DARDEN RESTAURANTS INC
EXHIBIT 10B FLEXCOMP PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhibit10bfy02.txt
<DESCRIPTION>EXHIBIT 10B FLEXCOMP PLAN
<TEXT>
                                                                   EXHIBIT 10(b)











                            DARDEN RESTAURANTS, INC.
                                  FLEXCOMP PLAN


                             As Amended and Restated
                   Including amendments through July 26, 2002




<PAGE>






                            DARDEN RESTAURANTS, INC.
                                  FLEXCOMP PLAN


                                    ARTICLE I
                                  INTRODUCTION


     Section 1.1 Purpose of Plan. Darden  Restaurants,  Inc.  (formerly known as
"General Mills Restaurants,  Inc.") hereby adopts the Darden  Restaurants,  Inc.
FlexComp Plan (the "Plan") for a select group of the key  management  and highly
compensated  employees of the Company as a means of providing bonus income and a
method for sheltering a portion of an eligible  individual's income from current
taxation by providing (i) current bonus income  (referred to herein as "FlexComp
Awards")  on an  annual  basis  and  providing  a means  by  which  an  eligible
individual  may elect to defer  the  payment  of all or a portion  of his or her
FlexComp  Award for a period of one or more years,  and (ii) a means by which an
eligible individual may elect to defer the payment of all or a portion of his or
her salary and/or  applicable  bonus (in addition to his FlexComp  Awards) for a
period  of one or  more  years.  In  addition,  this  Plan is  intended  to be a
successor  Plan with  respect  to  certain  liabilities  on  behalf  of  certain
individuals  who had  deferred  compensation  accounts  under the General  Mills
Restaurants,  Inc. FlexComp Plan, the General Mills, Inc. Deferred  Compensation
Plan and/or the  Supplemental  Savings Plan of General Mills,  Inc.  immediately
prior to the Effective Date, which  liabilities were transferred to this Plan as
a result of the spin-off of General Mills Restaurants,  Inc. from General Mills,
Inc.

     Section 1.2 Effective  Date of Plan.  This Plan is a successor  plan to the
plans named below as of the  Effective  Date.  This Plan was amended,  effective
January 1, 1996, to allow for the deferral of salary and bonuses with respect to
eligible individuals. The original effective date of the predecessor plans, from
which liabilities are transferred to this Plan, are as follows:

     (a)  The original  effective  date of the General Mills  Restaurants,  Inc.
          FlexComp Plan was June 1, 1994;

     (b)  The  original  effective  date of the  General  Mills,  Inc.  Deferred
          Compensation Plan was May 1, 1984; and

     (c)  The  original  effective  date  of the  Supplemental  Savings  Plan of
          General Mills, Inc. was July 25, 1983.

The Plan has been amended from time to time from its  original  effective  date.
This amendment and restatement includes all amendments through July 26, 2002.


                                       1
<PAGE>


                                   ARTICLE II
                                   DEFINITIONS


     Section 2.1 Code shall mean the Internal  Revenue Code of 1986,  as amended
from time to time.

     Section 2.2 Committee shall mean the Minor Amendment Committee of the Board
of Directors of the Company or its delegate or the Compensation Committee of the
Board of Directors with respect to any  determination  that is made with respect
to a Participant who is subject to Section 16 of the Securities  Exchange Act of
1934, as amended (the "Exchange Act").

     Section 2.3  Company  shall mean Darden  Restaurants,  Inc.  and any of its
subsidiaries  or  affiliated   business  entities  as  shall  be  authorized  to
participate in the Plan by the Board, or its delegate.

     Section 2.4 Current  Compensation shall be determined solely for the period
during  which  the  Participant  was  ineligible  to accrue  benefits  under the
Retirement Plan or the Retirement  Income Plan of General Mills,  Inc. and shall
mean the  "Earnable  Compensation"  that  would have been  recognized  under the
Retirement  Plan for such  Participant  for such period,  without  regard to any
limitations  on  compensation  imposed  under  the  Code.   Notwithstanding  the
preceding  sentence,  the  following  special  rules shall apply in  determining
Current Compensation:

     (a)  Any  annual  incentive  compensation  that is  based  on  fiscal  year
          performance shall be considered Current Compensation for the Plan Year
          in which it accrues, and any incentive  compensation that is not based
          on fiscal year performance  shall be considered  Current  Compensation
          for the Plan Year in which paid.

     (b)  In the case of a Participant who is totally and  permanently  disabled
          and who is receiving  long-term  disability benefits from an LTD Plan,
          Current  Compensation shall include  "hypothetical  earnings" based on
          the greater of (1) the Participant's  base salary rate at the time the
          disability  occurred,  or (2) the Participant's  eligible earnings for
          the calendar year  immediately  prior to the onset of the  disability,
          but shall not include "hypothetical earnings" for any period after the
          earlier  of (A) the date the  Participant  attains  age 65, or (B) the
          date the Participant is no longer  eligible to receive  benefits under
          an LTD Plan.

     (c)  Current  Compensation shall not include any amounts paid pursuant to a
          severance plan or arrangement or a special service allowance.

     (d)  Any amounts attributable to sign-on bonuses or special project bonuses
          shall  not  be  considered   Current   Compensation  for  purposes  of
          determining  the amount of any FlexComp  Award  (although such amounts
          shall be included for determining

                                       2
<PAGE>

          an individual's  compensation for purposes of Section 3.3(c),  whether
          or not deferred).

     (e)  Current  Compensation shall not include amounts paid prior to the date
          of a  Participant's  first  anniversary  of  employment,  unless  such
          Participant was hired prior to November 1, 1994.

     Section 2.5  Deferred  Comp  Participant  shall mean a  Participant  who is
eligible under Section 3.3 to defer all or a portion of his or her  compensation
(including salary and/or bonuses) as described in Section 4.4.

     Section 2.6 DSP shall mean the Darden  Savings Plan  (formerly  the "Profit
Sharing and Savings Plan for Darden Restaurants, Inc.).

     Section 2.7 Effective Date shall mean May 29, 1995.

     Section 2.8 FlexComp  Award  Participant  shall mean a  Participant  who is
eligible  under Section 3.2 for a FlexComp  Award under Section 4.1 and deferral
of that award under Section 4.3.

     Section 2.9 Management Incentive Plan shall mean the plan adopted by Darden
Restaurants, Inc. for key management employees.

     Section  2.10 Minor  Amendment  Committee  shall  mean the Minor  Amendment
Committee, appointed by the Board of Directors of Darden Restaurants, Inc.

     Section 2.11  Participant  shall mean any employee of the Company who meets
the  eligibility  requirements  for a  deferral  under this Plan as set forth in
Article III.

     Section 2.12 Plan Year shall mean the  twelve-month  period ending each May
31.

     Section  2.13  Retirement  Plan shall mean the  Retirement  Income  Plan of
Darden  Restaurants,  Inc. (formerly the "Pension Plan for Salaried Employees of
General Mills Restaurants, Inc.").

     Section 2.14 Supplemental  Savings Plan shall mean the Supplemental Savings
Plan of General  Mills,  Inc.,  under which certain  employees of General Mills,
Inc. or one of its affiliates had an account  balance as of the Effective  Date,
which  liabilities  were  transferred to this Plan as of the Effective Date, or,
with  respect to  individuals  who became  employees  of the  Company  after the
Effective  Date, but before the one-year  anniversary of the Effective  Date, on
said one-year anniversary of the Effective Date.

                                       3
<PAGE>


                                   ARTICLE III
                      ELIGIBILITY FOR AWARDS AND DEFERRALS


     Section 3.1  Participation.  An individual  shall be a Participant  in this
Plan only if he or she  satisfies any of the  eligibility  criteria set forth in
Section 3.2 or Section 3.3.  Upon  becoming a  Participant  under Section 3.2 or
Section 3.3, such an individual shall be permitted to participate solely for the
deferral and award provisions of this Plan for which he or she has satisfied the
eligibility  criteria.   Notwithstanding  the  foregoing,  in  no  event  may  a
Participant  defer  any  amounts  under  this  Plan  during  a  period  when the
individual  is  receiving  any amounts  paid  pursuant  to a  severance  plan or
arrangement or a special service allowance maintained by the Company.

     Section 3.2 FlexComp  Award  Participants.  An individual who has completed
one year of service with the Company (including service with General Mills, Inc.
prior to the  Effective  Date)  shall be  eligible  to become a  FlexComp  Award
Participant in the FlexComp  Award feature of this Plan  (including the deferral
of such Award) for a Plan Year, if such individual:

     (a)  is  designated  as  eligible  to  participate  hereunder  by the Minor
          Amendment Committee (or its designee) or by the Compensation Committee
          if such individual is subject to Section 16 of the Exchange Act;

     (b)  is a highly  compensated  employee (as defined in Code Section  414(q)
          and the regulations and other guidance  issued  thereunder)  under the
          DSP and the Retirement Plan for the DSP and Retirement Plan plan years
          that occur within the Plan Year or was a highly  compensated  employee
          during the preceding two plan years of the DSP and the Retirement Plan
          or is employed at a salary which,  on an annual basis,  is anticipated
          to exceed $80,000 (adjusted for increases in the cost of living at the
          same time and in the same manner permitted under Code Section 415(d));

     (c)  is either  employed  by the  Company  or  receiving  benefits  under a
          long-term  disability  income plan of the Company  ("LTD  Plan") on or
          after June 1, 1994;

     (d)  is not an active  participant in the Retirement  Plan, the DSP, or any
          other  tax-qualified  retirement  plan  sponsored or maintained by the
          Company; and

     (e)  would be entitled to accrue  benefits under the Retirement Plan and be
          entitled  to  have  contributions  made  under  the  DSP  (or,  if the
          individual is receiving  benefits from an LTD Plan,  would be entitled
          to accrue  benefits under the  Retirement  Plan) if such plans did not
          have restrictions on participation by highly compensated  employees or
          employees  whose  annualized  salary  as of his  date of hire  exceeds
          $80,000 (as adjusted).

                                       4
<PAGE>


     Notwithstanding the foregoing  provisions of Section 3.2(b),  effective May
1, 1999,  the rule in the DSP and  Retirement  Plan  automatically  excluding an
employee  from  participation  therein  for two plan years  after a plan year in
which  such  employee  is a highly  compensated  employee  shall not apply  with
respect to  Qualified  Managers  as defined  in the DSP.  Therefore,  in lieu of
Section 3.2(b),  such  individuals  shall be eligible to become a FlexComp Award
Participant in the FlexComp  Award feature of this Plan  (including the deferral
of  such  Award)  for a Plan  Year,  if  such  individual  otherwise  meets  the
requirements  of Section  3.2(a),  (c),  (d), and (e) and such  individual  is a
highly  compensated  employee,  as  defined  therein  for  the  current  DSP and
Retirement Plan plan years or is employed at a salary which, on an annual basis,
is anticipated  to exceed $80,000  (adjusted for increases in the cost of living
at the same time and in the same manner permitted under Code Section 415(d)).

     Section 3.3  Deferred  Comp  Participants.  Effective  January 1, 1996,  an
individual  shall be  eligible  to become a  Deferred  Comp  Participant  in the
deferred  compensation features of this Plan (other than those deferral features
applicable to FlexComp Awards) for any Plan Year, if he or she:

     (a)  is an officer;

     (b)  is a highly  compensated  employee (as defined in Code Section  414(q)
          and the regulations and other guidance  issued  thereunder)  under the
          DSP and the Retirement Plan for the DSP and Retirement Plan plan years
          that occur within the Plan Year or was a highly  compensated  employee
          during the preceding two plan years of the DSP and the Retirement Plan
          or is employed at a salary which,  on an annual basis,  is anticipated
          to exceed $80,000 (adjusted for increases in the cost of living at the
          same time and in the same manner permitted under Code Section 415(d));
          or

     (c)  after having become  eligible  under (a) or (b) above for a prior Plan
          Year, the  individual  would have been a highly  compensated  employee
          under the DSP or the  Retirement  Plan for the DSP or Retirement  Plan
          plan year  ending  within  the  Plan's  Plan Year (as  defined in Code
          Section  414(q)  and  the   regulations   and  other  guidance  issued
          thereunder)  had the  individual's  compensation  included all amounts
          that the individual deferred under this Plan other than deferrals,  if
          any, of the FlexComp Awards.

     Notwithstanding the foregoing  provisions of Section 3.3(b),  effective May
1, 1999,  the rule in the DSP and  Retirement  Plan  automatically  excluding an
employee  from  participation  therein  for two plan years  after a plan year in
which  such  employee  is a highly  compensated  employee  shall not apply  with
respect to  Qualified  Managers  as defined  in the DSP.  Therefore,  in lieu of
Section  3.3(b),  such  individuals  shall be eligible to become a Deferred Comp
Participant in the deferred compensation features of this Plan (other than those
deferral features applicable to FlexComp Awards) for any Plan Year, if he or she
otherwise meets the  requirements of Section 3.3(a) or (c) or such individual is
a highly  compensated  employee,  as defined  therein for the DSP and Retirement
Plan plan years that occur within the Plan Year or is

                                       5
<PAGE>

employed at a salary which, on an annual basis, is anticipated to exceed $80,000
(adjusted  for  increases in the cost of living at the same time and in the same
manner permitted under Code Section 415(d)).


                                       6
<PAGE>


                                   ARTICLE IV
                       FLEXCOMP AWARDS AND PLAN DEFERRALS


     Section 4.1 Payment of Annual FlexComp Award. A FlexComp Award  Participant
who: (i) as of the last day of a Plan Year, is actively  employed by the Company
or receiving benefits under an LTD Plan; or (ii) terminates  employment during a
Plan Year due to  "retirement"  (as that term is  defined  under the  Retirement
Plan) or  death,  shall be paid any  FlexComp  Award  that he or she may  become
entitled to receive for the Plan Year (as determined  under Section 4.2) in cash
as soon as  practicable  following  the end of such Plan Year. A FlexComp  Award
Participant  who  terminates  during  a Plan  Year  for any  reason  other  than
"retirement"  (as defined under the Retirement  Plan) or death shall be paid any
FlexComp  Award that he or she may become  entitled to receive for the Plan Year
in cash as soon as  practicable  after the end of the Plan Year following his or
her termination of employment.

     Section 4.2 Amount of Annual FlexComp  Award. A FlexComp Award  Participant
shall be  entitled  to an annual  FlexComp  Award,  the amount of which shall be
determined as follows:

     (a)  The formula for determining the FlexComp Award set forth in (b) or (c)
          below shall apply to all FlexComp Award Participants, as follows:

          (1)  FlexComp  Award  Participants  who are hired on or after  June 1,
               2000 shall have their FlexComp Award amounts determined under (b)
               below.

          (2)  FlexComp Award Participants who were actively employed (including
               those  on  an  authorized   leave  of  absence)   FlexComp  Award
               Participants during the Plan Year beginning June 1, 2000 and who,
               in accordance with such  procedures  established by the Committee
               made  a  one-time   irrevocable   election   prior  to  the  date
               established  by the  Committee,  to have  their  FlexComp  Awards
               determined  under the  formula  set forth in (b) or (c) below for
               all Plan  Years  beginning  on and after  June 1, 2000 shall have
               their  FlexComp   Awards   determined  in  accordance  with  that
               affirmative  election.  In the absence of an affirmative election
               to the contrary,  such Participant's  FlexComp Award for all Plan
               Years  beginning  on and after June 1, 2000  shall be  determined
               under the formula set forth in (b) below.

          (3)  FlexComp Award  Participants  who were actively  employed  before
               June 1, 2000,  were not eligible for the election as described in
               (a)(2)  above even  though  they were  actively  employed at such
               time,   became  eligible  to  participate  as  a  FlexComp  Award
               Participant  without having  incurred a break in service from the
               Company  (whether  or not such  participation  was for the  first
               time),  and  participate  in the final average pay portion of the
               Retirement  Plan shall be  provided  with a one-time  irrevocable
               election to

                                       7
<PAGE>


               choose whether to have the FlexComp Award determined under (b) or
               (c) below. Such irrevocable  election shall be made upon becoming
               a FlexComp Award  Participant at such time and in accordance with
               such procedures established by the Committee. In the absence of a
               timely  affirmative  election,  the Participant's  FlexComp Award
               shall  be  determined   under  (b)  below.

          (4)  FlexComp Award  Participants not otherwise  described in (1), (2)
               or  (3)  above  (including,   by  way  of  illustration  and  not
               limitation, FlexComp Award Participants who terminated employment
               prior to June 1, 2000 and are  re-hired  after that date),  shall
               have their FlexComp Awards determined under the formula described
               in (b) below for all relevant  Plan Years  beginning on and after
               June 1, 2000.

          (5)  In all events,  the formula described in (c) below shall apply in
               determining  the amount of all annual FlexComp Awards for periods
               before June 1, 2000.

     (b)  If this Section  4.2(b) applies to a FlexComp  Award  Participant  (as
          determined  under (a) above),  the amount of a FlexComp  Award for any
          such Participant  shall be determined under the following  formula:  [
          "X" (a DSP factor) plus "Y" (a fixed factor)] times the  Participant's
          Current Compensation. The determination of the appropriate factors and
          the  relevant  terms are set forth  below:

          (1)  X,  the DSP  factor,  is  based  on the  Participant's  lost  DSP
               matching contributions, and, equals:

               (A)  a variable  amount,determined  in the Company's  discretion,
                    but which  percentage  shall be applied  consistently to all
                    such  Participants,  between  1.5% and 6% for periods on and
                    after June 1,  2000,  and  before  July 1,  2002;  and

               (B)  a variable amount,  determined in the Company's  discretion,
                    but which  percentage  shall be applied  consistently to all
                    such  Participants,  between 1.5% and 7.2%for periods on and
                    after July 1, 2002.

          (2)  Y, the fixed factor, is 4%.

          (3)  In the event a Participant terminates employment with the Company
               during the Plan Year for any reason other than  "retirement"  (as
               defined  under the  Retirement  Plan) or death,  the  Participant
               shall be entitled to a FlexComp Award for the portion of the Plan
               Year in which he or she is employed,  based on his or her Current
               Compensation for the partial Plan Year.

                                       8
<PAGE>


     (c)  If this Section  4.2(c) applies to a FlexComp  Award  Participant  (as
          determined  under (a) above),  the amount of a FlexComp  Award for any
          such Participant shall be determined under the following formula: ["X"
          (a DSP factor) plus the product of "Y" (an  age-based  factor) and "Z"
          (a   service-based    factor)]   times   the   Participant's   Current
          Compensation.  The  determination  of the appropriate  factors and the
          definitions of the relevant terms are set forth below:

          (1)  X,  the DSP  factor,  is  based  on the  Participant's  lost  DSP
               matching contributions, and, equals:

               (A)  3% for periods before October 1, 1997;

               (B)  a variable amount,  determined in the Company's  discretion,
                    but which  percentage  shall be applied  consistently to all
                    such  Participants,  between  1.5% and 6% for periods on and
                    after October 1, 1997 and before July 1, 2002; and

               (C)  a variable amount,  determined in the Company's  discretion,
                    but which  percentage  shall be applied  consistently to all
                    such participants,  between 1.5% and 7.2% for periods on and
                    after July 1, 2002.

          (2)  Y, the age-based  factor is 1.085^ (the  Participant's  age minus
               30), with the  Participant's  age being determined as of the last
               day of the Plan Year,  unless the Participant  terminates  during
               the Plan Year for any reason other than  "retirement" (as defined
               under  the  Retirement   Plan)  or  death,   in  which  case  the
               Participant's  age shall be  determined  as of his or her date of
               termination.

          (3)  Z,  the  service-based  factor  is  equal  to  1.8 +  (.02  x the
               Participant's years of credited service under the Retirement Plan
               (including  years of service  credited under the Pension Plan for
               Hourly  Employees of General  Mills  Restaurants,  Inc.,  if such
               service would have been included under the portability provisions
               of the  Retirement  Plan  had  the  Participant  been  an  active
               participant  in the  Retirement  Plan at the time of the FlexComp
               Award) and under the  Retirement  Income  Plan of General  Mills,
               Inc.  during periods when the  Participant was entitled to accrue
               benefits thereunder before first becoming eligible to participate
               in this Plan).

          (4)  The product of Y and Z shall not be less than 2%, or greater than
               20%.

          (5)  In the event a Participant terminates employment with the Company
               during the Plan Year for any reason other than  "retirement"  (as
               defined  under the  Retirement  Plan) or death,  the  Participant
               shall be entitled to a

                                       9
<PAGE>


               FlexComp  Award for the  portion  of the Plan Year in which he or
               she is employed, based on his or her Current Compensation for the
               partial Plan Year.

     Section 4.3 Deferral of Annual FlexComp Award. Notwithstanding Section 4.1,
any  FlexComp  Award  Participant  may  elect  to  defer  up to 100% (in a whole
percentage) of any FlexComp Award that he or she may become  entitled to receive
for a Plan Year.  Any such election  shall apply to the specified  percentage of
the  Participant's  FlexComp Award for the Plan Year,  provided the  Participant
completes and submits to the Company a deferral  election form no later than the
December 31 within such Plan Year. If a Participant  will first become  eligible
to  participate  in the FlexComp Plan after December 31 of a Plan Year but prior
to the end of such Plan Year,  such  Participant  may make a  deferral  election
conditioned  on  the  granting  of a  FlexComp  Award  for  such  Plan  Year  (a
"Conditional Election"),  if made prior to December 31st of that Plan Year. Such
Conditional  Election  shall apply to the FlexComp  Award,  if any,  made to the
Participant for such Plan Year. The Participant's  deferral  percentage election
shall  remain in effect  with  respect to any  FlexComp  Awards for future  Plan
Years, until the Participant  changes such election by completing and submitting
to the Company a new deferral election form on or before any subsequent December
31.  Any such  new  election  shall  apply to the  specified  percentage  of the
Participant's  FlexComp  Award for the Plan Year in which such December 31 falls
and for  future  Plan  Years  until  the  Participant  next  changes  his or her
election.  Notwithstanding  the  foregoing,  the amount of any  deferral may not
exceed the gross amount of the  Participant's  FlexComp Award reduced by any tax
required to be withheld from such amounts under Code Section  3101(a) and (b) or
any  state  or  local  statute.  Further,  notwithstanding  any  prior  deferral
election, if the Participant terminates prior to the date of any FlexComp Award,
then any deferral  election made with respect to such  FlexComp  Award shall not
become effective.

     Section 4.4 Salary, Incentive, and Bonus Deferral Elections.

     (a)  Elections by Officers.  A Deferred Comp  Participant who is an officer
          of the Company may make the following deferral elections:

          (1)  Base Compensation.  Such Participant may make an initial election
               to  defer  up to 15% (in a whole  percentage)  of his or her base
               compensation  by  completing  and  submitting  to the  Company  a
               deferral  election  form  at such  time  and in  such  manner  as
               determined by the  Compensation  Committee.  Such election  shall
               apply to the  Participant's  base  compensation  attributable  to
               services performed after the election and before the beginning of
               the next calendar  year.  That initial  deferral  election  shall
               continue to apply with  respect to all future  base  compensation
               until the election is changed by the Participant. The Participant
               may elect to modify any  deferral  election of base  compensation
               for the  remainder  of any  calendar  year or any future  year by
               providing  written notice to the Company at such time and in such
               manner as  determined  by the  Compensation  Committee.  Any such
               change shall be

                                       10
<PAGE>

               effective  as  soon as  practicable  after  the  end of the  week
               following   the  week   after  the   Company's   receipt  of  the
               Participant's written notice of change.

          (2)  Management  Incentive Plan Bonus Deferral.  Such  Participant may
               elect to defer up to 100% (in a whole  percentage)  of his or her
               Management  Incentive Plan incentive  compensation  by completing
               and  submitting to the Company a deferral  election form no later
               than the sixtieth  (60th) day  preceding the end of the Company's
               fiscal year.  Such  deferral  election  shall apply to all future
               Management Incentive Plan incentive  compensation  payments until
               changed for a future Plan Year by the  Participant in writing.  A
               Participant  may elect to change his or her deferral  election of
               incentive compensation by providing written notice to the Company
               no later than the sixtieth (60th) day  immediately  preceding the
               Company's fiscal year for which such incentive compensation would
               otherwise be payable.  Notwithstanding the foregoing,  the amount
               of  any   deferral  may  not  exceed  the  gross  amount  of  the
               Participant's  incentive compensation reduced by any tax required
               to be withheld from such amounts  under Code Section  3101(a) and
               (b) or any state or local statute.  Further,  notwithstanding any
               prior deferral election,  if the 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)  Elections by All Other  Participants.  A Deferred Comp Participant who
          is not an  officer  of the  Company  may make the  following  deferral
          elections:

          (1)  Deferrals of Earnable Compensation. Such Participant may elect to
               defer up to 15% (in a whole  percentage)  of his or her "earnable
               compensation"  (as  such  term  is  defined  under  the  DSP)  by
               completing and submitting to the Company a deferral election form
               at such  time  and in such  manner  as  determined  by the  Minor
               Amendment Committee (or its delegate).  Such election shall apply
               to the  Participant's  "earnable  compensation"  attributable  to
               services  performed after the election and shall remain in effect
               until changed by the Participant. A Participant may change his or
               her  deferral  election of earnable  compensation  for any future
               period by providing  written  notice to the Company on such forms
               as prescribed by the Minor  Amendment  Committee or its delegate.
               Any such change shall be effective as soon as  practicable  after
               the end of the  week  following  the  week  after  the  Company's
               receipt of the Participant's written notice.

          (2)  Bonus for Operations.  Such  Participant may elect to defer up to
               15% (in a whole  percentage)  of his or her  operations  bonus by
               completing and submitting to the Company a deferral election form
               no later than the forty-fifth (45th) day preceding the end of the
               applicable bonus period. Such

                                       11
<PAGE>

               deferral  election shall apply to all future  operations  bonuses
               until changed by the  Participant in writing.  A Participant  may
               elect to change his or her deferral election of future operations
               bonuses by providing  written notice to the Company no later than
               the  forty-fifth  (45th)  day  preceding  the  end  of  the  next
               applicable  bonus  period.  Notwithstanding  the  foregoing,  the
               amount of any  deferral  may not exceed  the gross  amount of the
               Participant's  operations bonus reduced by any tax required to be
               withheld from such amounts under Code Section  3101(a) and (b) or
               any state or local statute.  Further,  notwithstanding  any prior
               deferral  election,  if the Participant  terminates  prior to the
               date of any  award of an  operations  bonus,  then  any  deferral
               election  made  with  respect  to such  bonus  shall  not  become
               effective.

          (3)  Management  Incentive Plan Bonus.  Such  Participant may elect to
               defer up to 15% (in a whole  percentage) of his or her Management
               Incentive  Plan bonus,  provided the  Participant  completes  and
               submits to the Company a deferral election form no later than the
               sixtieth  (60th) day  preceding the end of the  applicable  bonus
               period.   Such  deferral  election  shall  apply  to  all  future
               Management   Incentive   Plan  bonuses   until   changed  by  the
               Participant in writing.  A Participant may elect to change his or
               her deferral election of future Management Incentive Plan bonuses
               by  providing  written  notice to the  Company  no later than the
               sixtieth (60th) day preceding the end of the next applicable Plan
               Year.  Notwithstanding the foregoing,  the amount of any deferral
               may not exceed the gross amount of the  Participant's  Management
               Incentive  Plan bonus  reduced by any tax required to be withheld
               from such amounts under Code Section 3101(a) and (b) or any state
               or local  statute.  Further,  notwithstanding  any prior deferral
               election, if the Participant  terminates prior to the date of any
               award of a  Management  Incentive  Plan bonus,  then any deferral
               election  made  with  respect  to such  bonus  shall  not  become
               effective.

     (c)  Special Bonuses. Effective with respect to bonuses awarded on or after
          January 1, 1996, any Deferred Comp  Participant  may elect to defer up
          to 100% (in a whole  percentage)  of: (i) any "sign-on bonus" that may
          become payable to such Participant by completing and submitting to the
          Company  a  deferral  election  form no later  than his or her date of
          hire,  and (ii) any  "special  project  bonus"  that the  Senior  Vice
          President  of  Personnel,  in his  or her  sole  discretion,  (or  the
          Compensation Committee with respect to a Participant who is subject to
          Section  16 of the  Exchange  Act) may  award to such  Participant  by
          completing  and  submitting  to the Company a deferral  election  form
          within 30 days of receiving  from the Company a written  communication
          regarding the goals and  objectives  that must be attained in order to
          earn such special project bonus.  Notwithstanding  the foregoing,  the
          amount of any deferral under this  subsection may not exceed the gross
          amount of the  applicable  bonus  reduced  by any tax  required  to be
          withheld from such amounts  under Code Section  3101(a) and (b) or any
          state or

                                       12
<PAGE>

          local statute.  Further,  notwithstanding any prior deferral election,
          if the  Participant  terminates  prior to the  date of any  award of a
          sign-on or special project bonus, then any deferral election made with
          respect to such bonus shall not become effective.

     (d)  Bridge Period Benefit Amount and Restricted Stock Amount.  In addition
          to the  deferral  elections  under  subsections  (a),  (b) and (c),  a
          Deferred Comp  Participant  may elect to defer an amount of his or her
          base  compensation  for calendar years 1998 and 1999,  which amount is
          equivalent to a specified percentage (in a whole percentage) of his or
          her "Bridge  Period  Benefit  Amount,"  provided,  however,  that such
          election shall not be effective for base compensation  earned prior to
          September 1, 1998.  The  Participant's  Bridge Period  Benefit  Amount
          shall equal (i) the taxable amounts paid to the Participant  under the
          Darden  Restaurants,  Inc.  Bridge Period  Benefit Plan and the Darden
          Restaurants, Inc. Bridge Period Retirement Plan, plus (ii) the amounts
          realized  by the  Participant  on his  or her  exercise  of all or any
          portion of the Stock Option granted under such plans prior to December
          31, 1999. In addition,  a Participant  may elect to defer an amount of
          his or her:  (i)  base  compensation  and  Management  Incentive  Plan
          incentive  compensation  award if the Participant is an officer of the
          Company, (ii) earnable  compensation,  operations bonus and Management
          Incentive Plan incentive  compensation award if the Participant is not
          an officer of the Company,  and/or (iii) special bonuses, which amount
          is equivalent to a specified percentage (in a whole percentage) of his
          or her "Restricted Stock Amount." The  Participant's  Restricted Stock
          Amount  shall equal the value of the  Participant's  restricted  stock
          that vests in the year such base compensation, incentive compensation,
          earnable  compensation,  or bonus is earned.  Any such election  under
          this  subsection (d) shall be made by completing and submitting to the
          Company a deferral election form that shall apply to base compensation
          or earnable  compensation  that would otherwise be payable at least 30
          days after such form is  submitted  to the  Company  and to  incentive
          compensation   and  operations  and  special   bonuses  that  are  not
          determinable prior to at least 30 days after such form is submitted to
          the  Company,   pursuant  to  rules  established  by  the  Company.  A
          Participant   may  change  his  or  her  deferral   election  of  base
          compensation,  earnable  compensation  and/or  incentive  compensation
          (including  operations and special  bonuses) under this subsection (d)
          by  providing  written  notice to the  Company.  Any such change shall
          apply  to  base  compensation  or  earnable  compensation  that  would
          otherwise be payable as soon as practicable  after the end of the week
          following  the week after the Company's  receipt of the  Participant's
          written notice and to incentive compensation (including operations and
          special  bonuses) that is not  determinable  prior to at least 30 days
          after the Company receives the Participant's written notice,  pursuant
          to rules  established by the Company.  Notwithstanding  the foregoing,
          the amount of any deferral  under this  subsection  (d) may not exceed
          the gross amount of the Bridge Period Benefit Amount and/or Restricted
          Stock  Amount  reduced by any tax  required to be  withheld  from such
          amounts  under  Code  Section  3101(a)  and (b) or any  state or local
          statute. Further,

                                       13
<PAGE>

          notwithstanding  any  prior  deferral  election,  if  the  Participant
          terminates  prior to the  effective  date of any  deferral  under this
          Section  4.3(d),  then any  deferral  election  made  shall not become
          effective.

     Section 4.5 Short-Term Deferrals.  Notwithstanding the foregoing provisions
of this Article IV, the Company may permit a  Participant  to elect to defer all
or part of the  Participant's  incentive  compensation  award, 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 shall be communicated to the Participant at the
same  time the  availability  of any such  short-term  deferral  opportunity  is
communicated to Participants.

                                       14
<PAGE>


                                    ARTICLE V
                ESTABLISHMENT OF ACCOUNTS AND CREDITS TO ACCOUNTS


     Section 5.1 Deferred Accounts and Rates of Return on Deferred  Accounts.  A
deferred  compensation  account  ("Deferred  Account")  shall be  established on
behalf of each  Participant  with  respect to whom an amount is  deferred  under
Section 4.4 of this Plan,  including  amounts  transferred  in  accordance  with
Appendix  A. The amount of a  Participant's  deferrals  under this Plan shall be
credited to such Participant's Deferred Account as soon as practicable after the
amount would  otherwise have been paid in the absence of the deferral  election.
Effective January 1, 1998, each Participant's Deferred Account shall be credited
daily with a "rate of  return" on the total  deferred  amounts  credited  to the
Participant's  Deferred  Account and a Participant  may make separate  elections
with respect to "rates of return" for past and future deferrals.  Such "rates of
return" are described in Section 5.3.

     Section 5.2  FlexComp  Accounts  and Rates of Return on Amounts in FlexComp
Accounts.  A deferred  FlexComp  Award  account  ("FlexComp  Account")  shall be
established  on behalf of each  Participant  who elects to defer a percentage of
his or her FlexComp  Awards.  The amount of a  Participant's  deferred  FlexComp
Awards  shall be  credited  to such  Participant's  FlexComp  Account as soon as
practicable  after the amount would otherwise have been paid in the absence of a
deferral  election.  Effective  January 1,  1998,  each  Participant's  FlexComp
Account  shall be credited  daily with a "rate of return" on the total  deferred
amounts  credited to the  Participant's  FlexComp  Account and a Participant may
make  separate  elections  with respect to "rates of return" for past and future
deferrals. Such "rates of return" are described in Section 5.3.

     Section  5.3  Rates  of  Return.  The  "rates  of  return"  credited  to  a
Participant's accounts under Sections 5.1 and 5.2 shall be based upon the actual
investment  performance  of funds in the DSP,  or at such other  rates as may be
made available to the  Participant  from time to time pursuant to the provisions
of the Plan and the procedures  established by the Committee.  The Committee may
delete  funds,  on a prospective  basis,  by notifying  all  Participants  whose
Accounts include rates of return based on such funds, in advance, and soliciting
elections  for  transfer  to  other  rates  of  return  then  available  to such
Participants.

     Participants  may  elect to have any  combination  of the  above  "rates of
return" accrue on amounts in their accounts,  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 accounts, on a daily
basis,  by notifying  the  Committee or its  delegate,  at such time and in such
manner as approved by the Committee or its delegate.  Effective January 1, 1998,
each Participant's  accounts will be credited daily with the "rate(s) of return"
elected by the Participant  until the amount in each  Participant's  Accounts 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 accounts.

                                       15
<PAGE>


     Section 5.4 Impact on Other  Benefit  Plans.  The Company may maintain life
and/or  disability plans under which benefits earned or payable are related to a
Participant's  earnings.  Any such  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.

                                       16
<PAGE>


                                   ARTICLE VI
                               PAYMENT OF ACCOUNTS


     Section 6.1 Hardship Distributions. At any time prior to the time an amount
is otherwise payable hereunder, an active Participant may request a distribution
of deferred amounts on account of the Participant's financial hardship,  subject
to the following requirements:

     (a)  Such  distribution  shall be made, in the sole discretion of the Minor
          Amendment  Committee or its delegate or by the Compensation  Committee
          if the  Participant  is subject to Section 16 of the Exchange  Act, if
          the Participant has incurred an unforeseeable emergency.

     (b)  For purposes of this plan, an "unforeseeable  emergency" shall mean an
          unanticipated  emergency that is caused by an event beyond the control
          of the Participant and that would result in severe financial  hardship
          to the Participant  resulting from a sudden and unexpected  illness or
          accident  of  the  Participant  or of a  Participant's  dependent  (as
          defined in Code section 152(a)),  loss of the  Participant's  property
          due to casualty,  or other  similar  extraordinary  and  unforeseeable
          circumstances  arising as a result of events beyond the  Participant's
          control.  The  circumstances  that will  constitute  an  unforeseeable
          emergency  will depend upon the facts of each case and be based on the
          information  supplied  by the  Participant,  in  writing,  on the form
          provided by the Minor Amendment Committee or its delegate.

     (c)  Notwithstanding the foregoing,  payment under this Section 6.1 may not
          be made to the extent that such hardship is or may be relieved:

          (i)  through reimbursement or compensation by insurance or otherwise,

          (ii) by liquidation  of the  participant's  assets,  to the extent the
               liquidation   of  such  assets  would  not  itself  cause  severe
               financial hardship, or

          (iii) by cessation of deferrals under the Plan.

          In addition to the  foregoing,  distributions  under this  Section 6.1
          shall not be allowed for purposes of sending a child to college or the
          Participant's  desire to  purchase a home or other  residence.  In all
          events,  distributions  made on account of an unforeseeable  emergency
          are limited to the extent  reasonably  needed to satisfy the emergency
          need.

     (d)  All  distributions  under  this  Section  6.1 shall be made as soon as
          practicable after the Minor Amendment Committee or its delegate or the
          Compensation

                                       17
<PAGE>

          Committee,  as applicable,  has approved the distribution and that the
          requirements of this Section 6.1 have been met.

     Section 6.2 Payment of Deferred  Amounts.  At the time a Participant  makes
his or her election to defer any amounts under this Plan, the  Participant  must
also  elect a  distribution  date  and a form of  payment  with  respect  to the
deferral of each of the amounts subject to any such election, in accordance with
subsections  (a) and (b) and subject to subsection (c) below. A Participant  who
has a Supplemental Savings Account transferred to this Plan pursuant to Appendix
A shall also elect a  distribution  date and form of payment with respect to his
or her Supplemental  Savings Account, in accordance with subsections (a) and (b)
and subject to subsection  (c) below.  Each  deferred  amount under this Plan is
paid  separately  according  to the  Participant's  deferred  distribution  date
election.   Notwithstanding  any  Participant  election  to  the  contrary,  all
distributions  under this Plan shall be paid or  commence  to be paid as soon as
practicable   after  the  January  1  coincident  with  or  next  following  the
Participant's termination of employment or retirement from the Company.

     (a)  Distribution  Date. The  distribution  date may be any date that is at
          least  one  year  subsequent  to the  date  the  compensation,  bonus,
          FlexComp  Award or the  Supplemental  Savings  Account  (whichever  is
          applicable)  would  otherwise be payable,  but shall not be later than
          the date the Participant attains age 70.

     (b)  Form of Payment. The Participant may elect to have his or her deferred
          amounts subject to such election, paid in:

          (1)  a single payment,

          (2)  substantially  equal  annual  installments  for a  period  not to
               exceed ten (10) years,

          (3)  substantially  equal  annual  installments  for a  period  not to
               exceed  fifteen (15) years for deferral  elections  made prior to
               December  31,  1985 (if so  elected  at the time of the  original
               deferral), or

          (4)  any other form of payment requested in writing by the Participant
               and approved by the Minor Amendment  Committee or its delegate or
               by the  Compensation  Committee if the  Participant is subject to
               Section 16 of the Exchange Act,  with regard to amounts  deferred
               under Article IV.

     (c)  Special Rules.  Notwithstanding  the above,  the following  provisions
          shall apply:

          (1)  Except as  provided in  Subsection  7.2(c)(3),  if a  Participant
               terminates  employment  for any reason other than  Retirement  or
               death,  the  Committee  or its delegate  shall  require that full
               payment of all  amounts  deferred  under this Plan be paid in the
               form of a single lump sum cash payment as soon as

                                       18
<PAGE>

               practicable after the January 1 coincident with or next following
               the Participant's termination of employment.


          (2)  As to all future and previous  deferrals,  an active  Participant
               may request to amend his or her distribution  date and/or form of
               payment  with  respect to a deferral  provided:  (i) the  initial
               distribution  date in the absence of such  distribution  election
               amendment  is not within  twelve  (12)  months of the date of the
               amendment;  (ii) his or her amended distribution date is at least
               one year  after  the  distribution  date in the  absence  of such
               distribution election amendment; (iii) his or her amended form of
               payment  is in  substantially  equal  annual  installments  for a
               period not to exceed  ten (10)  years or a lump sum;  and (iv) no
               modifications for distribution  dates and/or forms of payment are
               permitted  with respect to any  deferrals  after  payment of such
               deferrals has  commenced to be paid. No more than two  amendments
               to the Participant's  initial distribution  election with respect
               to a particular  deferral shall be permitted.  Any such amendment
               must be in writing and submitted to the Committee for approval.

          (3)  Notwithstanding any other provision of this Plan to the contrary,
               a  Participant  may,  at any  time  prior  or  subsequent  to the
               distribution date selected by the Participant, request in writing
               to the Committee to have his or her form of payment of any or all
               amounts in his or her  FlexComp  Account,  Deferred  Compensation
               Account,  and/or  Supplemental  Savings  Account  changed  to  an
               immediate lump-sum distribution,  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  Participant's  FlexComp
               Account,  Deferred  Compensation Account, or Supplemental Savings
               Account,  as the case may be) 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 written request for an immediate lump-sum  distribution
               is  approved  by the  Committee.  Any such lump sum  distribution
               shall be paid  within one (1)  business  day of  approval  by the
               Committee of such request.

     Section 6.3 Death of a Participant.  If a Participant  dies before the full
distribution of his or her accounts under this Article VI, a lump sum payment of
the remaining distribution

                                       19
<PAGE>

amount shall be made to the  beneficiary  designated  by the  Participant.  This
payment  shall  be made as soon as  practicable  after  the  Committee  receives
notification of the Participant's death. In the absence of any such designation,
payment shall be made to the personal representative,  executor or administrator
of the Participant's estate.

                                       20
<PAGE>


                                   ARTICLE VII
                           ADMINISTRATION OF THE PLAN


     Section 7.1 Committee.  This Plan shall be  administered  by the Committee.
The Committee  shall act by  affirmative  vote of a majority of its members at a
meeting or in writing without a meeting. The 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 Committee may authorize
each and any one of its members to perform routine acts and to sign documents on
its behalf.

     Section 7.2 Plan Administration.  The 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  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 in the
discretion of the Committee.  The Committee shall, in its discretion,  determine
the  eligibility of employees to  participate  in the different  features of the
Plan, their rights while  Participants in the Plan and the nature and amounts of
benefits to be received  therefrom.  The  Committee  shall,  in its  discretion,
decide any disputes  which may arise under the Plan.  The  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
Committee shall be final and conclusive for all Plan purposes.

     Section 7.3 Claims Procedure.

     (a)  The Minor  Amendment  Committee or its delegate shall prescribe a form
          for the presentation of claims under the terms of this Plan.

     (b)  Upon presentation to the Minor Amendment  Committee or its delegate of
          a claim on the prescribed  form, the Minor Amendment  Committee or its
          delegate shall make a determination  of the validity  thereof.  If the
          determination  is  adverse  to  the  claimant,   the  Minor  Amendment
          Committee  or its  delegate  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 this 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

                                       21
<PAGE>


          (4)  An explanation of this Plan's claim review procedure.

     (c)  If a claim is denied, the claimant may appeal such denial to the Minor
          Amendment  Committee or its delegate 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 or its delegate
          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 or its delegate in its review.

     (d)  The  Minor  Amendment  Committee  or its  delegate  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  or its  delegate  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 or its delegate's  decision on review
          shall state in writing the  specific  reasons and  references  to this
          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 or its
          delegate,  the matter shall be referred to  arbitration  in accordance
          with Section 7.6 hereof.

     (g)  The  Minor  Amendment  Committee  or its  delegate  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 or its delegate.  No member of the Minor Amendment Committee
          or its delegate  shall  participate in any matter  relating  solely to
          himself or herself.

     Section  7.4  Non-Assignability.  The  interests  herein  and the  right to
receive  distributions from a Participant's  accounts 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 this
Plan in his or her accounts may be terminated by the Minor  Amendment  Committee
or its delegate (or the Compensation Committee with respect to a Participant who
is subject to Section 16 of the Exchange Act),  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.

                                       22
<PAGE>


     Section 7.5 Amendments to Plan. Darden Restaurants, Inc. reserves the right
to  suspend,  amend or  otherwise  modify  or  terminate  this Plan at any time,
without  notice.  Such action shall be taken by the Board of Directors of Darden
Restaurants,  Inc. 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 Darden  Restaurants,  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,  sales of  assets  or
          contested election,  or combination of the foregoing,  the persons who
          were  directors  of Darden  Restaurants,  Inc.  just before such event
          shall cease to  constitute  a majority of Darden  Restaurants,  Inc.'s
          Board of Directors; or

     (c)  the  shareholders  of Darden  Restaurants,  Inc.  approve an agreement
          providing for a  transaction  in which Darden  Restaurants,  Inc. will
          cease to be an  independent  publicly-owned  corporation  or a sale or
          other  disposition of all or substantially all of the assets of Darden
          Restaurants, Inc. occurs.

     Notwithstanding any other provision of this Plan to the contrary, the Minor
Amendment Committee, or the Compensation Committee with respect to a Participant
who is subject to Section 16 of the Exchange Act,  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 this Plan before such  amounts are  scheduled to be
paid. In making this  determination,  such 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.

     Section 7.6 Arbitration.  Subject to the completion of the claims procedure
described in Section 7.3, 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.

                                       23
<PAGE>


     (a)  An award rendered in connection  with an arbitration  pursuant to this
          Section 7.6 shall be final and binding and judgment upon such an award
          may be entered and enforced in any court of competent jurisdiction.

     (b)  The forum for  arbitration  under this Plan shall be Orlando,  Florida
          and the  governing law for such  arbitration  shall be the laws of the
          State of Florida.

     (c)  Arbitration  under this  Section  7.6 shall be  conducted  by a single
          arbitrator  selected  jointly  by  Darden  Restaurants,  Inc.  and the
          Participant or  Beneficiary,  as applicable  (the  "Complainant").  If
          within thirty (30) days after a demand for arbitration is made, Darden
          Restaurants,  Inc. and the Complainant are unable to agree on a single
          arbitrator,  three  arbitrators  shall be  appointed  to  conduct  the
          arbitration.  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
          before  selection  of such  arbitrator,  which  selection  shall be in
          accordance with the Commercial Arbitration Rules of the AAA.

     (d)  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 (c) 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.

     (e)  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.

     (f)  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  Darden   Restaurants,   Inc.  and  the
          Complainant.

     Section 7.7 Plan  Unfunded.  Nothing in this Plan shall be  interpreted  or
construed  to require  the Company in any manner to fund any  obligation  to the
Participants,   terminated  Participants  or  beneficiaries  hereunder.  Nothing
contained  in this Plan nor any  action  taken  hereunder  shall  create,  or be
construed to create,  a trust of any kind, or a fiduciary  relationship  between
the Company and the Participants, terminated Participants, beneficiaries, or any
other  persons.  Any  funds  which  may be  accumulated  in  order  to meet  any
obligation  under this Plan shall for all purposes  continue to be a part of the
general assets of the Company; provided,

                                       24
<PAGE>

however,  that the  Company  may  establish  a trust to hold funds  intended  to
provide benefits hereunder so long as the assets of such trust become subject to
the claims of the general creditors of the Company in the event of bankruptcy or
insolvency  of the  Company.  To the  extent  that any  Participant,  terminated
Participant,  or  Beneficiary  acquires  a right to  receive  payments  from the
Company under this Plan,  such rights shall be no greater than the rights of any
unsecured general creditor of the Company.

     Section 7.8 Applicable Law. All questions  pertaining to the  construction,
validity and effect of this Plan shall be determined in accordance with the laws
of the State of Florida, to the extent not preempted by Federal law.

     Section 7.9 Limitation of Rights.  This Plan is a voluntary  undertaking on
the part of the Company.  Neither the establishment of this Plan nor the payment
of any benefits hereunder,  nor any action of the Company,  the Committee or the
Minor  Amendment  Committee or its  delegate  shall be held or construed to be a
contract of  employment  between the  Company  and any  eligible  employee or to
confer  upon any person  any legal  right to be  continued  in the employ of the
Company.  The Company expressly  reserves the right to discharge,  discipline or
otherwise  terminate  the  employment  of any  eligible  employee  at any  time.
Participation  in this Plan gives no right or claim to any benefits beyond those
which are  expressly  provided  herein and all rights and claims  hereunder  are
limited as set forth in this Plan.

     Section 7.10 Severability. In the event any provision of this Plan shall be
held illegal or invalid,  or would serve to invalidate this Plan, that provision
shall be deemed to be null and void,  and this Plan shall be  construed as if it
did not contain that provision.

     Section 7.11 Headings and Number. The headings to the Articles and Sections
of this  Plan  are  inserted  for  reference  only,  and are not to be  taken as
limiting or extending the provisions hereof.

     Section 7.12 Incapacity.  If the Minor Amendment  Committee or its delegate
determines  that a Participant,  a terminated  Participant,  or any  Beneficiary
under this Plan  (each of which  shall be  referred  to as the  "Recipient")  is
unable to care for his or her affairs because of illness, accident, or mental or
physical  incapacity,  or because the Recipient is a minor,  the Minor Amendment
Committee or its delegate may direct that any benefit  payment due the Recipient
be  paid to his or her  duly  appointed  legal  representative,  or,  if no such
representative is appointed,  to the Recipient's spouse, child, parent, or other
blood  relative,  or to a person  with  whom the  Recipient  resides  or who has
incurred expense on behalf of the Recipient. Any such payment so made shall be a
complete  discharge  of  the  liabilities  of  this  Plan  with  respect  to the
Recipient.

     Section 7.13 Binding  Effect and Release.  All persons  accepting  benefits
under this Plan shall be deemed to have consented to the terms of this Plan. Any
final payment or distribution to any person entitled to benefits under this Plan
shall be in full  satisfaction  of all claims  against this Plan, the Committee,
the Minor Amendment Committee or its delegate, and the Company arising by virtue
of this Plan.

                                       25
<PAGE>


                                   APPENDIX A
                          SUPPLEMENTAL SAVINGS ACCOUNTS


     Eligibility  for  Supplemental  Savings  Account.  An  individual  who  was
employed by the Company on the Distribution  Date and who had an account balance
under the terms of the  Supplemental  Savings Plan as of such date, shall have a
Supplemental  Savings  Plan  Account  established  hereunder  to the extent such
liability  is  transferred  to this Plan as of the one-year  anniversary  of the
Distribution Date.

     No Forfeitures of Supplemental  Savings Account.  All amounts credited to a
Participant's Supplemental Savings Account under the Plan shall be fully vested.



                                       26
<PAGE>


                            DARDEN RESTAURANTS, INC.
                                  FLEXCOMP PLAN


                                   APPENDIX B
                STOCK OPTION GAIN AND RESTRICTED STOCK DEFERRALS


     Section 1 Purpose and Effect.  This  Appendix B authorizes  the deferral of
gains from the  exercise of Stock  Options and the deferral of income that would
otherwise be recognized upon the lapse of restrictions  applicable to Restricted
Stock Awards  notwithstanding  any other  provision in the Plan to the contrary.
The Stock  Options and  Restricted  Stock Awards that may be subject to deferral
elections  authorized  by this  Appendix  B are  limited to those made under the
following stock plans of the Company (collectively, the "Stock Plans"):

     (a)  Darden Restaurants,  Inc. Stock Option and Long-Term Incentive Plan of
          1995;

     (b)  Darden Restaurants, Inc. Restaurant Management and Employee Stock Plan
          of 2000;

     (c)  Darden Restaurants, Inc. 2002 Stock Incentive Plan; and

     (d)  any future stock plan,  agreement or  arrangement  of the Company that
          explicitly provides for such deferral elections.

In accordance with the rules set forth in this Appendix B, eligible Participants
may elect to (i) defer receipt of all or a portion of the shares of Common Stock
representing  the net gain on exercise of a Stock  Option in  connection  with a
Participant's  stock-for-stock  option  exercise  ("Option  Deferral")  and (ii)
either not receive restricted shares of Common Stock that would have been issued
under a  Restricted  Stock  Award,  or  transfer  to the  Company  prior  to the
applicable  Vesting Date all or a portion of the shares of Common Stock received
under a Restricted  Stock Award, in exchange for the Company's  agreement to pay
deferred  compensation  in the  form of  unrestricted  shares  of  Common  Stock
("Restricted  Stock  Deferral").  Grants of Stock Options and  Restricted  Stock
Awards are  governed  by the Stock  Plans,  as they may be amended  from time to
time.  No stock  options,  restricted  stock  or  shares  of  Common  Stock  are
authorized  to be  issued  under  this  Plan.  Participants  who elect to make a
deferral in accordance  with this Appendix B will have no rights as shareholders
of the Company with respect to Stock Units credited to their Deferred Stock Unit
Accounts.

     Section 2  Definitions.  For purposes of this Appendix B, the terms defined
in  Article  II of the  Plan  shall  have the same  meanings  when  used in this
Appendix B, unless a different  meaning is given in this Section 2. In addition,
the terms listed below shall have the following meanings:

                                       27
<PAGE>

     (a)  Common Stock shall mean the common stock, without par value, of Darden
          Restaurants, Inc.

     (b)  Compensation  Committee shall mean the  Compensation  Committee of the
          Board of Directors of the Company.

     (c)  Deferred  Stock Unit Account  shall mean the account  established  for
          each Participant in accordance with Section 7 of this Appendix B.

     (d)  Exercise  Date  shall  mean  the date as of  which a Stock  Option  is
          exercised under the applicable Stock Plan.

     (e)  Net Shares shall mean:

          (i)  with respect to any Option Deferral pursuant to Section 4 of this
               Appendix B, the number of shares of Common  Stock  subject to the
               deferral  election  ("Deferred  Shares")  as to which  the  Stock
               Option  has been  exercised,  less the number of shares of Common
               Stock delivered to pay the exercise price for the Deferred Shares
               in a  stock-for-stock  exchange,  and  less  any  shares  used to
               satisfy  FICA,  Medicare or any other taxes due at the time Stock
               Units are credited due to the Option Deferral;

          (ii) with respect to any Restricted Stock Deferral pursuant to Section
               5 of this Appendix B, the number of shares of Common Stock issued
               pursuant  to the  Restricted  Stock Award that are subject to the
               deferral election, less any shares that are used to satisfy FICA,
               Medicare  or  any  other  taxes  due  at  the  time  Stock  Units
               attributable to a Restricted Stock Deferral become vested; and

          (iii)with  respect  to  any  Restricted  Stock  Deferral  pursuant  to
               Section  6 of this  Appendix  B, the  number  of shares of Common
               Stock that are subject to the deferral  election  that would have
               been issued  pursuant to the  Restricted  Stock  Award,  less any
               shares that are used to satisfy FICA, Medicare or any other taxes
               due at the time Stock Units  attributable  to a Restricted  Stock
               Deferral become vested.

     (f)  Participant  shall mean a person who is  eligible  under  Section 3 of
          this  Appendix B to make an Option  Deferral as described in Section 4
          of this  Appendix B or a  Restricted  Stock  Deferral as  described in
          either  Section 5 or 6 of this  Appendix  B. A person who has become a
          Participant  shall be considered to continue as a "Participant" in the
          Plan within the meaning of Article II of the Plan (even if such person
          subsequently  becomes ineligible to make deferrals under this Appendix
          B) until the date of the Participant's death or, if earlier,  the date
          when the Participant no longer satisfies the eligibility  requirements
          in Section 3 of this  Appendix B and

                                       28
<PAGE>

          the   Participant   has  received  a   distribution   of  all  of  the
          Participant's Deferred Stock Unit Account.

     (g)  Restricted Stock Award shall mean any award of restricted Common Stock
          pursuant to one or more of the Company's Stock Plans.

     (h)  Stock Option shall mean any nonqualified stock option granted pursuant
          to one or more of the Company's Stock Plans.

     (i)  Stock  Unit  shall  mean one of the units  credited  to  Participants'
          Deferred Stock Unit Accounts based on the number of Net Shares.

     (j)  Vesting Date shall mean the date on which the Participant's  shares of
          Common Stock issued pursuant to a Restricted Stock Award would, absent
          a deferral  election,  become vested in accordance  with the terms and
          conditions of the Restricted Stock Award.

     Section  3  Eligibility.  A person  shall  be  eligible  to make  deferrals
pursuant to this Appendix B if he or she:

     (a)  is an officer with a title of Vice President or above; or

     (b)  has been  designated  by the  Compensation  Committee  as eligible for
          participation  in the deferral  feature  described in this Appendix B.
          The   Compensation   Committee  may  rescind  such   designation   and
          discontinue such person's active participation in the deferral feature
          described in this Appendix B at any time.

A person who ceases to be a person described in (a) or (b) above shall not be
eligible to make any further deferral elections pursuant to this Appendix B, but
any prior deferral elections made by such a person shall continue in effect.

     Section  4 Option  Deferral.  As of any date  that is (i) at least six full
months in advance  of the  applicable  Exercise  Date and (ii) at least six full
months in advance of the date the applicable Stock Option expires, a Participant
may complete and submit to the Company an irrevocable  election to defer receipt
of Net Shares of Common Stock  resulting from a  stock-for-stock  exercise of an
exercisable  Stock Option  granted to the  Participant  and to only pay for such
exercise by tendering  shares of Common  Stock.  Such  deferral  election  shall
specify the following:

     (a)  the  specific  Stock  Option  grant and the number of shares of Common
          Stock subject to the deferral election; and

     (b)  the Distribution Date and form of distribution, in accordance with the
          rules for payment under Article VI of the Plan, as modified by Section
          8 below.

                                       29
<PAGE>

A Participant may make a deferral election with respect to all or only a portion
of the shares of Common Stock subject to a Stock Option ("Option  Shares").  The
portion of a Stock  Option  subject to a deferral  election may not be exercised
until six full months after the deferral  election is made and must be exercised
separately  from the remainder of the Stock Option.  No partial  exercise of the
portion of a Stock Option subject to the deferral election shall be permitted. A
Participant  may not deliver  cash in lieu of shares of Common  Stock to satisfy
the Stock Option exercise price for shares subject to a deferral  election.  All
shares of Common Stock delivered to pay the exercise price must, on the Exercise
Date,  have been owned by the Participant  without  restriction for at least six
full months.

     Section 5  Restricted  Stock  Deferral - Shares Not Subject to  Accelerated
Vesting Based on Performance. As of any date that is (i) at least 12 full months
in advance of the  applicable  Vesting Date or (ii) at least nine full months in
advance of the applicable Vesting Date if such election date occurs prior to May
25,  2003,  an eligible  Participant  may  complete and submit to the Company an
irrevocable election to transfer to the Company all or a portion of the unvested
shares of Common Stock subject to a Restricted Stock Award that does not provide
for accelerated vesting based on any measure of personal performance (other than
continued  employment) or Company performance,  and to be credited with a number
of Stock Units  equal to the number of Net Shares  resulting  from the  deferral
election. Such deferral election shall specify the following:

     (a)  the  specific  Restricted  Stock  Award and number of shares of Common
          Stock to be transferred to the Company; and

     (b)  the Distribution Date and form of distribution, in accordance with the
          rules for payment under Article VI of the Plan, as modified by Section
          8 below.

A Participant may make a deferral election with respect to all or only a portion
of the  shares of Common  Stock  subject  to a  Restricted  Stock  Award.  If an
election is made with  respect to only a portion of such shares,  the  remainder
will vest in accordance  with the terms and conditions of the  Restricted  Stock
Award. The transfer of shares to the Company shall take effect on the date as of
which the deferral election is made.

     Section 6 Restricted Stock Deferral - Shares Subject to Accelerated Vesting
Based on Performance.  Prior to the date on which a Participant would be granted
a Restricted  Stock Award that  provides for  accelerated  vesting  based on any
measure of personal  performance  (other than  continued  employment) or Company
performance,  an eligible  Participant may complete and submit to the Company an
irrevocable  election not to receive  restricted shares of Common Stock pursuant
to that award,  and to be credited instead with a number of Stock Units equal to
the number of Net Shares  resulting  from the deferral  election.  Such deferral
election shall specify the following:

     (a)  the anticipated Restricted Stock Award; and

                                       30
<PAGE>


     (b)  the Distribution Date and form of distribution, in accordance with the
          rules for payment under Article VI of the Plan, as modified by Section
          8 below.

Any deferral  election made pursuant to this Section 6 shall apply to all of the
shares of Common Stock subject to the specified Restricted Stock Award.

     Section 7 Deferred Stock Unit Accounts. A Deferred Stock Unit Account shall
be  established  on behalf of each  Participant  for Net Shares  deferred  under
Section 4, 5 or 6 of this Appendix B. The  provisions of this Section 7 shall be
subject to the following rules:

     (a)  For each Net Share  deferred,  a Stock Unit shall be  credited  to the
          Participant's  Deferred  Stock Unit  Account  effective  as of (i) the
          applicable Exercise Date in the case of an Option Deferral pursuant to
          Section 4 above, (ii) the date of the deferral election in the case of
          a Restricted Stock Deferral  pursuant to Section 5 above, or (iii) the
          date of the Restricted  Stock Award in the case of a Restricted  Stock
          Deferral pursuant to Section 6 above.

     (b)  Stock Units  credited on account of a Restricted  Stock Deferral shall
          be subject to the same vesting restrictions that would have applied to
          the  corresponding  shares of restricted Common Stock if no Restricted
          Stock Deferral had been made. If the vesting  restrictions  applicable
          to a Stock Unit are not satisfied, the Stock Unit shall be forfeited.

     (c)  On each payment date for cash dividends  paid on the Company's  Common
          Stock, the Company shall pay to each Participant a dividend equivalent
          amount equal to the cash dividend that would be payable by the Company
          on a number of shares of  Common  Stock  equal to the  number of Stock
          Units then credited to the Participant's  Deferred Stock Unit Account.
          Such   dividend   equivalent   amounts   shall  be  paid  directly  to
          Participants in cash and shall not be eligible for deferral under this
          Plan.

     (d)  In the  event  that the  Compensation  Committee  determines  that any
          dividend or other  distribution  (whether in the form of cash,  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 other
          similar  corporate  transaction or event affects the Common Stock such
          that an adjustment to the Participants'  allocations to their Deferred
          Stock Unit  Accounts  is  appropriate  to  prevent  the  reduction  or
          enlargement of the benefits or potential  benefits intended to be made
          available  under  the  Plan,  then  the  Committee,  may,  in its sole
          discretion  and in such  manner as it may deem  equitable,  adjust the
          Stock  Units  credited  to  the  Participants'   Deferred  Stock  Unit
          Accounts.

                                       31
<PAGE>


     Section 8 Payment  of  Deferred  Amounts.  The rules  regarding  payment of
amounts  under  Article  VI of the Plan  shall  apply  to  Deferred  Stock  Unit
Accounts, except that

     (a)  payment of Deferred Stock Unit Accounts shall be made only in the form
          of shares of Common Stock and not in cash,

     (b)  payment  with  respect  to Stock  Units  that are  subject  to vesting
          restrictions  as provided in Section  7(b) above shall not occur prior
          to the time those vesting restrictions are satisfied; and

     (c)  unless the Participant  elects  otherwise prior to the commencement of
          payment,  the Company shall, to the extent permitted by law,  withhold
          from the shares of Common Stock to be transferred  to the  Participant
          the  number  of  shares  sufficient  to  satisfy  any tax  withholding
          required at the time of payment.

Any reduction in the amount payable  required in order to receive an accelerated
distribution  pursuant to Section  6.2(c)(3)  of the Plan shall be rounded up to
the nearest whole share.

     Section 9 Forms and  Procedure.  Deferral  elections  made pursuant to this
Appendix  B must  be made in  writing  on  forms  approved  by the  Compensation
Committee,  and  shall  be  subject  to  such  other  procedural  rules  as  the
Compensation Committee may establish.  Any determinations or approvals that must
be made with respect to a Participant's  Stock Units,  including approval of any
hardship distribution  requested pursuant to Section 6.1 of the Plan or approval
of any optional form of payment as permitted under Section  6.2(b)(2),  shall be
made by the Compensation Committee and not by the Minor Amendment Committee.

     Section 10 Effect on Stock Options and  Restricted  Stock Awards.  Deferral
elections  made pursuant to this Appendix B shall  constitute  amendments to the
Stock Options and Restricted Stock Awards to which the deferral elections apply.
Any shares of Common  Stock  paid  pursuant  to this  Appendix B on account of a
Participant's  deferral  election  shall be deemed  issued  under the Stock Plan
under  which the  corresponding  Stock  Option  or  Restricted  Stock  Award was
granted.

                                       32
<PAGE>





</TEXT>
</DOCUMENT>
