DARDEN RESTAURANTS INC
EXHIBIT10F STOCK PLAN FOR DIRECTORS
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exhibit10ffy02.txt
<DESCRIPTION>EXHIBIT10F STOCK PLAN FOR DIRECTORS
<TEXT>
                                                                   EXHIBIT 10(f)

                            DARDEN RESTAURANTS, INC.

                            STOCK PLAN FOR DIRECTORS

                   (AMENDED AND RESTATED AS OF JULY 26, 2002)


     1. Purpose.  The purpose of the Darden  Restaurants,  Inc.  Stock Plan (the
"Plan") for  Directors is to increase the  proprietary  interest of Directors in
Darden Restaurants,  Inc. (the "Company") by granting them non-qualified options
to purchase  Common Stock of the Company  ("Common  Stock") and shares of Common
Stock subject to the restrictions  described herein that will promote  long-term
shareholder value through ownership of Common Stock.

     2.  Administration.  The Plan  shall be  administered  by the  Compensation
Committee  of the  Board of  Directors  of the  Company.  Grants of  options  to
purchase  Common Stock under the Plan and the amount and nature of the awards of
Common  Stock  shall  be made  automatically  or by the  Board of  Directors  as
provided in Section 4.  However,  subject to the express  provisions of the Plan
and applicable law, the Compensation Committee shall have full authority to: (i)
interpret the Plan; (ii)  promulgate such rules and regulations  with respect to
the Plan as it deems  desirable;  (iii)  amend the terms and  conditions  of any
award or award agreement,  provided, however, that, except as otherwise provided
in  Section 5 hereof,  the  Committee  shall  not  reprice,  adjust or amend the
exercise  price of options to purchase  Common  Stock of the Company  previously
awarded to any Director, whether through amendment, cancellation and replacement
grant, or any other means; (iv) determine whether, to what extent and under what
circumstances  shares of Common Stock payable with respect to an award under the
Plan shall be deferred either  automatically or at the election of the holder of
the award or the Committee;  and (v) make all other determinations  necessary or
appropriate for the administration of the Plan, and such determinations shall be
final and binding upon all persons having an interest in the Plan.

     3.  Participation.  Each  person who is a Director of the Company or any of
its  subsidiaries  at the  date of each  grant or award  shall  be  eligible  to
participate  in the Plan. A "Director" for purposes of this Plan is defined as a
person who has been  elected to the Board of  Directors  of the Company and does
not have an employee status with the Company.

     4. Awards under the Plan.  The number of shares of Common Stock  authorized
for grants  under the Plan is 375,000,  provided  that all such shares  shall be
issued from Common Stock held in the Company's treasury. In addition, all shares
of Common Stock  authorized,  but unissued under the predecessor  Stock Plan for
Directors effective May 28, 1995, as amended,  shall be available and authorized
for issuance  under this Plan. If any shares of Common Stock covered by an award
or to which an award  relates are not  purchased  or are  forfeited or otherwise
reacquired by the Company  (including  shares of Restricted  Stock, as described
below,  whether or not dividends have been paid on such shares),  or if an award
otherwise  terminates or is cancelled  without  delivery of any shares of Common
Stock,  then the number of shares of Common Stock counted  against the aggregate
number of shares  available  under the Plan with  respect to such award,  to the
extent of any such  forfeiture,  termination  or  cancellation,  shall  again be
available for granting awards under the Plan. In addition,  any shares of Common
Stock that are used by a participant  as full or partial  payment to the Company
of the purchase or exercise price relating to an award or in connection with the
satisfaction of tax obligations  relating to an award,  and any shares of Common
Stock  purchased  by the Company in the open  market or in private  transactions
having an aggregate  purchase  price no greater than the amount of cash proceeds
received by the Company from the exercise of Options,  as described below, under
the Plan shall be available for granting awards under the Plan.

     (a)  Non-qualified Stock Options

          (i)  Grant of  Options.  Each  person who  becomes a Director  for the
               first time after the effective  date of the Plan shall be awarded
               an option  ("Option") to purchase  12,500

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               shares  of Common  Stock,  effective  as of the date such  person
               becomes a Director. In addition, at the close of business on each
               annual shareholders' meeting, each Director elected or re-elected
               to the Board shall be granted an Option to purchase  3,000 shares
               of Common Stock.  The written  agreement  evidencing such Options
               granted under the Plan shall be dated as of the  applicable  date
               of each  grant.  All  Options  granted  under  the Plan  shall be
               non-qualified  stock  options  governed  by  Section  83  of  the
               Internal Revenue Code of 1986, as amended.

          (ii) Option  Exercise  Price.  The per  share  price to be paid by the
               Director at the time an Option is exercised  shall be 100% of the
               Fair Market Value of the Common Stock on the date of grant. "Fair
               Market  Value" shall equal the mean of the high and low price for
               the Common  Stock on the New York Stock  Exchange on the relevant
               date or, if the New York Stock  Exchange  is closed on that date,
               on the last  preceding  date on which the  Exchange  was open for
               trading.

          (iii)Term of Option.  Each Option shall expire ten (10) years from the
               date of grant.

          (iv) Exercise of Option.  Options shall be exercisable  only after one
               year from the date the Option is granted, except that (1) "SRO's"
               may be  exercised  after a period  of six  months or longer if so
               determined  by the Board of Directors at the date of the grant of
               the SRO and (2) the 12,500 Options granted to a Director upon his
               or her  first  election  to  the  Board  of  Directors  shall  be
               exercisable  only after three years from the date the Options are
               granted.

          (v)  Method of Exercise, Deferral and Tax Obligations.  Each notice of
               exercise  shall be  accompanied by the full purchase price of the
               shares being purchased.  Such payment may be made in cash, check,
               shares of Common  Stock  valued using the Fair Market Value as of
               the exercise date or a combination  thereof. The Company may also
               require  payment  of the  amount of any  federal,  state or local
               withholding tax  attributable to the exercise of an Option or the
               delivery of shares of Common  Stock upon lapse of the  Restricted
               Period  described  below.  The Committee may permit a Director to
               elect to defer  receipt  of all or a  portion  of the  shares  of
               Common Stock  issuable  upon  exercise of an Option,  all on such
               terms and conditions as the Committee shall determine  (including
               through  the  terms of the  Compensation  Plan  for  Non-Employee
               Directors).

          (vi) Non-transferability.   An  Option  shall  be  non-assignable  and
               non-transferable  by a Director  other than by (1) the Director's
               last will and testament,  or (2) the  applicable  laws of descent
               and  distribution,  or (3) by gift  by a  Director  to a  "family
               member" defined by the Compensation Committee. Such Option may be
               exercised  only by such  Director or his or her guardian or legal
               representative  or the donee  family  member.  A  Director  shall
               forfeit  any  Option  assigned  or  transferred,  voluntarily  or
               involuntarily, other than as permitted under this subsection.

          (vii)Notwithstanding  anything contained herein to the contrary,  upon
               retirement  of a Director  or other  cessation  of service on the
               Board of  Directors,  the  Director's  Options  will  vest and be
               exercisable according to the following schedules.

               (1)  For a Director  with at least  five years of Board  service,
                    including  service on the  predecessor  General Mills,  Inc.
                    Board  of  Directors,  unvested  Options  granted  prior  to
                    September 1999 will continue to vest.  Once vested,  Options
                    will be exercisable for the full term of the Option.

               (2)  For a Director  with less than five years of Board  service,
                    including  service on the  predecessor  General Mills,  Inc.
                    Board of  Directors,  unvested  Options  will be  forfeited.
                    Options  granted  prior to  September  1999 that have vested
                    will  be  exercisable  for the  full  Option  term.  Options
                    granted beginning with and after

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                    the September 1999 grant if vested, must be exercised within
                    ninety days of the end of Board service or, otherwise,  will
                    be forfeited.

     (b)  Restricted Stock.

          (i)  Awards.  Each Director on the effective date of the Plan shall be
               granted an award of 3,000 shares of Common  Stock,  restricted as
               described below ("Restricted Stock"). At the close of business on
               each successive  annual  stockholders'  meeting date  thereafter,
               each  Director  then elected or  re-elected to the Board shall be
               granted   an  award  of  3,000   shares  of   Restricted   Stock.
               Notwithstanding  the foregoing,  prior to the date of each annual
               stockholders'   meeting,  with  respect  to  any  such  award  of
               Restricted  Stock to be made for such  upcoming  year, a Director
               may elect (1) on such terms and conditions as the Committee shall
               determine  (including  through the terms of the Compensation Plan
               for  Non-Employee  Directors),  to  defer  receipt  of all or any
               portion of the Common  Stock that  would  otherwise  be  received
               pursuant to his or her  Restricted  Stock award until a date that
               is on or after the  cessation of Board  service or (2) to receive
               the  equivalent  of 1,000 of the 3,000  shares of any  Restricted
               Stock award in cash based on the Fair Market  Value of the Common
               Stock  on the  date  of  such  stockholders'  meeting.  Any  such
               deferral  election shall result in the Restricted Stock not being
               issued to the  Director  and, in exchange,  the Director  will be
               credited with stock units,  representing the Company's obligation
               to pay  deferred  compensation  at a later  date  in the  form of
               unrestricted  Common Stock,  all on such terms and  conditions as
               the Committee shall determine (including through the terms of the
               Compensation Plan for Non-Employee Directors).

          (ii) Restricted  Period.  The  restrictions set forth shall apply from
               the date of each grant  until the earlier of the  following:  (1)
               the last day on which  the New York  Stock  Exchange  is open for
               trading immediately prior to the annual stockholders meeting next
               succeeding  the  grant  of  such  Restricted  Stock,  or (2)  the
               Director's death or disability (the "Restricted  Period").  Until
               the expiration of the Restricted  Period,  none of the Restricted
               Stock may be sold,  transferred,  assigned,  pledged or otherwise
               encumbered or disposed of, and all of the Restricted  Stock shall
               be  forfeited  and all further  rights of the Director to or with
               respect to such  Restricted  Stock  shall  terminate  without any
               obligation  on the part of the Company  unless the  Director  has
               remained a Director  throughout the Restricted  Period applicable
               to such Restricted Stock.

          (iii)Other  Terms  and  Conditions.  Any  shares of  Restricted  Stock
               granted  hereunder  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.  If  certificated,  each such  certificate
               shall  bear a legend  giving  notice  of the  restrictions.  Each
               Director  must also  endorse in blank and return to the Company a
               stock  power  for each  grant of  Restricted  Stock.  During  the
               Restricted  Period,  each Director  shall have all the rights and
               privileges of a shareholder with respect to the Restricted Stock,
               including  the right to vote the shares and to receive  dividends
               thereon.  At the  expiration of the  Restricted  Period,  a stock
               certificate  free of all restrictions for the number of shares of
               Restricted Stock so registered shall be delivered to the Director
               or his or her estate.

     (c)  Stock Award.

          (i)  Awards.  At the  close of  business  on the  date of each  annual
               stockholders'  meeting  occurring after July 26, 2002, in lieu of
               the award of  Restricted  Stock  described in Section 4(b) above,
               each  Director  elected  or  re-elected  to  the  Board  at  such
               stockholders'  meeting  shall be granted  an award  equal to that
               number of shares of Common  Stock  having a Fair Market  Value on
               the date of grant equal to $100,000, rounded to the nearest whole
               share (the "Stock  Award").  Each  Director  who,  after July 26,
               2002, is appointed as a Director of the Company at any time other
               than at an annual  stockholders'  meeting

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               shall be granted on the date of such appointment a prorated Stock
               Award equal to that number of shares of Common Stock,  rounded to
               the nearest  whole share,  having a Fair Market Value on the date
               of  grant  equal  to  $100,000  multiplied  by  a  fraction,  the
               numerator  of which is 365 minus the number of days in the period
               from the date of the  annual  stockholders'  meeting  immediately
               preceding such  appointment to the date of such  appointment  and
               the denominator of which is 365.  Notwithstanding  the foregoing,
               prior to the date of each  annual  stockholders'  meeting  or the
               date of any such appointment,  as the case may be, a Director may
               elect with respect to each such Stock Award to be granted on such
               date (1) on such  terms and  conditions  as the  Committee  shall
               determine  (including  through the terms of the Compensation Plan
               for  Non-Employee  Directors),  to  defer  receipt  of all or any
               portion of the Common  Stock that  would  otherwise  be  received
               pursuant  to his or her  Stock  Award  until a date that is on or
               after the cessation of Board service or (2) to receive 25% or 50%
               of the Stock  Award in cash.  Any such  deferral  election  shall
               result in such  shares of  Common  Stock not being  issued to the
               Director  and, in exchange,  the Director  will be credited  with
               stock  units,   representing  the  Company's  obligation  to  pay
               deferred compensation at a later date in the form of unrestricted
               Common Stock,  all on such terms and  conditions as the Committee
               shall determine  (including through the terms of the Compensation
               Plan for Non-Employee Directors).

          (ii) Non-transferability.   From  the  date  of  grant  to  the  first
               anniversary  of the  date  of  grant  of  any  Stock  Award  (the
               "Non-transferability Period"), none of the shares of Common Stock
               subject to the Stock  Award may be sold,  transferred,  assigned,
               pledged or  otherwise  encumbered  or  disposed  of by a Director
               other than by (1) the Director's last will and testament,  or (2)
               the  applicable  laws of  descent  and  distribution.  During the
               Non-transferability  Period, any certificate  representing shares
               of Common  Stock that are  subject to a Stock  Award shall bear a
               legend  giving  notice  of the  restrictions  described  in  this
               Section 4(c)(ii).  During the  Non-transferability  Period,  each
               Director   shall  have  all  the  rights  and   privileges  of  a
               shareholder with respect to the shares of Common Stock subject to
               the Stock Award,  including  the right to vote such shares and to
               receive dividends thereon.

      (d) "SRO's".

          In addition to the awards  described  in  Sections  4(a),  (b) and (c)
          above,  the Board of  Directors  also shall grant  salary  replacement
          options  ("SRO's")  to one or more of the  Directors  pursuant  to the
          annual  decision of each  Director in lieu of all or part of an annual
          retainer or for  directors  fees for  attendance at Board or Committee
          meetings or other compensation for services as a Director. Such grants
          shall be made on the last day of each  fiscal  quarter of the  Company
          for compensation accrued during such quarter and be valued by the same
          formula as used by the  Compensation  Committee for awards of SRO's to
          employees of the Company. SRO's shall be treated as Options under this
          Plan for all other purposes.

     (e)  Change of Control.

          The  Options  granted  hereunder  shall  become  exercisable  and  the
          restrictions on Restricted Stock and Stock Awards shall lapse upon the
          occurrence  of a "Change  of  Control."  Each of the  following  shall
          constitute 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;

          (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

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               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.

     5.  Adjustments.  In the  event  of a stock  dividend  or stock  split,  or
combination or other reduction in the number of issued shares of Common Stock, a
merger,  consolidation,  reorganization,  recapitalization,  sale or exchange of
substantially  all  assets  or  dissolution  of the  Company,  or  whenever  the
Committee  determines such  adjustments  are appropriate to prevent  dilution or
enlargement of the benefits or potential  benefits intended to be made available
under this Plan, then  appropriate  adjustments  shall be made in the shares and
number of shares of Common Stock subject to and  authorized by this Plan and the
number of shares of Common Stock subject to Options,  Restricted Stock and Stock
Awards previously granted hereunder and the exercise price of Options previously
granted hereunder,  in order to prevent dilution or enlargement of the rights of
the Directors under the Plan.

     6.  Amendment of the Plan.  The Board of Directors may suspend or terminate
the Plan or any  portion  thereof at any time,  and the Board of  Directors  may
amend the Plan from time to time as may be deemed to be in the best interests of
the  Company;  provided,   however,  that  no  such  amendment,   alteration  or
discontinuation  shall be made (a) that  would  impair  the rights of a Director
with respect to Options,  Restricted Stock or Stock Awards theretofore  awarded,
without such person's consent,  or (b) without the approval of the stockholders,
(i) if such  approval is  necessary  to comply with any legal,  tax or statutory
requirement,  including any approval  requirement  which is a  prerequisite  for
exemptive  relief from  Section 16 of the  Securities  Exchange Act of 1934 (the
"1934 Act") or (ii) would  materially  change the definition of persons eligible
to receive  awards under this Plan, or (c) unless such amendment is necessary to
comply with changes in the Internal  Revenue  Code of 1986,  as amended,  or the
Employment  Retirement  Income  Security  Act of  1974,  as  amended,  or  rules
promulgated thereunder.

     7.  Miscellaneous  Provisions.  Neither  the  Plan  nor  any  action  taken
hereunder  shall be  construed  as giving any Director any right to be nominated
for  re-election  to the Board.  The Plan shall be  governed  by the laws of the
state of Florida.

     8. Effective Date and Duration of Plan. The Plan shall be deemed  effective
as of the effective date of the  distribution  of Common Stock to the holders of
General  Mills,  Inc.  Common  Stock.  No awards shall be made  hereunder  after
September 30, 2005.

     9.  Section 16. With  respect to persons  subject to Section 16 of the 1934
Act,  transactions  under the Plan are  intended to comply  with all  applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee.


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