DARDEN RESTAURANTS INC
EXHIBIT 10E 02-23-03
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exhibit10e_10q022303.txt
<DESCRIPTION>EXHIBIT 10E 02-23-03
<TEXT>

                                                                   Exhibit 10(e)

                            DARDEN RESTAURANTS, INC.

                            STOCK PLAN FOR DIRECTORS



     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 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
<PAGE>

               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 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.

          (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 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

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<PAGE>

               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 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

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<PAGE>

               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 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.

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<PAGE>


     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.



As amended and restated July 26, 2002
As further amended March 19, 2003, effective as of July 26, 2002



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