DARDEN RESTAURANTS INC
EXH10APLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exh10a.txt
<DESCRIPTION>EXH10APLAN
<TEXT>

                                                                   EXHIBIT 10(a)







                            DARDEN RESTAURANTS, INC.

                              AMENDED AND RESTATED
                STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1995

























THIS  DOCUMENT,  DATED MAY 27, 2001  CONSTITUTES  PART OF A PROSPECTUS  COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Additional  information about this Plan and its  administrators  may be obtained
without charge by writing to the Supervisor,  Stock Compensation  Plans,  Darden
Restaurants,  Inc.,  Compensation  Department,  P.O.  Box  593330,  Orlando,  FL
32859-3330, or by calling (407) 245-4293.


                                       1


<PAGE>



                            DARDEN RESTAURANTS, INC.
                              AMENDED AND RESTATED
                STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1995


1.   PURPOSE OF THE PLAN

     The purpose of the Darden  Restaurants,  Inc.  Amended and  Restated  Stock
     Option and Long-Term  Incentive Plan of 1995 (the "Plan") is to attract and
     retain able employees by rewarding employees of Darden  Restaurants,  Inc.,
     its  subsidiaries  and  affiliates  (defined as  entities  in which  Darden
     Restaurants,  Inc. owns an equity  interest of 25% or more)  (collectively,
     the "Company") who are responsible for the growth and sound  development of
     the business of the Company,  and to align the  interests of all  employees
     with those of the  stockholders  of the Company and to  compensate  certain
     management  employees of the Company by granting  stock  options in lieu of
     salary increases or other compensation or employee benefits.

2.   EFFECTIVE DATE, DURATION AND SUMMARY OF PLAN

     A.   Effective Date and Duration

          This Plan  shall  become  effective  as of the  effective  date of the
          distribution of Darden  Restaurants,  Inc. Common Stock to the holders
          of General Mills, Inc. common stock. Awards may be made under the Plan
          until September 30, 2004.

     B.   Summary of Option Provisions for Participants

          The stock  option  that will be awarded to  employees  under this Plan
          gives a right to an  employee  to  purchase at a future date shares of
          Darden  Restaurants,  Inc.  Common  Stock  at a  fixed  price.  As  an
          employee,  you will  receive an "option  agreement"  in your own name,
          which will contain the term and other  conditions of the option grant.
          In general,  each option  agreement will state the number of shares of
          Darden  Restaurants,  Inc. Common Stock that you can purchase from the
          Company,  the price at which you can purchase the shares, and the last
          date you can make your purchase.  You will not have any taxable income
          when you receive the option agreement.

          The price at which you may buy the  Darden  Restaurants,  Inc.  shares
          will be equal to the  market  price of the  Company  shares on the New
          York Stock  Exchange  as of the day the option was  awarded to you. If
          after the period that you must hold the option before you can exercise
          such option the price of Darden  Restaurants,  Inc.  Common  Stock has
          risen,  you will be able to make a gain on exercising the option equal
          to the  difference  between the  exercise  price of the option and the
          market price of Darden  Restaurants,  Inc.  shares on the date you use
          your option to buy shares  under the terms of the option  certificate.
          This gain will be taxable to you.

                                       2
<PAGE>

          You will never be obligated to buy shares of the Company if you do not
          wish to do so.  After  the  required  holding  period  before  you can
          exercise  the  option,  you can  continue  to hold  the  option  as an
          employee  for the  remaining  years of the  option  before  making the
          decision whether or not to buy shares of the Company.  Thereafter, the
          rights under the option will lapse and cannot be used by the employee.

          Generally you cannot sell or assign the option to any other person and
          the  specific  provisions  which  cover your  rights in the option are
          covered in the full text of the Plan.

3.   ADMINISTRATION OF THE PLAN

     The  Plan  shall  be  administered  by  the  Compensation   Committee  (the
     "Committee").  The  Committee  shall be comprised  solely of  non-employee,
     independent  members of the Board of Directors  (the "Board")  appointed in
     accordance  with the Company's  Articles of  Incorporation.  Subject to the
     provisions of Section 14, the Committee shall have authority to adopt rules
     and  regulations  for  carrying  out the  purpose  of the Plan,  select the
     employees  to whom  Awards  will be made  ("Participants"),  determine  the
     number of shares to be awarded and the other terms and conditions of Awards
     in  accordance  with  the  Plan  provisions  and  interpret,  construe  and
     implement  the  provisions  of the Plan;  provided that if at any time Rule
     16b-3 or any successor rule ("Rule  16b-3") under the  Securities  Exchange
     Act of 1934,  as amended (the "1934 Act"),  so permits,  without  adversely
     affecting  the  ability  of the  Plan to  comply  with the  conditions  for
     exemption  from  Section 16 of the 1934 Act (or any  successor  provisions)
     provided by Rule 16b-3,  the  Committee  may  delegate its duties under the
     Plan in  whole or in part,  on such  terms  and  conditions,  to the  Chief
     Executive  Officer and to other senior  officers of the  Company;  provided
     further,  that only the Committee may select and make other decisions as to
     Awards to Participants who are subject to Section 16 of the 1934 Act and to
     other executives of the Company.  The Committee (or its permitted delegate)
     may  correct  any  defect  or  supply  any   omission  or   reconcile   any
     inconsistency in any agreement  relating to any Award under the Plan in the
     manner and to the extent it deems necessary. Decisions of the Committee (or
     its permitted  delegate)  shall be final,  conclusive  and binding upon all
     parties, including the Company, stockholders and Participants.

4.   COMMON STOCK SUBJECT TO THE PLAN

     The shares of common  stock of the  Company  (without  par value)  ("Common
     Stock") to be issued upon exercise of a Stock Option, awarded as Restricted
     Stock,  or issued upon  expiration of the restricted  period for Restricted
     Stock Units,  may be made available from the authorized but unissued Common
     Stock,  shares of Common Stock held in the  Company's  treasury,  or Common
     Stock purchased by the Company on the open market or otherwise. Approval of
     the  Plan  by  the  sole   shareholder  of  the  Company  shall  constitute
     authorization to use such shares for the Plan.

     The Committee,  in its discretion,  may require as a condition to the grant
     of Stock Options, Restricted Stock or Restricted Stock Units (collectively,
     "Awards"),  the deposit of Common Stock owned by the Participant  receiving
     such grant, and the forfeiture of such Awards,  if such deposit is not made
     or  maintained  during  the  required  holding  period  or  the  applicable

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<PAGE>

     restricted  period.  Such  shares  of  deposited  Common  Stock  may not be
     otherwise sold, pledged or disposed of during the applicable holding period
     or restricted  period.  The Committee may also determine whether any shares
     issued upon exercise of a Stock Option shall be restricted in any manner.


     The maximum aggregate number of shares of Common Stock authorized under the
     Plan for which Awards may be granted under the Plan is 22,200,000. Upon the
     expiration,  forfeiture,  termination or cancellation, in whole or in part,
     of  unexercised  Stock  Options,  or  forfeiture  of  Restricted  Stock  or
     Restricted  Stock Units on which no dividends or dividend  equivalents have
     been paid,  the  shares of Common  Stock  subject  thereto  shall  again be
     available for Awards under the Plan.

     The number of shares  subject to the Plan, the  outstanding  Awards and the
     exercise price per share of outstanding  Stock Options may be appropriately
     adjusted by the Committee in the event that:

     (i) the number of  outstanding  shares of Common  Stock shall be changed by
     reason  of  split-ups,  spin-offs,  combinations  or  reclassifications  of
     shares;

     (ii)  any stock dividends are distributed to the holders of Common Stock;

     (iii) the Common Stock is converted into or exchanged for other shares as a
     result of any merger or consolidation (including a sale of assets) or other
     recapitalization,  or other similar  events occur which affect the value of
     the Common Stock;  or

     (iv)  the Committee determines such  adjustments are appropriate to prevent
     dilution or enlargement of the benefits or potential  benefits  intended to
     be made available under the Plan.

5.   ELIGIBLE PERSONS

     Only persons who are  employees of the Company shall be eligible to receive
     Awards  under  the Plan  ("Participants").  No  Award  shall be made to any
     member of the Committee or any other non-employee director of the Company.

6.   PURCHASE PRICE OF STOCK OPTIONS

     The purchase  price for each share of Common Stock  issuable  under a Stock
     Option  shall not be less than 100% of the Fair Market  Value of the shares
     of Common Stock on the date of grant.  "Fair  Market  Value" as used in the
     Plan shall equal the mean of the high and low price of the Common  Stock on
     the New York Stock Exchange on the applicable date.

7.   STOCK OPTION TERM AND TYPE

     The term of any  Stock  Option as  determined  by the  Committee  shall not
     exceed 10 years from the date of grant and shall  expire as of the close of
     business on the last day of the
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<PAGE>

     designated  term,  unless  terminated  earlier under the  provisions of the
     Plan. All Stock Option grants under the Plan shall be  non-qualified  stock
     options  governed by Section 83 of the Internal  Revenue  Code of 1986,  as
     amended (the "Code").

8.   EXERCISE OF STOCK OPTIONS

     A.   Of the  22,200,000  shares of Common  Stock  authorized  for  issuance
          hereunder,  not less than  3,000,000  shall be  issued  only as salary
          replacement  Stock  Options  ("SRO's")  in lieu of  salary  increases,
          compensation or other employee benefits, subject that SRO's granted to
          directors  pursuant to the Stock Plan for Directors (as amended) shall
          also be included within such 3,000,000 shares of Common Stock.  Except
          as provided in Sections 12 and 13, each Stock Option  issued as an SRO
          may be exercised as determined by the Committee in its discretion.

     B.   Except as  provided  in  Sections  12 and 13 (Change  of  Control  and
          Termination of Employment),  each Stock Option, other than an SRO, may
          be exercised  from the date of grant no sooner than in  increments  of
          one-third  after two years,  one-third after three years and one-third
          after four years,  subject to the Participant's  continued  employment
          with the Company  and in  accordance  with other terms and  conditions
          prescribed by the  Committee  which may specify a longer period before
          an option may be exercised.

     C.   The  number  of  shares  of Common  Stock  subject  to Stock  Options,
          excluding  SRO's,  granted  under the Plan to any  single  Participant
          shall not exceed  300,000 shares in each of the last four fiscal years
          of the Plan  determined on a prospective  and  retroactive  cumulative
          basis.

     D.   A  Participant  exercising  a Stock  Option  shall give  notice to the
          Company of such  exercise  and of the  number of shares  elected to be
          purchased  prior to 5:00 P.M.  EST/EDT on the day of  exercise,  which
          must be a business day at the executive offices of the Company. At the
          time of purchase, the Participant shall tender the full purchase price
          of the  shares  purchased.  Until  such  payment  has been  made and a
          certificate or certificates  for the shares  purchased has been issued
          in  the   Participant's   name,  the  Participant   shall  possess  no
          stockholder  rights  with  respect  to such  shares.  Payment  of such
          purchase price shall be made to the Company, subject to any applicable
          rule or regulation adopted by the Committee:

         (i)   in cash (including  check,  draft,  money order or wire  transfer
               made  payable to the order of the Company);

         (ii)  through  the delivery  of shares of  Common  Stock  owned  by the
               Participant; or

         (iii) by a combination of (i) and (ii) above.

     For determining the amount of the payment,  Common Stock delivered pursuant
     to (ii) or (iii) shall have a value  equal to the Fair Market  Value of the
     Common Stock on the date of exercise.

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<PAGE>

9.   RESTRICTED STOCK AND RESTRICTED STOCK UNITS

     With respect to Awards of Restricted Stock and Restricted Stock Units, the
     Committee shall:

     (i)   select  Participants to whom  Awards  will  be  made,  provided  that
           Restricted Stock Units  may only be awarded to those employees of the
           Company who are employed in a country other than the United States;

     (ii)  determine the number of shares of  Restricted  Stock or the number of
           Restricted  Stock Units to be awarded;

     (iii) determine the length of the restricted period, which shall be no less
           than one year, provided, however, that effective for Restricted Stock
           granted on or  after  June 1,  2000,  the  restricted  period  may be
           accelerated  to  less  than  one  year  based  on  performance  goals
           established by the Committee;

     (iv)  determine the purchase price,  if any, to be paid by the  Participant
           for Restricted  Stock or Restricted Stock Units; and

      (v)  determine any restrictions other than those set forth in this Section
           9.

     Any shares of  Restricted  Stock  ranted under the Plan may be evidenced in
     such  manner as  the  Committee   deems  appropriate,   including,  without
     limitation,  book-entry registration or issuance of stock certificates, and
     may be held in escrow.

     Subject to the  restrictions  set forth in this Section 9, each Participant
     who receives Restricted Stock shall have all rights as a  stockholder  with
     respect to such shares,  including the right to vote the shares and receive
     dividends and other distributions.

     Each Participant who receives Restricted Stock Units shall  be  eligible to
     receive,  at the expiration  of  the  applicable  restricted   period,  one
     share of Common  Stock for each  Restricted  Stock  Unit  awarded,  and the
     Company shall issue to and register in the name of each such  Participant a
     certificate  for that number of shares of Common  Stock.  Participants  who
     receive  Restricted  Stock Units shall have no rights as stockholders  with
     respect  to  such   Restricted   Stock  Units  until  such  time  as  share
     certificates  for Common  Stock are issued to the  Participants;  provided,
     however,  that quarterly  during the applicable  restricted  period for all
     Restricted  Stock Units  awarded  hereunder,  the Company shall pay to each
     such  Participant  an amount  equal to the sum of all  dividends  and other
     distributions  paid  by the  Company  during  the  prior  quarter  on  that
     equivalent number of shares of Common Stock.

     Subject  to the  provisions  of Section  12, for awards of Restricted Stock
     or Restricted Stock Units which have  a deposit requirement, a  Participant
     will be  eligible  to  vest only  in  those  shares of  Restricted Stock or
     Restricted  Stock  Units for which  personally-owned  shares are on deposit
     with  the  Company as of the  date  the  Participant's  employment with the
     Company terminates.
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<PAGE>

     The   total  number  of shares of  Common  Stock  issued  upon  vesting  of
     Restricted Stock or Restricted Stock Units granted under the Plan shall not
     exceed 1,500,000 of the total number of shares of Common Stock which may be
     issued under this Plan, and no single  Participant  shall receive under the
     Plan Restricted Stock or Restricted Stock Units which, upon vesting,  would
     exceed 2% of the total number of shares of Common Stock which may be issued
     under the Plan.

10.  NON-TRANSFERABILITY

     Except as otherwise  provided in Section 9, no shares of  Restricted  Stock
     and no  Restricted  Stock  Units  shall  be sold,  exchanged,  transferred,
     pledged,  or otherwise  disposed of during the restricted  period. No Stock
     Options  granted  under this Plan shall be  transferable  by a  Participant
     otherwise than (i) by the Participant's  last will and testament or (ii) by
     the  applicable  laws of descent  and  distribution,  or (iii) by gift by a
     Participant  who is subject  to Section 16 of the 1934 Act and is  eligible
     for  retirement  (age 55 with 10 years of  service)  to a  "family  member"
     defined by the Committee.  Such Stock Options shall be exercised during the
     Participant's  lifetime only by the  Participant  or his or her guardian or
     legal  representative  or the donee family member.  After death, such Stock
     Option may be exercised in accordance  with Section 13B.  Other than as set
     forth  herein,  no Award  under the Plan shall be subject to  anticipation,
     alienation, sale, transfer,  assignment, pledge, encumbrance or charge, and
     any attempt to do so shall be void.

11.  WITHHOLDING TAXES

     It shall be a condition to the  obligation of the Company to deliver shares
     upon the exercise of a Stock  Option,  the vesting of  Restricted  Stock or
     Restricted  Stock  Units  and  the  corresponding  issuance  of  shares  of
     unrestricted  Common Stock, that the Participant pay to the Company cash in
     an amount equal to all federal,  state, local and foreign withholding taxes
     required to be collected in respect thereof.

     Notwithstanding the foregoing,  to the extent permitted by law and pursuant
     to such rules as the Committee may adopt,  a Participant  may authorize the
     Company  to satisfy  any such  withholding  requirement  by  directing  the
     Company to withhold from any shares of Common Stock to be issued,  all or a
     portion of such  number of shares as shall be  sufficient  to  satisfy  the
     withholding obligation.

12.  CHANGE OF CONTROL

     Each outstanding Stock Option shall become immediately and fully
     exercisable for a period of 6 months following the date of the following
     occurrences, each constituting a "Change of Control":

     (i)   if any person (including  a group as  defined in  Section 13(d)(3) of
           the 1934 Act) becomes,  directly or indirectly, the beneficial  owner
           of 20% or more of the shares of the Company  entitled to vote for the
           election of directors;
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<PAGE>

     (ii)  as a result of or in connection with any cash  tender offer, exchange
           offer,  merger  or  other  business  combination,  sale  of assets or
           contested election, or  combination of the foregoing, the persons who
           were  directors of  the Company  just prior to  such  event  cease to
           constitute a majority of the Company's Board of Directors; or

     (iii) the stockholders of the Company approve an  agreement providing for a
           transaction  in  which  the Company  will  cease to be an independent
           publicly-owned corporation or  a sale or other  disposition of all or
           substantially all of the assets of the Company occurs.

     After such 6-month period the normal option exercise provisions of the Plan
     shall govern.  In the event a  Participant  is terminated as an employee of
     the Company  within 2 years after any of the events  specified in (i), (ii)
     or (iii), his or her outstanding  Stock Options at that date of termination
     shall become immediately exercisable for a period of 3 months.

     With respect to Stock Option grants  outstanding as of the date of any such
     Change of Control  which  require  the deposit of owned  Common  Stock as a
     condition  to  obtaining  rights:  (a) said  deposit  requirement  shall be
     terminated  as of the date of the Change of Control and any such  deposited
     stock  shall  be  promptly  returned  to  the  Participant;   and  (b)  any
     restrictions  on the sale of shares  issued in  respect  of any such  Stock
     Option shall lapse.

     In the event of a Change of Control, a Participant shall vest in all shares
     of Restricted Stock and Restricted Stock Units, effective as of the date of
     such Change of Control,  and any deposited  shares of Common Stock shall be
     promptly returned to the Participant.

13.  TERMINATION OF EMPLOYMENT

     A. Termination of Exmployment
        --------------------------

          If the  Participant's  employment  by the Company  terminates  for any
          reason other than as specified herein or in subsections B, C or D, the
          Participant's  Stock  Options  shall  terminate  3 months  after  such
          termination  and all  shares of  Restricted  Stock and all  Restricted
          Stock Units which are subject to  restriction  as of said  termination
          date shall be forfeited  by the  Participant  to the  Company.  In the
          event a  Participant's  employment  with the Company is terminated for
          the  convenience of the Company,  as determined by the Committee,  the
          Committee, in its sole discretion, may vest such Participant in all or
          any  portion  of   outstanding   Stock  Options  (which  shall  become
          exercisable)  and/or  shares of Restricted  Stock or Restricted  Stock
          Units  awarded to such  Participant,  effective as of the date of such
          termination.

          In addition,  and  notwithstanding  the  foregoing  provisions of this
          Section 13A, effective for Stock Options granted on or after March 21,
          2001, if a Participant's employment with the Company is terminated for
          the  convenience  of the Company and for reasons  other than cause (as
          determined by the Committee),  and the Participant's  combined age and
          years of  service  with the  Company  equal at least 70 at the time of
          such termination, then the Participant's Stock Options that would have
          vested within two years from the date of

                                       8
<PAGE>

          termination shall vest and become immediately  exercisable,  and shall
          expire  on the  earlier  of (i) the  expiration  date  of  such  Stock
          Options, or (ii) two years following the termination of employment.

     B.   Death
          -----

          If a Participant  should die while employed by the Company,  any Stock
          Option previously  granted under this Plan may be exercised (i) by the
          person  designated in such  Participant's  last will and testament or,
          (ii) in the absence of such designation,  by the Participant's estate,
          or (iii) by the donee of a Stock  Option  made  pursuant to Section 10
          (iii),  to the full  extent  that such  Stock  Option  could have been
          exercised by such  Participant  immediately  prior to death.  Further,
          with respect to outstanding  Stock Option grants which, as of the date
          of death,  are not yet  exercisable,  any such option grant shall vest
          and become exercisable in a pro-rata amount,  based on the full months
          of employment  completed  during the full vesting  period of the Stock
          Option from the date of grant to the date of death.

          With respect to Stock Option grants which require the deposit of owned
          Common Stock as a condition to obtaining exercise rights, in the event
          a  Participant  should die while  employed by the Company,  said Stock
          Options may be  exercised  as provided in the first  paragraph of this
          Section 13B, subject to the following special conditions:

          (i)  any  restrictions on  the sale of shares issued in respect of any
               such Stock Option shall cease; and

          (ii) any owned Common Stock deposited by the Participant  pursuant  to
               said grant shall be promptly returned to the person designated in
               such Participant's last  will and   testament or, in the  absence
               of such  designation,  to  the   Participant's  estate,  and  all
               requirements   regarding  deposit  by the  Participant  shall  be
               terminated.

          A Participant who dies during any applicable  restricted  period shall
          vest in a  proportionate  number  of  shares  of  Restricted  Stock or
          Restricted  Stock  Units,  effective  as of the  date of  death.  Such
          proportionate  vesting shall be pro-rata,  based on the number of full
          months of employment  completed during the restricted  period prior to
          the  date of  death,  as a  percentage  of the  applicable  restricted
          period.

      C.  Retirement
          ----------

          The Committee shall determine,  at the time of grant, the treatment of
          the Stock Option upon the retirement of the Participant.  Unless other
          terms are specified in the original Stock Option grant, and except for
          Stock Options  granted on or after March 21, 2001, if the  termination
          of employment is due to a Participant's  retirement on or after age 55
          with 10 years  of  service  with  the  Company,  the  Participant  may
          exercise a Stock Option,  subject to the original terms and conditions
          of the Stock Option. With respect to Stock Option grants which require
          the deposit of owned Common Stock as a condition to obtaining  rights,
          any  restrictions  on the sale of shares issued in respect of any such
          Stock
                                       9
<PAGE>

          Option shall lapse at the date of any such  retirement.  Effective for
          Stock  Options  granted on or after March 21, 2001,  if a  Participant
          retires on or after  reaching age 55 with 10 years of service with the
          Company,  then upon such  retirement,  such Stock  Options shall fully
          vest and become immediately exercisable and retain the same Expiration
          Date as determined at the time of grant.

          A  Participant  who retires on or after the date he or she attains age
          65 shall fully vest in all shares of  Restricted  Stock or  Restricted
          Stock Units,  effective as of the date of retirement  (unless any such
          award specifically provides otherwise).

          A Participant who takes early  retirement  (after age 55, but prior to
          age 65) during any  applicable  restricted  period may elect either of
          the  following  alternatives  with  respect  to  Restricted  Stock  or
          Restricted  Stock Units (unless any such award  specifically  provides
          otherwise):

          (a) Leave  owned  shares on deposit  with the  Company and vest in all
              shares of Restricted Stock or Restricted Stock Units, effective as
              of the earlier of the date the Participant attains  age  65 or the
              termination date of the applicable restricted period; or

          (b) Withdraw owned shares and vest in a proportionate number of shares
              of Restricted Stock or Restricted Stock Units, effective as of the
              date  the  shares  on deposit  are  withdrawn. Such  proportionate
              vesting  shall be pro-rata,  based on the number of full months of
              employment  completed during the  restricted  period prior  to the
              date of  early   retirement,  as a  percentage  of the  applicable
              restricted period.

     D.   Spin-offs
          ---------

          If the termination of employment is due to the cessation, transfer, or
          spin-off of a complete line of business of the Company, the Committee,
          in   its  sole  discretion,  shall  determine  the  treatment  of  all
          outstanding Awards under the Plan.

     E.   Non-Competition
          ---------------

          Effective  for  Stock  Options  granted  on or after  June  21,  1999,
          recipients  of such Stock Options shall not, for a period of two years
          following  termination  of their  employment  with the Company for any
          reason whatsoever (including retirement),  directly or indirectly, (i)
          own, manage or operate, be employed by, or render consulting, advisory
          or other  services to, any  enterprise,  corporation  or business that
          owns or operates  casual  dining  restaurants,  anywhere in the United
          States or Canada  (a  "Competitor"),  or (ii)  solicit  or induce  any
          person who is an employee of the Company to own, manage or operate, be
          employed by, or render  consulting,  advisory or other  services to, a
          Competitor.  Notwithstanding  anything to the  contrary  contained  in
          paragraphs  A  through  D of this  Section  13,  upon  violation  by a
          Participant of the non-compete  provisions of this paragraph E, all of
          such  Participant's  outstanding  Stock  Options  will  expire  on the
          earlier of (i) the expiration date of the Stock Options, or (ii) three
          months  following  the date of  employment  with a Competitor or other
          prohibited competitive action.

                                       10
<PAGE>

14.  AMENDMENTS OF THE PLAN

     The Plan may be terminated,  modified, or amended by the Board of Directors
     of the Company.  The Committee may from time to time  prescribe,  amend and
     rescind rules and regulations relating to the Plan. Subject to the approval
     of the Board of Directors, the Committee may at any time terminate, modify,
     or suspend the  operation  of the Plan,  provided  that no action  shall be
     taken by the Board of  Directors or the  Committee  without the approval of
     the stockholders of the Company which would:

     (i)     materially  increase the number of shares which may be issued under
             the Plan;

     (ii)    materially  increase the  benefits accruing  to Participants  under
             the Plan; or

     (iii)   materially   modify  the   requirements   as  to  eligibility   for
             participating in the Plan.

     The Board of  Directors  shall have  authority to cause the Company to take
     any action  related to the Plan which may be  required  to comply  with the
     provisions of the Securities Act of 1933, as amended, the 1934 Act, and the
     rules and regulations prescribed by the Securities and Exchange Commission.
     Any such action shall be at the expense of the Company.

     No termination,  modification,  suspension,  or amendment of the Plan shall
     alter or impair the rights of any  Participant  pursuant  to a prior  Award
     without  the  consent  of  the  Participant.  There  is no  obligation  for
     uniformity of treatment of Participants under the Plan.

15.  FOREIGN JURISDICTIONS

     The  Committee  may adopt,  amend,  and terminate  such  arrangements,  not
     inconsistent  with the  intent of the  Plan,  as it may deem  necessary  or
     desirable  to make  available  tax or  other  benefits  of the  laws of any
     foreign  jurisdiction,  to employees of the Company who are subject to such
     laws and who receive Awards under the Plan.

16.  NOTICE

     All  notices  to the  Company  regarding  the  Plan  shall  be in  writing,
     effective as of actual receipt by the Company, and shall be sent to:

     Darden Restaurants, Inc.
     5900 Lake Ellenor Dr.
     Orlando, FL 32809
     Attn: General Counsel

Effective May 28, 1995; Restated as of September 23, 1999

                                       11
<PAGE>





                             ADDITIONAL INFORMATION
                                   CONCERNING
                            DARDEN RESTAURANTS, INC.
                              AMENDED AND RESTATED
                           STOCK OPTION AND LONG-TERM
                             INCENTIVE PLAN OF 1995











THIS DOCUMENT, DATED MAY 27, 2001, CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Additional information about this Plan and its administrators may be obtained
without charge by writing to the Supervisor, Stock Compensation Plans, Darden
Restaurants, Inc., Compensation Department, P.O. Box 593330, Orlando, FL
32859-3330, or by calling (407) 245-4293.

                                       12
<PAGE>


     Capitalized  words used  herein have the  meanings  assigned to them in the
Amended and Restated Stock Option and Long-Term Incentive Plan of 1995.


Incorporation by Reference
---------------------------

     Certain documents,  including the Company's latest annual report and future
reports filed by the Company pursuant to Section 13(a) or 15(d) of the 1934 Act,
are incorporated by reference in this Prospectus.  Such incorporated  documents,
as well as other documents required to be delivered to participants in the Plan,
are  available  to   Participants   without  charge  upon  written  request  to:
Supervisor,  Stock Compensation Plans, Darden  Restaurants,  Inc.,  Compensation
Department,  P.O.  Box  593330,  Orlando,  FL  32859-3330,  or by calling  (407)
245-4293.

ERISA
-----

     The Plan is not subject to any provisions of the Employee Retirement Income
Security Act of 1974.

Reports to Participants
-----------------------

     Plan Participants  shall receive periodic reports indicating the amount and
status of their Restricted Stock and Stock Option accounts.

Purchase of Shares
-----------------

     Upon the  exercise  of a Stock  Option or award of  Restricted  Stock,  the
Participant shall receive shares of Common Stock with respect to the exercise or
award either out of treasury  shares held by the Company or through newly issued
shares.  Periodically,  the Company purchases shares of Common Stock on the open
market for the treasury.

Summary of Federal Tax Consequences
-----------------------------------

     The receipt of a grant of a Restricted Stock Award or a Stock Option is not
taxable to the employee,  and the value thereof is not allowed as a deduction to
Darden  Restaurants  at the grant  date.  Recipients  will be taxed on awards of
Restricted  Stock  on the date  the  restrictions  lapse  (unless  they  make an
election  under  Section  83(b) of the Internal  Revenue Code to be taxed on the
Fair Market  Value of the  Restricted  Stock on the date of the award).  The tax
will be based on the fair market value of the  Restricted  Stock on the date the
restrictions  lapse,  or if the recipient has made an 83(b)  election,  the Fair
Market Value of the Restricted Stock on the date of award.  Upon the exercise of
a non-qualified  stock option,  the optionee generally is required to include in
ordinary income subject to federal income taxes an amount equal to the excess of
the Fair Market  Value of the Common  Stock on the date the option is  exercised
over the option  price for such stock.  Any such  amount,  to the extent that is
constitutes  reasonable  compensation,  is  deducted  by Darden  Restaurants  in
determining its taxable income.

     Federal income tax rules provide that losses on sales of stock are deferred
for tax purposes if  substantially  identical  stock is acquired  within 30 days
before or after the sale. The granting of a Stock Option or Restricted  Stock is
treated as an  acquisition  identical  stock for purposes of this rule. Any loss
subject  to this  limitation  is added  to the  Participants'  tax  basis in

                                       13
<PAGE>

the  substantially   identical  stock  and  recognized  when  the  substantially
identical stock is disposed of in a taxable  transaction.  Participants who have
                                                           ---------------------
sold Darden Restaurants Common Stock at a loss during the thirty (30) day period
--------------------------------------------------------------------------------
before or after May 30, 1995, may wish to decline this Stock Option grant and/or
--------------------------------------------------------------------------------
Restricted Stock award by returning both copies of the agreement to the Company,
--------------------------------------------------------------------------------
unsigned,  with a letter  stating  that they are  declining to accept this Stock
--------------------------------------------------------------------------------
Option grant and/or award of Restricted  Stock.  Participants  having  questions
----------------------------------------------
regarding this tax rule should contact R.F. Faisant, Vice President, Taxes.

     Participants  are  responsible for the payment of all federal,  state,  and
local  withholding  taxes in respect of the  exercise of a Stock  Option and the
vesting of  Restricted  Stock.  To the extent  permitted  by law and the Plan, a
Participant  may  authorize  the Company to  withhold  shares to be issued for a
Stock Option exercise or upon the vesting of Restricted Stock in satisfaction of
the  withholding  obligation.

     The tax  consequences of the Plan, as set forth above,  may depend upon the
participant's  personal tax circumstances,  may vary from state to state and may
change  subsequent to the date of this Prospectus.  Participants  should consult
with their own tax advisors.

                                       14

</TEXT>
</DOCUMENT>
