The Compensation Committee is a committee of the Board of Directors that shall consist of no less than three directors, all of whom shall be independent in the judgment of the Board under the Company's Corporate Governance Guidelines. A person may serve on the Compensation Committee only if the Board of Directors determines that he or she:


is a “Non-employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended;


satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code; and


is “independent” in accordance with New York Stock Exchange listing standards.


The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Nominating and Governance Committee. The Board may, upon recommendation by the Nominating and Governance Committee, remove and replace any Compensation Committee member at any time with or without cause.

The Compensation Committee shall meet at least three times annually, or more frequently as circumstances dictate. Meetings may be called by the Chairman of the Committee, the Chairman of the Board or Chief Executive Officer, or a majority of the Committee. The Committee shall operate pursuant to the Bylaws of the Company, including Bylaw provisions governing notice of meetings and waivers thereof, the number of Committee members required to take actions at meetings and by written consent, and other related matters. The Committee shall maintain minutes of its meetings and report its findings to the Board.


The primary purposes and direct responsibilities of the Compensation Committee are to:


review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and make recommendations to the other independent directors who shall, together with the Committee, determine and approve the CEO's compensation based on this evaluation. In evaluating and recommending the long-term incentive component of CEO compensation, the Committee should consider the Company's performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company's CEO in past years;


make recommendations to the other independent directors who shall, together with the Committee, determine and approve compensation levels for employee directors other than the CEO;


make recommendations to the Board with respect to non-CEO executive officer compensation, and incentive-compensation and equity-based plans that are subject to Board approval; and


produce a Compensation Committee report on executive officer compensation as required by the Securities and Exchange Commission (SEC) to be included in the Company's annual proxy statement that complies with the rules and regulations of the SEC, the New York Stock Exchange and any other applicable rules and regulations.

None of the above shall preclude discussion of CEO compensation with the Board generally, as it is not the intent of this Charter to impair communication among members of the Board. Except as otherwise required by applicable laws, regulations or listing standards, all major decisions are reviewed and/or approved by the Board of Directors as a whole.


The Compensation Committee's other responsibilities are to:


Conduct an annual performance evaluation of the Compensation Committee;


Oversee the compensation and employee benefit policies of the Company, and periodically compare the Company's compensation programs and practices to those at comparable companies to insure that they provide the appropriate motivation to achieve corporate performance goals;


Approve base salary amounts, changes and incentive awards for all executive officers other than the CEO and employee directors;


Approve grants of stock options, restricted stock, and restricted stock units, and any other types of awards, including stock appreciation rights or other stock-based awards, that may be granted under the Company's stock incentive plans, and the terms of such grants, provided, however, that grants to the CEO and employee directors will be approved by the Committee acting together with the other independent directors;


Amend or modify any provisions of the Company's stock option and long-term incentive plans, the Management Incentive Plan, or any non-qualified deferred compensation plans to the extent such amendments or modifications do not require shareholder approval or, if such approval is required, recommend amendment or modification to the Board of Directors;


Establish rules, regulations and perform all other duties specifically required of the Committee by the provisions of the stock option and long-term incentive plans, the Management Incentive Plan and all other non-qualified deferred compensation plans maintained by the Company, including establishing Darden-level performance criteria and determining whether those criteria have been met;


Review all administrative matters relating to the Company's stock option and long-term incentive plans and other non-qualified deferred compensation plans, except those that may be specifically retained or delegated by the Board of Directors;


Establish, terminate or amend existing funded plans;


Delegate its duties as appropriate subject to the guidelines set forth below;


Require and review reports submitted at least annually by any individual or group to whom the Committee has delegated any of its duties, listing all actions taken by the delegates pursuant to their respective delegations;


Monitor compliance by officers with the Company's stock ownership requirements; and


Review the adequacy of this charter at least annually and recommend any proposed changes to the Board for approval.


The Committee shall have the authority to delegate such administrative responsibilities as the Committee may deem appropriate in its sole discretion to the extent permitted by law and the applicable rules of the Securities and Exchange Commission, New York Stock Exchange and Internal Revenue Code.


The Compensation Committee may, in its sole discretion, employ such independent consultants or experts, including lawyers, as it may deem appropriate to assist it in the performance of its duties. If a compensation consultant is to assist in the evaluation of director, CEO or senior executive compensation, the Compensation Committee shall have the sole authority to retain (including approval of fees and other retention terms) and terminate the consultants or other experts, although the Company's management may, with the Committee's approval, assist in negotiating the contract terms for consultants and tracking their expenses. The Company may also hire compensation consultants for its own more general purposes, provided that the Company does not use the same consultant as the Compensation Committee. The Compensation Committee shall also have the right to use reasonable amounts of time of the Company's internal staff. The Committee shall keep the Chairman of the Board advised as to the general range of anticipated expenses for outside consultants and experts.

Amended and restated by Board of Directors on July 21, 2003

Amended March 25, 2004

Amended March 22, 2005