENDMENTS OF THE PLAN
 
         The Committee may from time to time prescribe, amend and rescind rules
         and regulations relating to the Plan. Subject to the approval of the
         Board, where required, the Committee may at any time terminate, amend
         or suspend the operation of the Plan, provided that no action shall be
         taken by the Board or the Committee without the approval of the
         stockholders of General Mills which would amend the Maximum Amount, set
         forth in Section 5(d), that may be granted to any single Participant.
         No termination, modification, suspension or amendment of the Plan shall
         alter or impair the rights of any Participant pursuant to an
         outstanding Grant without the consent of the Participant. There is no
         obligation for uniformity of treatment of Participants under the Plan.
 
14.      FOREIGN JURISDICTIONS
 
         It is intended that in lieu of awarding Restricted Stock, the Committee
         may grant Restricted Stock Units to employees of the Company who are
         subject to the laws of foreign jurisdictions and entitled to receive
         Awards under the Plan. In addition, the Committee may adopt, amend and
         terminate arrangements, not inconsistent with the intent of the Plan,
         as it may deem necessary or desirable to make available tax or other
         benefits of the laws of any foreign jurisdiction, to employees of the
         Company who are subject to such laws and who receive Grants under the
         Plan.
 
 
 
15.      NOTICE
 
         All notices to the Company regarding the Plan shall be in writing,
         effective as of actual receipt by the Company, and shall be sent to:
 
                  General Mills, Inc.
                  Number One General Mills Boulevard
                  Minneapolis, Minnesota  55426
                  Attention:  Corporate Compensation
 
 
16.      DEFINITIONS
 
         For purposes of this Plan, the following terms shall have the meanings
         set forth below.
 
         "1934 ACT" means the Securities Exchange Act of 1934.
 
         "AWARD" is defined in Section 4.
 
         "BOARD" means the Board of Directors of General Mills.
 
         "BUSINESS COMBINATION" is defined in Section 10(b)(iii).
 
         "CASH DIVIDEND EQUIVALENT" is defined in Section 6(c).
 
         "CHANGE OF CONTROL" is defined in Section 10(b).
 
         "COMMITTEE" means the Compensation Committee of the Board, or such
         other committee as the Board may from time to time select, provided
         that the Committee must at all times be composed of two or more members
         of the Board, each of whom qualifies as an "outside director" within
         the meaning of Section 162(m) of the Internal Revenue Code of 1986, as
         amended.
 
         "CASH BONUSES" means cash payments to Participants under this Plan.
 
         "COMMON STOCK" means the common stock, par value $0.10 per share, of
         General Mills.
 
         "COMPANY" is defined in Section 1.
 
         "FAIR MARKET VALUE" of a share of Common Stock as of any given date
         means, except as otherwise determined by the Committee, the mean of the
         highest and lowest reported sales prices during regular trading hours
         on that date (or, if there are no such reported sales on that date, on
         the last date prior to such date on which there were such sales) of the
         Common Stock on the New York Stock Exchange.
 
         "GENERAL MILLS" is defined in Section 1.
 
 
         "GRANT" means a grant to an eligible employee of the opportunity to
         earn Awards under this Plan for any Performance Period pursuant to
         Section 5(b), including the awarding of Restricted Stock and crediting
         of Restricted Stock Units to a Restricted Stock Units Account.
 
         "GRANT AGREEMENT" is defined in Section 6(d).
 
         "GRANT DATE" is the first business day after the end of the applicable
         Performance Period.
 
         "INCUMBENT BOARD" is defined in Section 10(b)(ii).
 
         "MAXIMUM AMOUNT" is defined in Section 5(d).
 
         "NET EARNINGS" means the Company's earnings from continuing operations
         before unusual items and after taxes.
 
         "OUTSTANDING VOTING SECURITIES" is defined in Section 10(b)(i).
 
         "PARTICIPANT" is defined in Section 3.
 
          "PERFORMANCE PERIOD" means a fiscal year of the Company, or such other
         period as the Committee may from time to time establish.
 
         "PERSON" is defined in Section 10(b)(i).
 
         "PLAN" is defined in Section 1.
 
         "RESTRICTED PERIOD" is defined in Section 6(a).
 
         "RESTRICTED STOCK" is defined in Section 4.
 
         "RESTRICTED STOCK UNIT" IS DEFINED IN SECTION 4.
 
         "VESTING DATE" means the date on which Restricted Stock or Restricted
         Stock Units vest, pursuant to Sections 6, 10, or 11.
 
Effective September 25, 2000
Amended June 1, 2001
Amended May 17, 2002
 
 
 
 
 
 
 
 
 
                                      -10-
 
</TEXT>
</DOCUMENT>