8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 21, 2009

GENERAL MILLS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-01185	41-0274440
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Number One General Mills Boulevard Minneapolis, Minnesota		55426
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (763) 764-7600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 21, 2009, at the 2009 Annual Meeting of Stockholders (the “Annual Meeting”) of General Mills, Inc. (the “Company”), Company stockholders adopted the General Mills, Inc. 2009 Stock Compensation Plan (the “2009 Plan”). A description of the 2009 Plan can be found in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on August 10, 2009. A copy of the 2009 Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition.

On September 23, 2009, General Mills, Inc. issued a press release reporting financial results for its first quarter ended August 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information furnished in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

10.1	General Mills, Inc. 2009 Stock Compensation Plan.
99.1	Press release of General Mills, Inc. dated September 23, 2009.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 23, 2009

GENERAL MILLS, INC.
By:	/s/ Roderick A. Palmore
	Name:	Roderick A. Palmore
	Title:	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit
Number	Description
10.1	General Mills, Inc. 2009 Stock Compensation Plan.
99.1	Press release of General Mills, Inc. dated September 23, 2009.

EX-10.1

Exhibit 10.1

GENERAL MILLS, INC.

2009 STOCK COMPENSATION PLAN

1.	PURPOSE OF THE PLAN
	The purpose of the General Mills, Inc. 2009 Stock Compensation Plan (the “Plan”) is to attract and retain able individuals by rewarding employees of General Mills, Inc., its subsidiaries and affiliates (defined as entities in which General Mills, Inc. has a significant equity or other interest) (collectively, the “Company”) and to align the interests of employees with those of the stockholders of the Company. The Company shall include any successors to General Mills, Inc. or any future parent corporations or similar entities.
2.	EFFECTIVE DATE AND DURATION OF PLAN
	This Plan shall become effective as of September 21, 2009, subject to the approval of the stockholders of the Company at the Annual Meeting on September 21, 2009. Awards may be made under the Plan until December 31, 2012.
3.	ELIGIBLE PERSONS
	Only persons who are employees of the Company shall be eligible to receive grants of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and/or Performance Awards (each defined below) and become “Participants” under the Plan. The Compensation Committee of the Company’s Board of Directors (the “Committee”) shall exercise the discretionary authority to determine from time to time the employees of the Company who are eligible to participate in this Plan.
4.	AWARD TYPES

(a)	Stock Option Awards. The Committee may award Participants options (“Stock Options”) to purchase a fixed number of shares of common stock ($.10 par value) of the Company (“Common Stock”). The grant of a Stock Option entitles the Participant to purchase shares of Common Stock at an “Exercise Price” established by the Committee which shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant, and may exceed the Fair Market Value on the grant date, at the Committee’s discretion. “Fair Market Value” shall equal the closing price on the New York Stock Exchange of the Company’s Common Stock on the applicable date.
(b)	Stock Appreciation Rights. The Committee may also award Participants Stock Appreciation Rights. A Stock Appreciation Right is a right to receive, upon exercise of that right, an amount, which may be paid in cash, shares of Common Stock, or a combination thereof in the complete discretion of the Committee, equal to the difference between the Fair Market Value of one share of Common Stock as of the date of exercise and the Fair Market Value of one share of Common Stock on the date of grant.
(c)	Restricted Stock Awards. The Committee may grant Participants, subject to certain restrictions, shares of Common Stock (“Restricted Stock”) or the right to receive shares of Common Stock or cash (“Restricted Stock Units”).
(d)	Performance Awards. Performance Awards may be made by the Committee granting a right to either the value of a number of shares of Common Stock (“Performance Share Units”) or a monetary amount, which could be settled in such shares or in cash or a combination thereof (“Performance Units”), determined based on the extent to which applicable performance goals are achieved.

Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and Performance Awards are sometimes referred to as “Awards”. To the extent any Award is subject to section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), the terms and administration of such Award shall comply therewith and IRS guidance thereunder. If any provision of the Plan would otherwise conflict with or frustrate this intent, that provision will be interpreted and deemed amended so as to avoid the conflict. Further, for purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under this Plan shall be treated as a separate payment of compensation for purposes of applying the Section 409A deferral election rules and the exclusion from Section 409A for certain short-term deferral amounts.

5. COMMON STOCK SUBJECT TO THE PLAN

(a) Maximum Shares Available for Delivery. Subject to Section 5(c), the maximum number of shares of Common Stock available for Awards to Participants under the Plan shall be 20,000,000. Stock Options and Stock Appreciation Rights awarded shall reduce the number of shares available for Awards by one share for every one share granted; provided that Stock Appreciation Rights that may be settled only in cash shall not reduce the number of shares available for Awards.

	Awards of Restricted Stock, Restricted Stock Units and Performance Awards settled in shares of Common Stock shall reduce the number of shares available for Awards by one share for every one share awarded, up to 30 percent of the total number of shares available; beyond that, Restricted Stock, Restricted Stock Units and Performance Awards settled in shares of Common Stock shall reduce the number of shares available for Awards by five shares for every one share awarded. Restricted Stock Units and Performance Awards that may be settled only in cash shall not reduce the number of shares available for Awards.
	The Company will repurchase a number of shares of Common Stock in the public market at least equal to the number of shares of Common Stock issued under this Plan.
	In addition, any Common Stock covered by a Stock Option or Stock Appreciation Right granted under the Plan which is forfeited prior to the end of the vesting period shall be deemed not to be granted for purposes of determining the maximum number of shares of Common Stock available for Awards under the Plan. In the event a Stock Appreciation Right is settled for cash, the number of shares deducted against the maximum number of shares provided in Section 5(a) shall be restored and again be available for Awards. However, if (i) any Stock Option or Stock Appreciation Right that is exercised through the delivery of Common Stock in satisfaction of the Exercise Price, and (ii) withholding tax requirements arising upon exercise of any Stock Option or Stock Appreciation Right are satisfied through the withholding of Common Stock otherwise deliverable in connection with such exercise, the full number of shares of Common Stock underlying any such Stock Option or Stock Appreciation Right, or portion thereof being so issued shall count against the maximum number of shares available for grants under the Plan.
	Upon forfeiture or termination of Restricted Stock, Restricted Stock Units and Performance Awards prior to vesting, the shares of Common Stock subject thereto shall again be available for Awards under the Plan.
(b)	Individual Limits. The number of shares of Common Stock subject to Stock Options and Stock Appreciation Rights or shares of Common Stock available for Restricted Stock, Restricted Stock Units and Performance Awards granted under the Plan to any single Participant shall not exceed, in the aggregate, 1,000,000 shares and/or units per fiscal year. The maximum dollar value of Performance Awards payable to any single Participant shall be $20,000,000 per fiscal year. These per-Participant limits shall be construed and applied consistently with Code section 162(m) and the regulations thereunder.
(c)	Adjustments for Corporate Transactions. If a corporate transaction has occurred affecting the Common Stock such that an adjustment to outstanding Awards is required to preserve (or prevent enlargement of) the benefits or potential benefits intended at the time of grant, then in such manner as the Committee deems equitable, an appropriate adjustment shall be made to (i) the number and kind of shares which may be awarded under the Plan; (ii) the number and kind of shares subject to outstanding Awards; (iii) the number of shares credited to an account; (iv) the individual limits imposed under the Plan; and if applicable; (v) the Exercise Price of outstanding Options and Stock Appreciation Rights provided that the number of shares of Common Stock subject to any Stock Option or Stock Appreciation Right denominated in Common Stock shall always be a whole number. For this purpose a corporate transaction includes, but is not limited to, 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, combination of shares, 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. Notwithstanding anything in this paragraph to the contrary, an adjustment to a Stock Option or Stock Appreciation Right under this paragraph shall be made in a manner that will not result in the grant of a new Stock Option or Stock Appreciation Right under Section 409A.
(d)	Limits on Distribution. Distribution of shares of Common Stock or other amounts under the Plan shall be subject to the following:

(i)

Notwithstanding any other provision of the Plan, the Company shall have no liability to deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act of 1933), and the applicable requirements of any securities exchange or similar entity.

(ii)

To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Common Stock or Restricted Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

(e) Stock Deposit Requirements and other Restrictions. The Committee, in its discretion, may require as a condition to the grant of Awards, the deposit of Common Stock owned by the Participant receiving such grant, and the forfeiture of such grant, if such deposit is not made or maintained during the required holding period. Such shares of deposited Common Stock may not be otherwise sold 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 or Stock Appreciation Right, or attainment of any performance goal, shall be restricted in any manner.

6. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS TERMS AND TYPE

(a)	General. Stock Options granted under the Plan shall be Non-Qualified Stock Options governed by Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”). The term of any Stock Option and Stock Appreciation Right granted under the Plan shall be determined by the Committee, provided that said term shall not exceed 10 years and one month.
(b)	No Reload Rights. Neither Stock Options nor Stock Appreciation Rights granted under this Plan shall contain any provision entitling the optionee or right-holder to the automatic grant of additional options or rights in connection with any exercise of the original option or right.
(c)	No Repricing. Subject to Section 5(c), outstanding Stock Options and Stock Appreciation Rights granted under this Plan shall under no circumstances be repriced.

7. GRANT, EXERCISE AND VESTING OF STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

(a)	Grant. Subject to the limits otherwise imposed by the terms of this Plan, the Committee has discretionary authority to determine the size of a Stock Option or Stock Appreciation Right Award, which may be tied to meeting performance-based requirements.
(b)	Exercise. Except as provided in Sections 11 and 12 (Change of Control and Termination of Employment), each Stock Option or Stock Appreciation Right may be exercised only in accordance with the terms and conditions of the Stock Option grant or Stock Appreciation Right and during the periods as may be established by the Committee. A Participant exercising a Stock Option or Stock Appreciation Right 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.
(c)	Vesting. Stock Options and Stock Appreciation Rights shall not be exercisable unless vested. Subject to Sections 11 and 12 Stock Options and Stock Appreciation Rights shall be fully vested only after four years of the Participant’s continued employment with the Company following the date of the grant.
(d)	Payment of Exercise Price. The Exercise Price for Stock Options shall be paid to the Company at the time of such exercise, 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 tender of shares of Common Stock owned by the Participant (by either actual delivery or attestation);
(iii)	by a combination of (i) and (ii) above; or
(iv)	by authorizing a third party broker to sell a sufficient number of shares of Common Stock acquired upon exercise of the Stock Option and remit to the Company such sales proceeds to pay the entire Exercise Price and any tax withholding resulting from the exercise.
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.

8.	RESTRICTED STOCK AND RESTRICTED STOCK UNITS
	Restricted Stock and Restricted Stock Units may be awarded on either a discretionary or performance-based method.

(a) Discretionary. With respect to discretionary Awards of Restricted Stock and Restricted Stock Units, the Committee shall:

(i)	Select Participants to whom Awards will be made;
(ii)	Subject to the otherwise applicable Plan limits, determine the number of shares of Restricted Stock or the number of Restricted Stock Units to be awarded to a Participant;
(iii)	Determine the length of the restricted period, which shall be no less than four years;
(iv)	Determine the purchase price, if any, to be paid by the Participant for Restricted Stock or Restricted Stock Units;
(v)	Determine whether Restricted Stock Unit Awards will be settled in shares of Common Stock, cash or a combination thereof; and
(vi)	Determine any restrictions other than those set forth in this Section.

(b) Performance-Based. With respect to Awards of performance-based Restricted Stock and Restricted Stock Units, the intent is to grant such Awards so as to satisfy the requirements for “qualified performance-based compensation” under Code Section 162(m). Performance-based Awards are subject to the following:

(i)	The Committee has exclusive authority to determine which Participants may be awarded performance-based Restricted Stock and Restricted Stock Units and whether any Restricted Stock Unit Awards will be settled in shares of Common Stock, cash, or a combination thereof.
(ii)	In order for any Participant to be awarded Restricted Stock or Restricted Stock Units for a Performance Period (defined below), the net earnings from continuing operations excluding items identified and disclosed by the Company as non-recurring or special costs and after taxes (“Net Earnings”) of the Company for such Performance Period must be greater than zero.
(iii)	At the end of the Performance Period, if the Committee determines that the requirement of Section 8(b)(ii) has been met, each Participant eligible for a performance-based Award shall be deemed to have earned an Award equal in value to the Maximum Amount, or such lesser amount as the Committee shall determine in its discretion to be appropriate. The Committee may base this determination on performance-based criteria and in no case shall this have the effect of increasing an Award payable to any other Participant. For purposes of computing the value of Awards, each Restricted Stock or Restricted Stock Unit shall be deemed to have a value equivalent to the Fair Market Value of one share of Common Stock on the date the Award is granted.
(iv)	In addition to the limitation on the number of shares of Common Stock available for Awards under section 5(b) hereof, in no event shall the total value of the performance-based Restricted Stock or Restricted Stock Unit Award granted to any Participant for any one Performance Period exceed 0.5 percent of the Company’s Net Earnings for that Performance Period (such amount is the “Maximum Amount”).
(v)	The Committee shall determine the length of the restricted period which, subject to Sections 11 and 12, shall be no less than four years.
(vi)	“Performance Period” means a fiscal year of the Company, or such other period as the Committee may from time to time establish.

Subject to the restrictions set forth in this Section, each Participant who receives Restricted Stock shall have certain rights as a stockholder with respect to such shares, as set forth in the applicable Award Agreement.

Each Participant who is awarded Restricted Stock Units that are settled in shares of Common Stock shall be eligible to receive, at the expiration of the applicable restricted period (or such later time as provided herein), one share of Common Stock for each Restricted Stock Unit awarded, and the Company shall issue to each such Participant that number of shares of Common Stock. Each Participant who is awarded Restricted Stock Units that are settled in cash shall receive an amount equal to the Fair Market Value of a share of Common Stock on the date the applicable restricted period ends, multiplied by the number of Units awarded. 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 (if applicable); provided, however, that as of the first day of each quarter, during the applicable restricted period for all Restricted Stock Units awarded hereunder, the Company may credit 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.

Notwithstanding any provisions of this Section or the Plan to the contrary, any dividends or other distributions paid on Restricted Stock, or any dividend equivalents or other distributions credited in respect to Restricted Stock Units, shall be distributed (in either cash or shares of Common Stock, with or without interest or other earnings, as provided in the Award agreement at the discretion of the Committee) to the Participant only if, when, and to the extent the restrictions imposed on the attendant Restricted Stock or Restricted Stock Units lapse, and in an amount equal to the sum of all quarterly dividends and other distributions paid by the Company during the applicable restricted period on the equivalent number of shares of Common Stock which become unrestricted. Such dividends, dividend equivalents, or other distributions shall be payable at the same time as the attendant Restricted Stock or Restricted Stock Units to which they relate, as provided under the applicable terms of the Plan and relevant Award Agreements. Dividends, dividend equivalents, and other distributions that are not so vested shall be forfeited.

The Committee may in its discretion permit a Participant to defer receipt of any Common Stock or cash issuable upon the lapse of any restriction of Restricted Stock or Restricted Stock Units, subject to such rules and procedures as it may establish. In particular, the Committee shall establish rules relating to such deferrals intended to comply with the requirements of Code section 409A, including without limitation, the time when a deferral election can be made, the period of the deferral, and the events that would result in payment of the deferred amount.

9. PERFORMANCE AWARDS

(a)	Grant. The Committee may grant Performance Awards which may be denominated in shares of Common Stock (“Performance Share Units”) or notionally represented by a monetary value, and which may be settled in shares of Common Stock, paid in cash, or a combination thereof (“Performance Units”).
(b)	Performance Goal. In order for any Participant to be granted a Performance Award for a Performance Period (defined below), the net earnings from continuing operations excluding items identified and disclosed by the Company as non-recurring or special costs and after taxes (“Net Earnings”) of the Company for such Performance Period must be greater than zero.
(c)	Grant Size. At the end of the Performance Period, if the Committee determines that the requirement of Section 9(b) has been met, each Participant eligible for a Performance Award shall be deemed to be granted an Award equal in value to the Maximum Amount, or such lesser amount as the Committee determines in its discretion to be appropriate. The Committee may base this determination on additional performance-based criteria and in no case shall this have the effect of increasing an Award payable to any other Participant. For purposes of computing the grant value of Awards, each Performance Award denominated in shares of Common Stock (whether or not share settled) shall be deemed to have a value equivalent to the Fair Market Value of one share of Common Stock on the date the Award is granted.
(d)	Additional Performance Conditions and Vesting. Awards granted under this Section 9 shall be subject to such other terms and conditions as the Committee, in its discretion, imposes in the relevant Award Agreement. These conditions may include service and/or performance requirements and goals over periods of one or more years that could result in the future forfeiture of all or part of the Performance Award granted hereunder in the event of the Participant’s termination of employment with the Company prior to the expiration of any service conditions, and/or said performance criteria or other conditions are not met in whole or in part within the designated period of time. This designated period of time shall be referred to as the “Additional Performance Period”. Except as provided in Sections 11(b), (c) and 12(c), Performance Awards shall not be paid other than on the date specified in the relevant Award Agreement after the end of the Additional Performance Period.
(e)	Maximum Amount. In addition to the limitation on the dollar value of Performance Awards and the number of shares of Common Stock available for Awards under Section 5(b), in no event shall the total value of a Performance Award granted to any Participant for any one Performance Period exceed 0.5 percent of the Company’s Net Earnings for that Performance Period (such amount is the “Maximum Amount”).
(f)	Performance Period. “Performance Period” means the period as the Committee may from time to time establish.
(g)	Dividend Equivalents and Voting. At the discretion of the Committee, Performance Share Units may be credited with amounts 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. Notwithstanding the previous sentence, any dividend equivalents or other distributions so credited shall be distributed (in either cash or shares of Common Stock, with or without interest or other earnings, as provided in the Award Agreement at the discretion of the Committee) to the Participant only if, when, and to the extent the conditions imposed on the attendant Performance Share Units are satisfied, and in an amount equal to the sum of all quarterly dividends and other distributions paid by the Company during the relevant Performance Period and/or Additional Performance Period on the equivalent number of shares of Common Stock which become payable. Such dividend equivalents or other distributions shall be payable at the same time as the attendant Performance Share Units to which they relate, as provided under the applicable terms of the Plan and Award Agreement. Dividend equivalents and other distributions that are not so vested shall be forfeited. Dividend equivalents shall not be credited in respect to Performance Units. Participants who receive either Performance Share Units or Performance Units shall have no rights as stockholders and in particular shall have no voting rights.

	The Committee may in its discretion permit a Participant to defer receipt of any Common Stock or cash issuable under a Performance Award subject to such rules and procedures as it may establish. In particular, the Committee shall establish rules relating to such deferrals intended to comply with the requirements of Code section 409A, including without limitation, the time when a deferral election can be made, the period of the deferral, and the events that would result in payment of the deferred amount.
10.	TAXES
	The Company has the right to withhold amounts from Awards to satisfy tax obligations as it deems appropriate. Whenever the Company issues Common Stock under the Plan, unless it decides to satisfy the withholding obligations through additional withholding on salary or other wages, it may require the recipient to remit to the Company an amount sufficient to satisfy any Federal, state, local or foreign tax withholding requirements prior to the delivery of such Common Stock, or the Company may in its discretion withhold from the shares to be delivered shares sufficient to satisfy all or a portion of such tax withholding requirements.

11. CHANGE OF CONTROL

(a) Each of the following (i) through (iv) constitutes a “Change of Control”:

(i)	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 (i), the following acquisitions shall not be deemed to result in a Change of Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a transaction that complies with clauses (A), (B) and (C) of subsection (iii) 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 (A) or (B) 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
(ii)	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 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 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
(iii)	Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”); excluding however, such a Business Combination pursuant to which (A) 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 which 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 Company Securities, (B) no Person (excluding any corporation resulting from such Business Combination or 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 (C) 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
(iv)	Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(b) If, within two years after a Change of Control a Participant experiences an involuntary separation from service initiated by the Company for reasons other than “cause” (for this purpose cause shall have the same meaning as that term has in Section 4.2(b)(ii) of Plan B of the General Mills Separation Pay and Benefits Program for Officers), or a separation from service for “good reason” actually entitling the employee to certain separation benefits under Section 4.2(a)(ii) of Plan B of the General Mills Separation Pay and Benefits Program for Officers, the following applies:

(i)	All of his or her outstanding Stock Options and Stock Appreciation Rights shall fully vest immediately and remain exercisable for the one-year period beginning on the date of his or her separation from service.
(ii)	All shares of Restricted Stock and Restricted Stock Units shall fully vest and be settled immediately (subject to a proper deferral election made with respect to the Award).
(iii)	All Performance Awards shall fully vest immediately and shall be considered to be earned in full “at target” as if the applicable performance goals established for the Additional Performance Period have been achieved, and paid immediately (subject to a proper deferral election made with respect to the Award).

(iv) If Awards are replaced pursuant to subsection (d) below, the protections and rights granted under this subsection (b) shall transfer and apply to such replacement awards.

Notwithstanding the above, any Restricted Stock Units or Performance Awards subject to Section 409A (not subject to a proper deferral election) shall be settled on the Participant’s separation from service (within the meaning of Section 409A) or in the case of a Participant who is a “specified employee” (within the meaning of Section 409A) on the first day of the seventh month following the month of the Participant’s separation from service.

(c) If, in the event of a Change of Control, and to the extent outstanding Awards are not assumed by a successor corporation (or affiliate thereto) or other successor entity or person, or replaced with an award or grant that, solely in the discretionary judgment of the Committee preserves the existing value of Outstanding Awards at the time of the Change of Control, then, by action of the Committee, the following shall occur:

(i)	Subject to the other provisions of this subsection (c), All Stock Options and Stock Appreciation Rights shall vest and become exercisable immediately upon the Change of Control event.
(ii)	The restrictions on all shares of Restricted Stock shall lapse and Restricted Stock Units shall vest immediately.
(iii)	All Performance Awards shall fully vest immediately and shall be considered to be earned in full “at target” as if the applicable performance goals established for the Additional Performance Period have been achieved.
(iv)	If the Change of Control constitutes a “change in control” event as described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v), Participants’ Restricted Stock Units and Performance Awards shall be settled and paid upon the Change of Control.
(v)	If the Change of Control does not constitute a “change in control” event as described in IRS regulations or other guidance under Code section 409A(a)(2)(A)(v), Restricted Stock Units and Performance Awards that are not Section 409A Restricted Stock Units and/or not otherwise subject to Section 409A, and on which a deferral election was not made, shall be settled and paid upon the Change of Control. However, the Section 409A Restricted Stock Units, Performance Awards otherwise subject to Section 409A, or such Awards for which a proper deferral election was made, shall be settled in cash equal to either the Award’s Fair Market Value at the time of the Change of Control, or its monetary value provided for above in (iii), as applicable, plus interest at a rate of Prime plus 1% from the Change of Control to the date of payment, which shall be the time the original restriction period would have closed, the Performance Award would have been originally payable, or the date elected pursuant to the proper deferral election, as applicable.

In the discretion of the Committee and notwithstanding subsection (c)(i) above or any other Plan provision, outstanding Stock Options and Stock Appreciation Rights (both exercisable and unexercisable) may be cancelled at the time of the Change of Control in exchange for cash, property, or a combination thereof that is determined by the Committee to be at least equal to the excess (if any) of the value of the consideration that would be received in such Change of Control by the holders of Common Stock, over the exercise price for such Awards. For purposes of clarification, by operation of this provision Stock Options and Stock Appreciation Rights that would not yield a gain at the time of the Change of Control under the aforementioned equation are subject to cancellation without consideration. Furthermore, the Committee is under no obligation to treat Awards and/or Participants uniformly and has the discretionary authority to treat Awards and Participants disparately.

(d)

If in the event of a Change of Control and to the extent outstanding Awards are assumed by any successor corporation, affiliate thereof, person or other entity, or are replaced with awards that, solely in the discretionary judgment of the Committee preserve the existing value of outstanding Awards at the time of the Change of Control and provide for vesting payout terms, and performance goals, as applicable, that are at least as favorable to Participants as vesting, payout terms and Performance Goals applicable to Awards, then all such Awards or such substitutes thereof shall remain outstanding and be governed by their respective terms.

(e)

With respect to any outstanding Awards as of the date of any Change of Control which require the deposit of owned Common Stock as a condition to obtaining rights, the deposit requirement shall be terminated as of the date of the Change of Control.

12. TERMINATION OF EMPLOYMENT

(a) Resignation or Termination for Cause. If the Participant’s employment by the Company is terminated by either

(i)	the voluntary resignation of the Participant, or
(ii)	a Company discharge due to Participant’s illegal activities, poor work performance, misconduct or violation of the Company’s Code of Conduct, policies or practices,

then the Participant’s Stock Options and Stock Appreciation Rights shall terminate three months after such termination (but in no event beyond the original full term of the Stock Options or Stock Appreciation Rights) and no Stock Options or Stock Appreciation Rights shall become exercisable after such termination, and all shares of Restricted Stock, Restricted Stock Units which are subject to restriction on the date of termination, and all outstanding Performance Awards, shall be cancelled and forfeited.

(b) Other Termination. If the Participant’s employment by the Company terminates involuntarily at the initiation of the Company for any reason other than specified in Sections 11, 12 (a), (d) or (e), the following rules shall apply:

(i)

In the event that, at the time of such involuntary termination, the sum of the Participant’s age and years of service with the Company equals or exceeds 70, (A) the Participant’s outstanding Stock Options and Stock Appreciation Rights shall continue to become exercisable according to the schedule established at the time of grant unless otherwise provided in the applicable Award Agreement; (B) the restriction on all shares of Restricted Stock shall lapse and Restricted Stock Units shall vest and be paid (or deferred, as appropriate) immediately; and (C) any Performance Awards remaining outstanding during the Additional Performance Period shall fully vest and be payable according to the original terms of the Award with a value, if any, that otherwise would be earned under the applicable performance goals originally established under the Award Agreement based on actual performance (subject to a proper deferral election). Stock Options and Stock Appreciation Rights shall remain exercisable for the remaining full term of such Awards.

(ii)

In the event that, at the time of such involuntary termination, the sum of the Participant’s age and years of service with the Company is less than 70, (A) the Participant’s outstanding unexercisable Stock Options and Stock Appreciation Rights, and unvested Restricted Stock and Restricted Stock Units, shall become exercisable or vest and paid or deferred immediately, as the case may be, 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 Stock Options and Stock Appreciation Rights, and Stock Options and Stock Appreciation Rights 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 Stock Option and/or Stock Appreciation Right; and (B) the Participant’s Performance Awards remaining outstanding during the Additional Performance Period shall be payable according to the original terms of the Award with a value, if any, that otherwise would be earned under the applicable performance goals originally established under the Award Agreement based on actual performance, and shall vest at the end of the relevant Additional Performance Period in a pro-rata amount based on the full months of employment completed during the relevant Additional Performance Period originally established in the Award Agreement through the date of termination. All other Stock Options, Stock Appreciation Rights, shares of Restricted Stock, Restricted Stock Units and Performance Awards shall be forfeited as of the date of termination. Provided, however, that if the Participant is a Company Senior Vice President or above, the Participant’s outstanding Stock Options and Stock Appreciation Rights 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 Stock Options and Stock Appreciation Rights 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 Stock Option or Stock Appreciation Right; all shares of Restricted Stock and Restricted Stock Units shall fully vest as of the date of termination and be paid or deferred immediately; and any outstanding Performance Awards shall fully vest and be payable according to the original terms of the Award with a value, if any, that otherwise would be earned under the applicable performance goals originally established in the Award Agreement (subject to a proper deferral election).

Notwithstanding the foregoing, any Section 409A Restricted Stock Units that vest under this Section 12(b) shall be paid on the Participant’s separation from service (within the meaning of Code section 409A), or in the case of a Participant who is a specified employee (within the meaning of Code section 409A) shall be paid on the first day of the seventh month following the month of separation from service.

(c) Death. If a Participant dies while employed by the Company, any Stock Option or Stock Appreciation Right previously granted under this Plan shall fully vest and become exercisable upon death and may be exercised by the person designated as such Participant’s beneficiary or beneficiaries or, in the absence of such designation, by the Participant’s estate. Stock Options and Stock Appreciation Rights shall remain exercisable for the remaining full term of such Awards. A Participant who dies while employed by the Company during any applicable restricted period shall fully vest in such shares of Restricted Stock or Restricted Stock Units, effective as of the date of death, and such shares or cash shall be paid as of the first day of the month following death to the designated beneficiary or beneficiaries. If a Participant dies while employed by the Company during an Additional Performance Period, all Performance Awards shall fully vest and shall be considered to be earned in full “at target” as if the applicable performance goals have been achieved, and paid on the first day of the month following death to the designated beneficiary or beneficiaries.

(d)	Retirement. The Committee shall determine, at the time of grant, the treatment of Awards upon the retirement of the Participant. Unless other terms are specified in the original Award, if the termination of employment is due to a Participant’s retirement on or after age 55 and completion of five years of eligibility service under the General Mills Pension Plan, the Participant may, effective as of the date of employment termination as a retiree, exercise a Stock Option or Stock Appreciation Right pursuant to the original terms and conditions of such Awards; shall fully vest in, and be paid or have deferred, all shares of Restricted Stock or shares or cash attributable to Restricted Stock Units; and all Performance Awards shall fully vest and be payable according to the original terms of the Award with a value, if any, that otherwise would be earned under the applicable performance goals originally established in the Award Agreement based on actual performance (subject to a proper deferral election made with respect to the Award). However, the Restricted Stock Units without a proper deferral election that vest under this Section 12(d) shall be payable on the Participant’s separation from service (within the meaning of Section 409A) or in the case of a Participant who is a specified employee (within the meaning of Section 409A) shall be paid on the first day of the seventh month following the month of separation from service.
	A Restricted Stock Unit that could vest upon retirement under this Section 12(d) at any time within the Award’s restricted period shall be referred to as a “Section 409A Restricted Stock Unit”.
	Notwithstanding the above, the terms of this Section 12(d) shall not apply to a Participant who, prior to a Change of Control, is terminated for cause as described in Section 12(a)(ii); said Participant shall be treated as provided in Section 12(a).
(e)	Spin-offs and Other Divestitures. If the termination of employment is due to the divestiture, cessation, transfer, or spin-off of a line of business or other activity of the Company, the Committee, in its sole discretion, shall determine the conversion, vesting, or other treatment of all outstanding Awards under the Plan. Such treatment shall be consistent with Section 409A, and in particular will take into account whether a separation from service has occurred within the meaning of Section 409A.

13. ADMINISTRATION OF THE PLAN

(a)	Administration. The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with this Section.
(b)	Selection of Committee. The Committee shall be selected by the Board, and shall consist of two or more outside, disinterested members of the Board who, in the judgment of the Board, are qualified to administer the Plan as contemplated by Rule 16b-3 of the Securities and Exchange Act of 1934 (or any successor rule), Code section 162(m) and the regulations thereunder (or any successors thereto), and any rules and regulations of a stock exchange on which Common Stock is traded.
(c)	Powers of Committee. The authority to manage and control the operations and administration of the Plan shall be vested in the Committee, subject to the following:

(i)	Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the eligible Company employees those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares or amounts covered by the Awards, to establish the terms, conditions, performance criteria, performance period, restrictions, and other provisions of such Awards, to specify that the Participant’s rights, payments, and benefits with respect to Awards shall be subject to adjustment, reduction, cancellation, forfeiture, [or recoupment] under certain circumstances, and (subject to the restrictions imposed by Section 14) to cancel or suspend Awards. In making such determinations, the Committee may take into account the nature of services rendered by the individual, the individual’s present and potential contribution to the Company’s success and such other factors as the Committee deems relevant. Such terms and conditions may be evidenced by an agreement (“Award Agreement”), which need not require execution by the Participant, in which case acceptance of the Award shall constitute agreement by the Participant with all its terms, conditions, limitations and forfeiture provisions.
(ii)	The Committee will have the authority and discretion to establish terms and conditions of Awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.
(iii)	The Committee will have the authority and discretion to interpret the Plan and Award Agreements, to establish, modify, and rescind any rules relating to the Plan, to determine the terms and provisions of any Award Agreements made pursuant to the Plan, to correct any technical defect(s) or omission(s) in connection with the Plan or Award Agreement, reconcile any technical inconsistencies in connection with the Plan or Award Agreement, and to make all other determinations that may be necessary or advisable for the administration of the Plan.

(iv)	Any interpretation of the Plan or Award Agreements by the Committee and any decision made by it under the Plan or Award Agreements is final and binding.
(v)	The Committee will have exclusive authority and discretion to decide how outstanding Awards will be treated, and is empowered to make all elections among possible options, consistent with Sections 11(c) and (d).

(d)

Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.

(e)

Designation of Beneficiary. Each Participant to whom an Award has been made under the Plan may designate a beneficiary or beneficiaries to exercise any Award or to receive any payment which under the terms of the Plan and the relevant Award Agreement may become exercisable or payable on or after the Participant’s death. At any time, and from time to time, any such designation may be changed or cancelled by the Participant without the consent of any such beneficiary. Any such designation, change or cancellation must be on a form provided for that purpose by the Committee and shall not be effective until received by the Committee. If no beneficiary has been designated by a deceased Participant, or if the designated beneficiaries have predeceased the Participant, the beneficiary shall be the Participant’s estate. If the Participant designates more than one beneficiary, any payments under the Plan to such beneficiaries shall be made in equal shares unless the Participant has expressly designated otherwise, in which case the payments shall be made in the shares designated by the Participant.

14.	AMENDMENTS OF THE PLAN
	The Committee may from time to time prescribe, amend and rescind rules relating to the Plan. Subject to the approval of the Board of Directors, where required, the Committee may at any time terminate, amend, 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 which would:

(a)	except as provided in Section 5(c), materially increase the number of shares which may be issued under the Plan;
(b)	permit granting of Stock Options or Stock Appreciation Rights at less than Fair Market Value;
(c)	except as provided in Section 5(c), permit the repricing of outstanding Stock Options or Stock Appreciation Rights; or
(d)	amend the individual limits on awards set forth in Section 5(b) which may be granted to any single Participant.

	No termination, modification, suspension, or amendment of the Plan shall alter or impair the rights of any Participant pursuant to an outstanding Award, in any material respect, without the consent of the Participant. There is no obligation for uniformity of treatment of Participants or Awards 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.	TRANSFERABILITY OF AWARDS
	Except as otherwise provided by rules of the Committee, no Stock Options or Stock Appreciation Right 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, and such Stock Options or Stock Appreciation Right shall be exercised during the Participant’s lifetime only by the Participant or his or her guardian or legal representative. Except as otherwise provided in Sections 8 or 9, no shares of Restricted Stock, no Restricted Stock Units and no Performance Awards shall be sold, exchanged, transferred, pledged or otherwise disposed of during the restricted period.
17.	NON-ALIENATION OF RIGHTS AND BENEFITS.
	Subject to Section 16 and the rights of the Company established under the Plan’s terms, no right or benefit under the Plan shall be subject to alienation, sale, assignment, pledge, or encumbrance and any attempt to do so shall be void. No right or benefit under the Plan be subject to the debts, contracts, liabilities or torts of the person entitled to such rights or benefits.
18.	LIMITATION OF LIABILITY OR OBLIGATION OF THE COMPANY.
	Nothing in the Plan shall be construed

(a) to give any employee of the Company any right to be granted any Award other than at the sole discretion of the Committee;

(b)	to give any Participant any rights whatsoever with respect to shares of Common Stock except as specifically provided in the Plan;
(c)	to limit in any way the right of the Company or any Subsidiary to terminate, change or modify, with or without cause, the employment of any Participant at any time; or
(d)	to be evidence of any agreement or understanding, express or implied, that the Company or any Subsidiary will employ any Participant in any particular position at any particular rate of compensation or for any particular period of time.
Payments and other benefits received by a Participant under an Award shall not be deemed part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company or any Subsidiary, unless expressly so provided by such other plan, contract or arrangement.

19.	NO LOANS
	The Company shall not lend money to any Participant to finance a transaction under this Plan.
20.	NOTICES
	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:

Attention: Corporate Compensation
General Mills, Inc.
Number One General Mills Boulevard
Minneapolis, MN 55426

21.

RECOGNITION AWARDS

Notwithstanding any other provision of the Plan to the contrary, the Committee is given the discretionary authority to award up to a total of 10,000 unrestricted shares of Common Stock during each calendar year to selected employees as a bonus or reward (“Recognition Awards”). Under this paragraph no employee shall receive over 100 shares of Common Stock as Recognition Awards over the duration of the Plan’s term.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

September 23, 2009

Contacts: (Analysts) Kris Wenker (763) 764-2607
(Media) Kirstie Foster (763) 764-6364

GENERAL MILLS REPORTS STRONG RESULTS FOR FISCAL 2010 FIRST QUARTER
Company Raises Full-year EPS Guidance by 20 Cents per Share

          MINNEAPOLIS, MINN.—General Mills (NYSE: GIS) today reported strong results for the first quarter of fiscal 2010.

Fiscal 2010 First Quarter Financial Highlights

• Net Sales Increased to $3.52 Billion, Led by 6 Percent Growth in U.S. Retail Sales

• Segment Operating Profit Increased 21 Percent to $768 million.

• Earnings per Share Grew at a Strong Double-digit Rate to $1.25

• Excluding Certain Items Affecting Comparability , Earnings per Share Grew 33 Percent to $1.28, Exceeding the Consensus of Analyst Estimates

Net sales for the 13 weeks ended Aug. 30, 2009, grew 1 percent to $3.52 billion, led by 6 percent growth in U.S. Retail net sales. The comparison was difficult, as the company’s net sales grew 14 percent in last year’s first quarter. Foreign currency translation reduced 2010 first-quarter sales growth by 2 percentage points. Pound volume matched year-ago levels, reflecting the loss of 2 points of growth from divested product lines.

     Gross margin for the quarter increased at a double-digit rate, reflecting strong operating performance in the company’s manufacturing facilities as well as recovery from depressed year-ago margin levels. The company increased its consumer marketing investment during the period, including a 16 percent increase in advertising and media expense. Segment operating profit grew 21 percent to $768 million. First-quarter net earnings totaled $421 million after a net reduction related to mark-to-market valuation of certain commodity positions (this non-cash item is discussed below in the section titled Corporate Items). Diluted earnings per share (EPS) totaled $1.25, up 58 percent from 79 cents per share in last year’s first quarter. Excluding mark-to-market impact in both years, earnings per share would total $1.28 for the first quarter of 2010, up 33 percent from 96 cents per share in the period last year.

     Chairman and Chief Executive Officer Ken Powell said, “We’re very pleased with this start to the year. We’re seeing continuing strong consumer demand for our products. These good sales levels, combined with the effects of our companywide focus on holistic margin management (HMM), are driving terrific operating performance in our manufacturing plants. In addition, our commodity and fuel costs for the quarter were below year-ago levels, helping us to recover margin that was lost in the same quarter last year. These factors drove first-quarter earnings growth that was well ahead of our expectations. As a result we’ve raised our EPS targets for the full year.”

U.S. Retail Segment Results

First quarter net sales for General Mills’ U.S. Retail segment rose 6 percent to reach $2.42 billion, reflecting good growth on top of year-ago sales that increased 13 percent. Pound volume contributed 2 points of the growth, including a 1 point reduction from the Pop Secret popcorn line divested last year.

Operating profits grew 21 percent to reach $637 million, including a 19 percent increase in advertising and media expense for the period.

          Net sales for Big G cereals grew 9 percent in the quarter, led by Multigrain Cheerios, Fiber One, Trix, Cinnamon Toast Crunch, and new gluten-free Chex varieties. The Meals division recorded a 4 percent net sales increase, including gains from Hamburger Helper and Macaroni Grill dinner mixes, Old El Paso Mexican products, and Green Giant frozen vegetables. Pillsbury net sales grew 12 percent with good performance by Totino’s Pizza Rolls, Pillsbury refrigerated cookie dough and Pillsbury Toaster Strudel. Net sales for Yoplait grew 4 percent, reflecting continued growth for Yoplait Light yogurt and introductory shipments of Yoplait Delights yogurt parfaits and YoPlus Light probiotic yogurt. Snacks net sales, led by Nature Valley grain snacks and Fiber One bars, increased 1 percent despite the loss of 7 points of growth from the Pop Secret divestiture. Net sales for Baking Products rose 3 percent, with gains by Betty Crocker dessert mixes including new gluten-free items. Net sales for the company’s Small Planet Foods organic and natural business were down 5 percent.

International Segment Results

First-quarter net sales for General Mills’ consolidated international businesses declined 4 percent to $662 million, as foreign currency exchange reduced net sales growth by 9 percentage points. Pound volume reduced net sales growth by 1 percentage point, including a 2 point decline from divested product lines. International segment operating profits declined 13 percent to $70 million, due to negative foreign currency translation and transaction effects.

Foodservice Segment Results

First-quarter net sales for the Foodservice segment declined 16 percent to $433 million, reflecting the absence of divested product lines and the impact of indexed bakery flour prices that were below year-ago levels. Pound volume reduced net sales growth by 10 percentage points, reflecting a 10 point reduction from divested product lines. Segment operating profits more than doubled to $61 million, reflecting favorable sales mix, manufacturing and logistics efficiencies, and commodity and fuel costs that were below year-ago levels.

Joint Venture Summary

After-tax earnings from joint ventures totaled $24 million in the first quarter of 2010. This was below year-ago levels, reflecting negative foreign exchange impact and lower volume. Net sales for Cereal Partners Worldwide (CPW) declined 7 percent. Pound volume was 1 percent below the prior year, and foreign exchange also reduced net sales growth. Net sales for Haagen Dazs Japan declined 12 percent. Foreign currency exchange contributed to net sales, but volume was below prior year levels, reflecting weak market conditions.

Corporate Items

Corporate unallocated expense totaled $76 million in the first quarter, down from $159 million in last year’s first quarter. This primarily reflects differences in the mark-to-market valuation of certain commodity positions. These mark-to-market effects were a net reduction of $15 million in the first quarter of 2010 compared to a net reduction of $91 million in the year-ago period.

          Restructuring, impairment and other exit items totaled $1 million of income in the first quarter of 2010, compared to $3 million of expense in the period a year ago. Net interest expense of $92 million was up 6 percent, primarily reflecting last year’s shift in the company’s debt mix to longer-term notes and bonds. Total debt of $7.18 billion was slightly below prior-year levels. The effective tax rate for the quarter was 33.8 percent, consistent with the company’s estimated full-year rate.

Cash Flow Items

General Mills operating activities generated $275 million of cash in the first quarter of 2010, up 22 percent from $226 million the same period last year. Capital expenditures during the quarter totaled $126 million compared to $129 million a year ago. Dividends grew 6 percent to $156 million. During the quarter, General Mills repurchased 4 million of the company’s common shares at an average price of $54.87 per share. Average diluted shares outstanding for the quarter declined 4 percent to 336 million.

Fiscal 2010 Outlook

Powell said, “Over the past several years, we’ve focused intently on a business model that uses supply chain productivity, sales mix management, and other cost savings efforts to protect our margins from the pressure of rising input costs. This helps us limit price increases and also allows us to direct significant resources back into our business, in the form of ongoing product innovation and increased consumer marketing support. This reinvestment fuels continuing strong sales trends for our brands, which offer consumers high quality, nutritious and convenient foods at very good values. That’s helping us drive growth for our food categories in markets around the world. This model is working well, it’s sustainable, and so we’re sticking with it.”

          General Mills said that it plans to invest some of its first-quarter earnings growth in additional 2010 consumer marketing programs. The company also raised its 2010 full-year EPS guidance to a range of $4.40 to $4.45 per share excluding any impact from mark-to-market effects. Previously, the company’s 2010 EPS guidance had been a range of $4.20 to $4.25 per share excluding any mark-to-market impact. The new EPS guidance for 2010 represents growth of 11 to 12 percent from comparable earnings of $3.98 in fiscal 2009.

General Mills will hold a briefing for investors today, September 23, 2009, beginning at 8:30 a.m. Eastern Time. You may access the web cast from General Mills’ internet home page: www.generalmills.com.

Earnings per share excluding items, total company segment operating profit, earnings excluding items expressed as a percent of sales, and international sales excluding foreign currency translation effects are each non-GAAP measures. Reconciliations of these measures to their relevant GAAP measures appear in Note 7 to the attached consolidated financial statements.

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on our current expectations and assumptions. These forward-looking statements, including the statements under the caption “Fiscal 2010 Outlook” and statements made by Mr. Powell, are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements. In particular, our predictions about future net sales and earnings could be affected by a variety of factors, including: competitive dynamics in the consumer foods industry and the markets for our products, including new product introductions, advertising activities, pricing actions, and promotional activities of our competitors; economic conditions, including changes in inflation rates, interest rates, tax rates, or the availability of capital; product development and innovation; consumer acceptance of new products and product improvements; consumer reaction to pricing actions and changes in promotion levels; acquisitions or dispositions of businesses or assets; changes in capital structure; changes in laws and regulations, including labeling and advertising regulations; impairments in the carrying value of goodwill, other intangible assets, or other long-lived assets, or changes in the useful lives of other intangible assets; changes in accounting standards and the impact of significant accounting estimates; product quality and safety issues, including recalls and product liability; changes in consumer demand for our products; effectiveness of advertising, marketing, and promotional programs; changes in consumer behavior, trends, and preferences, including weight loss trends; consumer perception of health-related issues, including obesity; consolidation in the retail environment; changes in purchasing and inventory levels of significant customers; fluctuations in the cost and availability of supply chain resources, including raw materials, packaging, and energy; disruptions or inefficiencies in the supply chain; volatility in the market value of derivatives used to manage price risk for certain commodities; benefit plan expenses due to changes in plan asset values and discount rates used to determine plan liabilities; failure of our information technology systems; resolution of uncertain income tax matters; foreign economic conditions, including currency rate fluctuations; and political unrest in foreign markets and economic uncertainty due to terrorism or war. The company undertakes no obligation to publicly revise any forward-looking statement to reflect any future events or circumstances.

GENERAL MILLS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS AND SUPPLEMENTARY INFORMATION
(Unaudited) (In Millions, Except per Share Data)

	Quarter Ended
	Aug. 30,			Aug. 24,
	2009			2008		% Change
Net sales	$	3,518.8		$	3,497.3		0.6	%
Cost of sales		2,060.1			2,305.6		(10.6	%)
Selling, general, and administrative expenses		766.6			718.0		6.8	%
Restructuring, impairment, and other exit costs (income)		(0.8	)		2.7	NM
Operating profit		692.9			471.0		47.1	%
Interest, net		91.9			86.6		6.1	%
Earnings before income taxes and after-tax earnings from joint ventures		601.0			384.4		56.3	%
Income taxes		203.2			133.2		52.6	%
After-tax earnings from joint ventures		24.2			30.8		(21.4	%)
Net earnings, including earnings attributable to noncontrolling interests		422.0			282.0		49.6	%
Net earnings attributable to noncontrolling interests		1.4			3.5		(60.0	%)
Net earnings	$	420.6		$	278.5		51.0	%
Earnings per share — basic	$	1.29		$	0.83		55.4	%
Earnings per share — diluted	$	1.25		$	0.79		58.2	%
Dividends per share	$	0.47		$	0.43		9.3	%

	Quarter Ended
	Aug. 30,			Aug. 24,			Basis Pt
	2009			2008			Change
Comparisons as a % of net sales:
Gross margin		41.5	%		34.1	%		740
Selling, general, and administrative expenses		21.8	%		20.5	%		130
Operating profit		19.7	%		13.5	%		620
Net earnings		12.0	%		8.0	%		400

	Quarter Ended
	Aug. 30,			Aug. 24,			Basis Pt
	2009			2008			Change
Comparisons as a % of net sales excluding mark-to-market effects (a):
Gross margin		41.9	%		36.7	%		520
Operating profit		20.1	%		16.1	%		400
Net earnings		12.3	%		9.6	%		270

(a)	See Note 7 for a reconciliation of these measures not defined by generally accepted accounting principles (GAAP).
See accompanying notes to consolidated financial statements.

GENERAL MILLS, INC. AND SUBSIDIARIES
OPERATING SEGMENT RESULTS AND SUPPLEMENTARY INFORMATION
(Unaudited) (In Millions)

	Quarter Ended
	Aug. 30,			Aug. 24,
	2009			2008		% Change
Net sales:
U.S. Retail	$	2,423.8		$	2,290.3		5.8	%
International		661.7			690.1		(4.1	%)
Bakeries and Foodservice		433.3			516.9		(16.2	%)
Total	$	3,518.8		$	3,497.3		0.6	%
Operating profit:
U.S. Retail	$	636.7		$	526.3		21.0	%
International		69.7			79.9		(12.8	%)
Bakeries and Foodservice		61.2			26.7		129.2	%
Total segment operating profit		767.6			632.9		21.3	%
Unallocated corporate expense		75.5			159.2		(52.6	%)
Restructuring, impairment, and other exit costs (income)		(0.8	)		2.7	NM
Operating profit	$	692.9		$	471.0		47.1	%

	Quarter Ended
	Aug. 30,			Aug. 24,			Basis Pt
	2009			2008			Change
Segment operating profit as a % of net sales:
U.S. Retail		26.3	%		23.0	%		330
International		10.5	%		11.6	%		(110	)
Bakeries and Foodservice		14.1	%		5.2	%		890
Total segment operating profit		21.8	%		18.1	%		370

See accompanying notes to consolidated financial statements.

GENERAL MILLS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Millions, Except Par Value)

	Aug. 30,			Aug. 24,			May 31,
	2009			2008			2009
	(Unaudited)			(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	711.6		$	654.9		$	749.8
Receivables		1,139.0			1,166.7			953.4
Inventories		1,645.7			1,600.7			1,346.8
Deferred income taxes		1.4			—			15.6
Prepaid expenses and other current assets		375.8			403.9			469.3
Total current assets		3,873.5			3,826.2			3,534.9
Land, buildings, and equipment		2,992.1			3,052.0			3,034.9
Goodwill		6,668.9			6,792.9			6,663.0
Other intangible assets		3,749.9			3,745.3			3,747.0
Other assets		905.7			1,745.6			895.0
Total assets	$	18,190.1		$	19,162.0		$	17,874.8
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	792.1		$	886.5		$	803.4
Current portion of long-term debt		508.5			215.3			508.5
Notes payable		914.8			2,104.2			812.2
Deferred income taxes		—			36.6			—
Other current liabilities		1,496.9			1,222.4			1,481.9
Total current liabilities		3,712.3			4,465.0			3,606.0
Long-term debt		5,753.9			5,043.2			5,754.8
Deferred income taxes		1,157.0			1,462.7			1,165.3
Other liabilities		1,928.3			1,880.2			1,932.2
Total liabilities		12,551.5			12,851.1			12,458.3
Stockholders’ equity:
Common stock, 377.3 shares issued, $0.10 par value		37.7			37.7			37.7
Additional paid-in capital		1,270.5			1,231.8			1,249.9
Retained earnings		7,500.0			6,641.7			7,235.6
Common stock in treasury, at cost, shares of 51.0, 41.9 and 49.3		(2,576.8	)		(1,910.1	)		(2,473.1	)
Accumulated other comprehensive income (loss)		(837.7	)		61.9			(877.8	)
Total stockholders’ equity		5,393.7			6,063.0			5,172.3
Noncontrolling interests		244.9			247.9			244.2
Total equity		5,638.6			6,310.9			5,416.5
Total liabilities and equity	$	18,190.1		$	19,162.0		$	17,874.8

See accompanying notes to consolidated financial statements.

GENERAL MILLS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In Millions)

	Quarter Ended
	Aug. 30,			Aug. 24,
	2009			2008
Cash Flows — Operating Activities
Net earnings	$	420.6		$	278.5
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		111.1			111.6
After-tax earnings from joint ventures		(24.2	)		(30.8	)
Stock-based compensation		37.5			55.2
Deferred income taxes		12.5			16.7
Tax benefit on exercised options		(14.7	)		(51.5	)
Distributions of earnings from joint ventures		16.8			16.6
Pension and other postretirement benefit plan contributions		(2.2	)		(4.1	)
Pension and other postretirement benefit plan income		(1.8	)		(6.5	)
Restructuring, impairment, and other exit income		(0.7	)		(0.4	)
Changes in current assets and liabilities		(298.8	)		(158.2	)
Other, net		19.0			(1.2	)
Net cash provided by operating activities		275.1			225.9
Cash Flows — Investing Activities
Purchases of land, buildings, and equipment		(126.3	)		(128.6	)
Investments in affiliates, net		0.8			4.1
Proceeds from disposal of land, buildings, and equipment		5.7			0.2
Other, net		2.7			(0.7	)
Net cash used by investing activities		(117.1	)		(125.0	)
Cash Flows — Financing Activities
Change in notes payable		101.4			(103.2	)
Issuance of long-term debt		—			700.0
Payment of long-term debt		(2.1	)		(231.6	)
Proceeds from common stock issued on exercised options		75.4			161.8
Tax benefit on exercised options		14.7			51.5
Purchases of common stock for treasury		(233.9	)		(498.9	)
Dividends paid		(156.2	)		(147.5	)
Other, net		—			(4.4	)
Net cash used by financing activities		(200.7	)		(72.3	)
Effect of exchange rate changes on cash and cash equivalents		4.5			(34.7	)
Decrease in cash and cash equivalents		(38.2	)		(6.1	)
Cash and cash equivalents — beginning of year		749.8			661.0
Cash and cash equivalents — end of period	$	711.6		$	654.9
Cash Flow from Changes in Current Assets and Liabilities:
Receivables	$	(181.0	)	$	(103.6	)
Inventories		(297.4	)		(247.2	)
Prepaid expenses and other current assets		94.5			102.1
Accounts payable		44.1			12.8
Other current liabilities		41.0			77.7
Changes in current assets and liabilities	$	(298.8	)	$	(158.2	)

See accompanying notes to consolidated financial statements.

GENERAL MILLS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1)	The accompanying Consolidated Financial Statements of General Mills, Inc. (we, us, our, or the Company) have been prepared in accordance with accounting principles generally accepted in the United States for annual and interim financial information. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal recurring nature.
(2)	At the beginning of fiscal 2010, we adopted Statement of Financial Accounting Standards No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment to ARB No. 51”. To conform to the current period presentation, we reclassified $2.1 million from interest, net related to General Mills Cereals, LLC and $1.4 million from selling, general and administrative expenses related to noncontrolling interests in foreign subsidiaries, to net earnings attributable to noncontrolling interests in our Consolidated Statement of Earnings for the quarter ended August 24, 2008. In addition, noncontrolling interests previously reported as minority interests have been reclassified to a separate section in equity on the Consolidated Balance Sheets.
(3)	For the first quarter of fiscal 2010, unallocated corporate expense was $76 million compared to $159 million in the same period last year. We recorded a $15 million net increase in expense related to mark-to-market valuations of certain commodity positions and grain inventories in the first quarter of fiscal 2010, compared to a $91 million net increase in expense in the first quarter of fiscal 2009.
(4)	In the first quarter of fiscal 2010, we recorded a net gain of $1 million related to the closure and sale of our Contagem, Brazil bread and pasta plant.
(5)	Basic and diluted earnings per share (EPS) were calculated as follows:

	Quarter Ended
	Aug. 30,		Aug. 24,
In Millions, Except per Share Data	2009		2008
Net earnings	$	420.6	$	278.5
Average number of common shares — basic EPS		326.5		336.4
Incremental share effect from:
Stock options		7.3		11.2
Restricted stock, restricted stock units, and other		2.6		2.9
Average number of common shares — diluted EPS		336.4		350.5
Earnings per share — basic	$	1.29	$	0.83
Earnings per share — diluted	$	1.25	$	0.79

(6)

The effective tax rate for the first quarter of fiscal 2010 was 33.8 percent compared to 34.6 percent for the first quarter of fiscal 2009. The 0.8 percentage point decrease in the effective tax rate was primarily due to an increase in benefits from tax credits.

(7)

We have included four measures in this release that are not defined by generally accepted accounting principles (GAAP): (1) diluted earnings per share excluding mark-to-market valuation of certain commodity positions and grain inventories (“mark-to-market effects”), the net gain on divestitures of certain product lines (“divestitures gain, net”), the gain from our insurance settlement in Argentina (“gain from insurance settlement”), and effects of Federal court decisions on the uncertain tax item (“uncertain tax item”) (collectively, these four items are referred to as “items affecting comparability” in this footnote), (2) earnings comparisons as a percent of net sales excluding mark-to-market effects, (3) total segment operating profit, and (4) sales growth rates for our International segment in total and by region excluding the impact of changes in foreign currency exchange. We

believe that these measures provide useful supplemental information to assess our operating performance. These measures are reconciled below to the measures as reported in accordance with GAAP, and should be viewed in addition to, and not in lieu of, our diluted earnings per share and operating performance measures as calculated in accordance with GAAP.

Diluted earnings per share excluding items affecting comparability follows:

	Quarter Ended				Year Ended
	Aug. 30,		Aug. 24,		May 31,
Per Share Data	2009		2008		2009
Diluted earnings per share, as reported	$	1.25	$	0.79	$	3.80
Mark-to-market effects (a)		0.03		0.17		0.22
Divestitures gain, net (b)		—		—		(0.11	)
Gain from insurance settlement (c)		—		—		(0.08	)
Uncertain tax item (d)		—		—		0.15
Diluted earnings per share, excluding items affecting comparability	$	1.28	$	0.96	$	3.98

(a)	See Note 3.
(b)	Gain on sale of Pop•Secret product line, net of losses on sales and discontinuation of certain bread dough and concentrates product lines.
(c)	Settlement with an insurance carrier covering the loss of a manufacturing plant in Argentina in fiscal 2008.
(d)	Effect of Federal court decision on an uncertain tax matter.

     Earnings comparisons as a percent of net sales excluding mark-to-market effects follows:

	Quarter Ended
In Millions	Aug. 30, 2009					Aug. 24, 2008
			Percent of					Percent of
Comparisons as a % of Net Sales	Value		Net Sales			Value		Net Sales
Gross margin as reported (a)	$	1,458.7		41.5	%	$	1,191.7		34.1	%
Mark-to-market effects (b)		14.8		0.4			91.4		2.6
Adjusted gross margin	$	1,473.5		41.9	%	$	1,283.1		36.7	%
Operating profit as reported	$	692.9		19.7	%	$	471.0		13.5	%
Mark-to-market effects (b)		14.8		0.4			91.4		2.6
Adjusted operating profit	$	707.7		20.1	%	$	562.4		16.1	%
Net earnings as reported	$	420.6		12.0	%	$	278.5		8.0	%
Mark-to-market effects, net of tax (b)		9.3		0.3			57.6		1.6
Adjusted net earnings	$	429.9		12.3	%	$	336.1		9.6	%

(a)	Net sales less cost of sales.
(b)	See Note 3.

A reconciliation of total segment operating profit to the relevant GAAP measure, operating profit, is included in the Statements of Operating Segment Results.

A reconciliation of International segment and region sales growth rates as reported to International segment and region sales growth rates excluding the impact of foreign currency exchange follows:

	Quarter Ended Aug. 30, 2009
	Percentage Change in			Impact of			Percentage Change in Net
	Net Sales			Foreign			Sales on Constant
	as Reported			Currency Exchange			Currency Basis
Europe		(12	)%		(11	)%		(1	)%
Canada		3			(9	)		12
Asia/Pacific		(1	)		(7	)		6
Latin America		2			(8	)		10
Total International		(4	)%		(9	)%		5	%