GENERAL MILLS INC
1995 SALARY REPLACEMENT STOCK OPTION PLAN
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>1995 SALARY REPLACEMENT STOCK OPTION PLAN
<TEXT>


                                                                   EXHIBIT 10.11




                               GENERAL MILLS, INC.

                             1995 SALARY REPLACEMENT

                                STOCK OPTION PLAN














                         As Amended Through July 1, 2000

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                               GENERAL MILLS, INC.

                    1995 SALARY REPLACEMENT STOCK OPTION PLAN


1.       PURPOSE OF THE PLAN

         The purpose of the General Mills, Inc. 1995 Salary Replacement Stock
         Option Plan (the "Plan") is to give management employees of General
         Mills, Inc. (the "Company") and its subsidiaries the opportunity to
         receive stock option grants in lieu of salary increases and certain
         other compensation and benefits thereby encouraging focus on the growth
         and profitability of the Company and its Common Stock. Restricted stock
         is not permitted to be issued under the terms of this Plan.


2.       EFFECTIVE DATE OF PLAN

         This Plan shall become effective as of September 18, 1995, subject to
         the approval of the stockholders of the Company at the Annual Meeting
         on September 18, 1995.


3.       ADMINISTRATION OF THE PLAN

         The Plan shall be administered by the Compensation Committee (the
         "Committee"). The Committee shall be made up of non-management members
         of the Board of Directors (the "Board") appointed in accordance with
         the Company's Certificate of Incorporation. The Committee shall have
         authority to adopt rules and regulations for carrying out the purpose
         of the Plan, select the employees to whom grants will be made
         ("Optionees"), the number of shares to be optioned 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 the administration of the Plan in whole or in part, on such
         terms and conditions, and to such person or persons as it may determine
         in its discretion. Decisions of the Committee (or its delegate as
         permitted herein) shall be final, conclusive and binding upon all
         parties, including the Company, stockholders and Optionees.


4.       COMMON STOCK SUBJECT TO THE PLAN

         The shares of "Common Stock" of the Company ($.10 par value) to be
         issued upon the exercise of a non-qualified option to purchase Common
         Stock granted hereunder (an "Option") may be made available from the
         authorized but unissued Common Stock, shares of Common Stock held in
         the treasury, or Common Stock purchased on the open market or
         otherwise.

         Approval of the Plan by the stockholders of the Company shall
         constitute authorization to use such shares for the Plan, subject to
         the discretion of the Board or as such discretion may be delegated to
         the Committee.


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         Subject to the provisions of the next succeeding paragraph, the maximum
         aggregate number of shares authorized under the Plan for which Options
         may be granted under the Plan shall be 14,000,000 shares. If an Option
         granted under the Plan is terminated without having been exercised in
         full, the unpurchased or forfeited shares or rights to receive shares
         shall become available for grant to other employees. The number of
         shares of Common Stock subject to Options granted under this Plan to
         any Optionee shall not exceed 5% of the total number of shares of
         Common Stock which may be issued under this Plan.

         In the event that the 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 is determined by
         the Committee to be appropriate to prevent dilution 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 any or all of (i) the number of
         shares of Common Stock subject to the Plan, subject to Section 15, (ii)
         the number of shares of Common Stock subject to outstanding Options,
         and (iii) the grant or exercise price with respect to any Option and,
         if deemed appropriate, make provision for a cash payment to the holder
         of an outstanding Option; provided, that the number of shares of Common
         Stock subject to any Option denominated in Common Stock shall always be
         a whole number.


5.       ELIGIBLE PERSONS

         Only persons who are officers or management employees of the Company or
         a subsidiary shall be eligible to receive grants under the Plan. No
         grant shall be made to any member of the Committee or any other
         non-employee director.


6.       PURCHASE PRICE OF STOCK OPTIONS

         The purchase price for each share of Common Stock issuable under an
         Option shall not be less than 100 percent of the Fair Market Value of
         the Shares of Common Stock of the Company subject to such Option 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.       OPTION TERM

         The term of each Option grant as determined by the Committee shall not
         exceed ten (10) years and one (1) month from the date of that grant and
         shall expire as of the last day of the designated term, unless
         terminated earlier under the provisions of the Plan.


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8.       OPTION TYPE

         Option grants will be non-qualified stock options governed by Section
         83 of the Internal Revenue Code of 1986, as amended (the "Code") or any
         successor provision.


9.       NON-TRANSFERABILITY OF OPTIONS

         Except as provided by rule adopted by the Committee, no Option granted
         under this Plan shall be transferable by the Optionee otherwise than by
         the Optionee's last will and testament or by the applicable laws of
         descent and distribution and an Option may be exercised during the
         Optionee's lifetime only by the Optionee or his or her guardian or
         legal representative. An Optionee shall forfeit any Option assigned or
         transferred, voluntarily or involuntarily, other than as permitted
         under this Section.


10.      EXERCISE OF OPTIONS

         Except as provided in Sections 12, 13 and 14, each Option shall be
         vested and may be exercised in accordance with such terms and
         conditions as may be determined by the Committee for grants to officers
         or executives and by the Chief Executive Officer of the Company for
         grants to other management participants.

         Subject to the provision of this Section 10, each Option may be
         exercised in whole or, from time to time, in part with respect to the
         number of then exercisable shares in any sequence desired by the
         Optionee without regard to the date of grant of stock options under
         other plans of the Company.

         An Optionee exercising an Option shall give notice to the Company of
         such exercise and of the number of shares elected to be purchased prior
         to 4:30 P.M. CST/CDT on the day of exercise, which must be a business
         day at the executive offices of the Company. At the time of purchase,
         the Optionee shall tender the full purchase price of the shares
         purchased. Until such payment has been made and either a certificate or
         certificates for the shares purchased has been issued in the Optionee's
         name or the ownership of such shares by the Optionee has been entered
         by the Company's transfer agent on the master stockholder records of
         the Company, the Optionee shall possess no stockholder rights with
         respect to any 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 Optionee; or

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

         For determining 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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11.      WITHHOLDING TAXES ON OPTION EXERCISE

         Each Optionee shall deliver to the Company cash in an amount equal to
         all federal, state and local withholding taxes required to be collected
         by the Company in respect of the exercise of an Option, and until such
         payment is made, the Company may, in its discretion, retain all or a
         portion of the shares to be issued.

         Notwithstanding the foregoing, to the extent permitted by law and
         pursuant to such rules as the Committee may adopt, an Optionee may
         authorize the Company to satisfy any such withholding requirement by
         directing the Company to withhold from any shares to be issued such
         number of shares as shall be sufficient to satisfy the withholding
         obligation.


12.      EXERCISE OF OPTIONS IN EVENT OF CERTAIN CHANGES OF CONTROL

         Each outstanding Option shall become immediately and fully exercisable
         for a period of one (1) year following the date of the following
         occurrences, each constituting a "Change of Control":

         (a)      The acquisition by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), (a
                  "Person") of beneficial ownership (within the meaning of Rule
                  13d-3 promulgated under the 1934 Act) of voting securities of
                  the Company where such acquisition causes such Person to own
                  20% or more of the combined voting power of the then
                  outstanding voting securities of the Company entitled to vote
                  generally in the election of directors (the "Outstanding
                  Voting Securities"); provided, however, that for purposes of
                  this subsection (a), the following acquisitions shall not be
                  deemed to result in a Change of Control: (i) any acquisition
                  directly from the Company, (ii) any acquisition by the
                  Company, (iii) any acquisition by any employee benefit plan
                  (or related trust) sponsored or maintained by the Company or
                  any corporation controlled by the Company or (iv) any
                  acquisition by any corporation pursuant to a transaction that
                  complies with clauses (i), (ii) and (iii) of subsection (c)
                  below; and provided, further, that if any Person's beneficial
                  ownership of the Outstanding Voting Securities reaches or
                  exceeds 20% as a result of a transaction described in clause
                  (i) or (ii) above, and such Person subsequently acquires
                  beneficial ownership of additional voting securities of the
                  Company, such subsequent acquisition shall be treated as an
                  acquisition that causes such Person to own 20% or more of the
                  Outstanding Voting Securities; or

         (b)      Individuals who, as of the date hereof, constitute the Board
                  of Directors (the "Incumbent Board") cease for any reason to
                  constitute at least a majority of the Board; provided,
                  however, that any individual becoming a director subsequent to
                  the date hereof whose election, or nomination for election by
                  the Company's shareholders, was approved by a vote of at least
                  of a majority of the directors then comprising the Incumbent
                  Board shall be considered as though such individual were a
                  member of the Incumbent Board, but excluding, for this
                  purpose, any such individual whose initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest with respect to the


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                  election or removal of directors or other actual or threatened
                  solicitation of proxies or consents by or on behalf of a
                  Person other than the Board; or

         (c)      The approval by the shareholders of the Company of a
                  reorganization, merger or consolidation or sale or other
                  disposition of all or substantially all of the assets of the
                  Company ("Business Combination") or, if consummation of such
                  Business Combination is subject, at the time of such approval
                  by stockholders, to the consent of any government or
                  governmental agency, the obtaining of such consent (either
                  explicitly or implicitly by consummation); excluding, however,
                  such a Business Combination pursuant to which (i) all or
                  substantially all of the individuals and entities who were the
                  beneficial owners of the Outstanding Voting Securities
                  immediately prior to such Business Combination beneficially
                  own, directly or indirectly, more than 60% of, respectively,
                  the then outstanding shares of common stock and the combined
                  voting power of the then outstanding voting securities
                  entitled to vote generally in the election of directors, as
                  the case may be, of the corporation resulting from such
                  Business Combination (including, without limitation, a
                  corporation that as a result of such transaction owns the
                  Company or all or substantially all of the Company's assets
                  either directly or through one or more subsidiaries) in
                  substantially the same proportions as their ownership,
                  immediately prior to such Business Combination of the
                  Outstanding Voting Securities, (ii) no Person (excluding any
                  employee benefit plan (or related trust) of the Company or
                  such corporation resulting from such Business Combination)
                  beneficially owns, directly or indirectly, 20% or more of,
                  respectively, the then outstanding shares of common stock of
                  the corporation resulting from such Business Combination or
                  the combined voting power of the then outstanding voting
                  securities of such corporation except to the extent that such
                  ownership existed prior to the Business Combination and (iii)
                  at least a majority of the members of the board of directors
                  of the corporation resulting from such Business Combination
                  were members of the Incumbent Board at the time of the
                  execution of the initial agreement, or of the action of the
                  Board, providing for such Business Combination; or

         (d)      approval by the stockholders of the Company of a complete
                  liquidation or dissolution of the Company.

         After such one (1) year period the normal option exercise provisions of
         the Plan shall govern. In the event an Optionee is terminated as an
         employee of the Company or a subsidiary within two (2) years of any of
         the events specified in (a), (b), (c) or (d), all outstanding Options
         at that date of termination shall become immediately exercisable for a
         period of six (6) months, subject to the provisions of Section 7.


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13.      TERMINATION OF EMPLOYMENT OF AN OPTIONEE

         (a)      Resignation or Termination for Cause

                  If the Optionee's employment by the Company is terminated by
                  either

                  (i)      the voluntary resignation of the Optionee, or

                  (ii)     a Company discharge due to Optionee's illegal
                           activities, poor work performance, misconduct or
                           violation of the Company's policies or practices,

                  then the Options shall terminate three months after such
                  termination (but in no event beyond the original full term of
                  the Options) and no Options shall become exercisable after
                  such termination.

         (b)      Other Termination

                  If the Optionee's employment by the Company terminates for any
                  reason other than specified in Sections 12, 13(a), (c), (d) or
                  (e) or Section 14, the following rules shall apply:

                  (i)      In the event that, at the time of such termination,
                           the sum of the Optionee's age and service with the
                           Company equals or exceeds 70, the outstanding Options
                           shall continue to become exercisable in accordance
                           with the schedule established at the time of grant.
                           The Options shall remain exercisable for the
                           remaining full term of such Options.

                  (ii)     In the event that, at the time of such termination,
                           the sum of Optionee's age and service with the
                           Company is less than 70, the outstanding
                           unexercisable Options shall become exercisable as of
                           the date of termination, in a pro-rata amount based
                           on the full months of employment completed during the
                           full vesting period from the date of grant to the
                           date of termination with such newly-vested Options
                           and Options exercisable on the date of termination
                           remaining exercisable for the lesser of one year from
                           the date of termination and the original full term of
                           the Option. All other Options shall be forfeited as
                           of the date of termination. Provided, however, that
                           if the Optionee is an executive officer of the
                           Company, the outstanding Options which, as of the
                           date of termination are not yet exercisable, shall
                           become exercisable effective as of the date of such
                           termination and, with all outstanding Options already
                           exercisable on the date of termination, shall remain
                           exercisable for the lesser of one year following the
                           date of termination and the original full term of the
                           Option.

         (c)      Death

                  If the termination of employment is due to the Optionee's
                  death, the Options may be exercised as provided in Section 14.


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         (d)      Retirement

                  If the termination of employment is due to the Optionee's
                  retirement, the Optionee thereafter may exercise an Option
                  within the period remaining under the original term of the
                  Option.

         (e)      Discontinuation of a Complete Line of Business

                  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, may determine
                  that all outstanding Options granted to the Optionee prior to
                  such termination shall immediately become exercisable for a
                  period of up to five (5) years after the date of such
                  termination, subject to the provisions of Section 7.


14.      DEATH OF OPTIONEE

         If an Optionee should die while employed by the Company or a
         subsidiary, any Option previously granted to the Optionee under this
         Plan may be exercised by the person designated in such Optionee's last
         will and testament or, in the absence of such designation, by the
         Optionee's estate, to the full extent that such Option could have been
         exercised by such Optionee immediately prior to the Optionee's death,
         subject to the original term of the Option. Further, with respect to
         outstanding Options which, as of the date of death, are not yet
         exercisable, any such Option shall vest and become exercisable in a pro
         rata amount, based on the number of full months of employment completed
         during the full vesting period of the Option from the date of grant to
         the date of death.


15.      AMENDMENTS TO THE PLAN

         The Committee and the Board of Directors may amend, suspend or
         terminate the Plan or any portion thereof at any time, provided that no
         amendment shall be made without stockholder approval if such
         stockholder approval is necessary to comply with any tax or regulatory
         requirement, including for these purposes any approval requirement that
         is a prerequisite for exemptive relief from Section 16(b) of the 1934
         Act. Notwithstanding anything to the contrary contained herein, any
         amendment, suspension or termination made in accordance with this
         Section 15 that would adversely affect an Optionee's rights under an
         Option granted under the Plan may not be made without such Optionee's
         consent.

         The Committee 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.


16.      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 laws of any
         foreign jurisdiction, to key employees of the Company who are subject
         to such laws and who are eligible to receive Option grants under the
         Plan.


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17.      DURATION OF THE PLAN

         Grants may be made under the Plan until September 30, 2002.


18.      NOTICE

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

                  General Mills, Inc.
                  Number One General Mills Boulevard
                  Minneapolis, Minnesota 55426
                  Attention: Corporate Compensation
                  If by Telex: 170360 Gen Mills
                  If by Facsimile: (763) 764-4925

19.      SECTION 16 OFFICERS

                  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. 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.


                  Effective as of September 18, 1995
                  Amended as of June 22, 1998
                  Amended as of December 13, 1999
                  Amended as of July 1, 2000


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