DARDEN RESTAURANTS, INC.

NOMINATING AND GOVERNANCE COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER

COMPOSITION AND MEETINGS

The Nominating and Governance Committee is a committee of the Board of Directors that shall consist of at least three members of the Board of Directors, all of whom in the judgment of the Board shall be independent in accordance with the New York Stock Exchange listing standards and the Company's Corporate Governance Guidelines.

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

The Nominating and Governance Committee shall meet at least two 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. The Committee shall operate pursuant to the Bylaws of the Company, including Bylaw provisions governing notice of meetings and waivers of notice, 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 after each Committee meeting. Unless otherwise authorized by an amendment to this Charter, the Committee shall not delegate any of its authority to any subcommittee.

PRIMARY PURPOSE AND RESPONSIBILITIES

The primary purposes and responsibilities of the Nominating and Governance Committee are to:

1.

Identify individuals qualified to become Board members, consistent with criteria approved by the Board, and to select, or to recommend that the Board select, the director nominees for the next annual meeting of shareholders;

2.

Develop and recommend to the Board a set of corporate governance guidelines applicable to the corporation; and

3.

Oversee the evaluation of the Board and management.

 

 

Except as otherwise required by applicable laws, regulations or listing standards, all major decisions are considered by the Board of Directors as a whole.

ADDITIONAL RESPONSIBILITIES

The Nominating and Governance Committee also is responsible for:

Board of Directors

1.

Reviewing the appropriate size, function and needs of the Board;

2.

Developing the Board's policy involving tenure and retirement of directors;

3.

Establishing specific criteria for selecting new Board members, the current protocol for which is attached as Appendix A;

4.

Recruiting candidates to fill new positions on the Board;

5.

Reviewing Board candidates recommended by shareholders using the procedures on Appendix A. The Company will disclose any material changes to the shareholder nomination procedures as required by applicable law;

6

Conducting appropriate and necessary inquiries into the backgrounds and qualifications of possible Board candidates;

7.

Evaluating each new director candidate, including those candidates recommended by shareholders in accordance with the Company's procedures, and each incumbent director before recommending that the Board nominate or re-nominate such individual for election or reelection as a director based on the extent to which such individual meets the established criteria;

8.

Overseeing the evaluation of the Board and monitor the performance of directors;

9.

Making recommendations concerning the structure of Board meetings;

10.

Developing and periodically evaluating initial orientation guidelines and continuing education guidelines for each member of the Board and any committee regarding his or her responsibilities as a director generally and as a member of any applicable Board committee.

Board Committees

1.

Evaluating at least annually the functions, performance, authority, operations, charter and composition of each standing or ad hoc Board committee, including any authority of a committee to delegate to a subcommittee, management committee or senior executive officer; and

2.

Submitting to the Board candidates for membership on each Board committee.

Corporate Governance

1.

Developing and recommending to the Board the corporate governance principles applicable to the Corporation, including such revisions as from time to time the Committee deems appropriate;

2.

Monitoring and making recommendations to the Board on other matters or Board policies and practices relating to corporate governance;

3.

Reviewing and making recommendations to the Board regarding proposals of shareholders that relate to corporate governance; and

4.

Considering questions of possible conflicts of interest of Board members and of the Corporation's senior executives.

Other Duties

1.

Annually evaluating the performance of the Nominating and Governance Committee.

2.

Undertaking such additional activities within the scope of its primary functions as the Committee or the Chairman of the Board may from time to time determine.

ADDITIONAL RESOURCES

To assist and advise the Committee in connection with its responsibilities, the Nominating and Governance Committee shall have access to the Corporation's internal staff and may hire independent experts, lawyers and other consultants. The Committee shall have sole authority to retain and terminate one or more search firms to assist in identifying and evaluating director candidates, and shall have the sole authority to approve any such firm's fees and other retention terms. The Committee shall keep the Chairman of the Board advised as to the general range of anticipated expenses for outside consultants.

Adopted by Board of Directors: April 12, 1995

Amended and restated: July 21, 2003

Amended: March 25, 2004

Amended: March 22, 2005