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: September 15, 2006

(Date of earliest event reported)

DARDEN RESTAURANTS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-13666

Florida	59-3305930
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

5900 Lake Ellenor Drive, Orlando, Florida 32809

(Address of principal executive offices, including zip code)

(407) 245-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 1.01Entry into a Material Definitive Agreement.

On September 15, 2006, at the 2006 Annual Meeting of Shareholders (the “Annual Meeting”) of Darden Restaurants, Inc. (the “Company”), the Company’s shareholders approved the amended Darden Restaurants, Inc. 2002 Stock Incentive Plan (the “Amended Plan”). Similar to the prior version of the plan, the Amended Plan authorizes the grant of stock options (including both incentive and non-qualified stock options), stock appreciation rights (“SARs”), restricted stock, restricted stock units, dividend equivalents, stock awards and other stock-based awards. The Amended Plan adopted by the Company’s shareholders:

• Increased the maximum number of shares that are authorized for issuance under the Amended Plan from 8,550,000 to 9,550,000;

• Implemented a “fungible share pool” approach to manage authorized shares in order to improve the flexibility of awards going forward, and eliminate the limits on the number of restricted stock and restricted stock unit awards and the number of awards to non-employee directors;

• Provided that, in determining the number of shares available for grant, a formula will be applied such that all future awards other than stock options and SARs will be counted as double the number of shares covered by such award;

• Eliminated “net share counting,” so that shares that are used to pay the exercise price or taxes will not be added to the authorized share pool;

• Included provisions to facilitate compliance with Section 409A of the Internal Revenue Code of 1986, as amended;

• Prohibited the grant of dividend equivalents on options and SARs;

• Clarified that underwater options and SARs may not be used as consideration for other awards granted under the Amended Plan; and

• Prohibited the transfer of any award for consideration.

This summary of the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is attached as Exhibit 10.1 and incorporated by reference herein. A more detailed summary of the Amended Plan can be found in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on August 7, 2006.

Item 2.02 Results of Operations and Financial Condition.

The Company issued a news release dated September 19, 2006, entitled “Darden Restaurants Reports 11% First Quarter Diluted Net Earnings Per Share Growth; Increases Semi-Annual Dividend 15% to 23 Cents; Increases Annual Earnings Guidance,” a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Linda Dimopoulos, 56, Senior Vice President, Chief Financial Officer and principal accounting officer of the Company, informed the Board of Directors on September 15, 2006 that she will retire effective June 30, 2007.

At its meeting on September 15, 2006, the Company’s Board of Directors elected C. Bradford Richmond, 48, the Company’s Senior Vice President, Corporate Controller to succeed Ms. Dimopoulos as Senior Vice President, Chief Financial Officer and principal accounting officer effective December 1, 2006. After that date, Ms. Dimopoulos will remain as an adviser to the Company through her June 30, 2007 retirement date.

Mr. Richmond has been the Company’s Senior Vice President, Corporate Controller since August 2005. He served as Senior Vice President Finance, Strategic Planning and Controller of Red Lobster from January 2003 to August 2005, and previously was Senior Vice President, Finance and Controller at Olive Garden from August 1998 to January 2003. He joined the Company in 1982 as a food and beverage analyst for Casa Gallardo, a restaurant concept formerly owned and operated by the Company, and from June 1985 to August 1998 held progressively more responsible finance and marketing analyst positions with the Company’s York Steak House, Red Lobster and Olive Garden operating companies in both the United States and Canada.

The Company issued a news release dated September 19, 2006 with further information about these officer changes, entitled “Darden CFO to Retire – Casual Dining Leader Announces Key Leadership Appointments,” a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01 Other Events.

At the Annual Meeting, the shareholders of the Company took the following actions:

1. Elected 13 directors: Leonard L. Berry; Odie C. Donald; David H. Hughes; Charles A. Ledsinger, Jr.; William M. Lewis, Jr.; Senator Connie Mack, III; Andrew H. Madsen; Clarence Otis, Jr.; Michael D. Rose; Maria A. Sastre; Jack A. Smith; Blaine Sweatt, III; Rita P. Wilson.

2. Approved the Amended Plan;

3. Approved the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 27, 2007; and

4. Approved a shareholder proposal regarding a majority vote standard for the election of directors.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

10.1 Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended.

99.1 Press release dated September 19, 2006, entitled “Darden Restaurants Reports 11% First Quarter Diluted Net Earnings Per Share Growth; Increases Semi-Annual Dividend 15% to 23 Cents; Increases Annual Earnings Guidance.”

99.2 Press Release dated September 19, 2006, entitled “Darden CFO to Retire – Casual Dining Leader Announces Key Leadership Appointments.”

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SIGNATURES

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.

DARDEN RESTAURANTS, INC.
By:	/s/ Paula J. Shives
	Paula J. Shives Senior Vice President, General Counsel and Secretary

Date: September 19, 2006

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EXHIBIT INDEX

Exhibit Number Description of Exhibit

10.1 Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended.

99.1 Press release dated September 19, 2006, entitled “Darden Restaurants Reports 11% First Quarter Diluted Net Earnings Per Share Growth; Increases Semi-Annual Dividend 15% to 23 Cents; Increases Annual Earnings Guidance.”

99.2 Press Release dated September 19, 2006, entitled “Darden CFO to Retire – Casual Dining Leader Announces Key Leadership Appointments.”

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EX-10

Exhibit 10.1

DARDEN RESTAURANTS, INC.

2002 STOCK INCENTIVE PLAN

Section 1. Purpose.

The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, advisors and non-employee Directors capable of assuring the future success of the Company, to offer such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through various stock-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the interests of such persons with the Company’s shareholders.

Section 2. Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

(a)“Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee.

(b)“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend Equivalent, Stock Award or Other Stock-Based Award granted under the Plan.

(c)“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the Plan. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.

(d) “Board” shall mean the Board of Directors of the Company.

(e)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

(f)“Committee” shall mean the Compensation Committee of the Board. The Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b-3, and each member of the Committee shall be a “Non-Employee Director” within the meaning of Rule 16b-3 and an “outside director” within the meaning of Section 162(m) of the Code. The Company expects to have the Plan administered in accordance with the requirements for the award of “qualified performance-based compensation” within the meaning of Section 162(m) of the Code.

(g) “Company” shall mean Darden Restaurants, Inc., a Florida corporation.

(h) “Director” shall mean a member of the Board.

(i)“Dividend Equivalent” shall mean any right granted under Section 6(d) of the Plan.

(j)“Eligible Person” shall mean any employee, officer, consultant, advisor or non-employee Director providing services to the Company or any Affiliate whom the Committee determines to be an Eligible Person.

(k)“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

(l)“Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, unless otherwise determined by the Committee,the Fair Market Value of Shares on a given date for purposes of the Plan shall be the mean of the high and low sales prices of the Shares on the New York Stock Exchange as reported in the consolidated transaction reporting system on such date or, if such Exchange is not open for trading on such date, on the most recent preceding date when such Exchange is open for trading.

(m)“Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision.

(n)“Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.

(o)“Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.

(p)“Other Stock-Based Award” shall mean any right granted under Section 6(f) of the Plan.

(q)“Participant” shall mean an Eligible Person designated to be granted an Award under the Plan.

(r)“Person” shall mean any individual, corporation, partnership, association or trust.

(s)“Plan” shall mean this Darden Restaurants, Inc. 2002 Stock Incentive Plan, as amended from time to time.

(t)“Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.

(u)“Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date.

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(v)“Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act or any successor rule or regulation.

(w)“Shares” shall mean shares of Common Stock, without par value, of the Company or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan.

(x)“Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.

(y)“Stock Award” shall mean any Share granted under Section 6(e) of the Plan.

Section 3. Administration.

(a)Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement, including, without limitation, whether a Participant shall be required to deposit with the Company shares of Common Stock owned by the Participant as a condition to receiving an Award; (v) amend the terms and conditions of any Award or Award Agreement, provided, however, that, except as otherwise provided in Section 4(c) hereof, the Committee shall not reprice, adjust or amend the exercise price of Options or the grant price of Stock Appreciation Rights previously awarded to any Participant, whether through amendment, cancellation and replacement grant, or any other means; (vi) accelerate the exercisability of any Award or the lapse of restrictions relating to any Award; (vii) determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, promissory notes, other securities, other Awards or other property, or canceled, forfeited or suspended; (viii) interpret and administer the Plan and any instrument or agreement, including any Award Agreement, relating to the Plan; (ix) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate. The Company intends that Awards under the Plan shall satisfy the requirements of Section 409A of the Code to avoid any adverse tax results thereunder and the Committee shall administer and interpret the Plan and all Award Agreements in a manner consistent with that intent. In this regard, if any provision of the Plan or an Award Agreement would result in adverse tax consequences under Section 409A of the Code, the Committee may amend that provision (or take any other action reasonably necessary) to avoid any adverse tax results and no

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action taken to comply with Section 409A of the Code shall be deemed to impair or otherwise adversely affect the rights of any holder of an Award or beneficiary thereof.

(b)Delegation. The Committee may delegate its powers and duties under the Plan to one or more Directors (including a Director who is also a senior executive officer of the Company) or a committee of Directors, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powers and duties under the Plan (i) with regard to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act or (ii) in such a manner as would cause the Plan not to comply with the requirements of Section 162(m) of the Code.

(c)Power and Authority of the Board of Directors. Notwithstanding anything to the contrary contained herein, the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of Section 162(m) of the Code.

Section 4. Shares Available for Awards.

(a)Shares Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate number of Shares that may be issued under all Awards under the Plan shall be 9,550,000. Shares to be issued under the Plan will be authorized but unissued Shares or Shares that have been reacquired by the Company and designated as treasury shares. If any Shares covered by an Award or to which an Award relates are not purchased or are forfeited or are reacquired by the Company (including shares of Restricted Stock, whether or not dividends have been paid on such shares), or if an Award otherwise terminates or is cancelled without delivery of any Shares, then the number of Shares counted pursuant to Section 4(b) of the Plan against the aggregate number of Shares available under the Plan with respect to such Award, to the extent of any such forfeiture, reacquisition by the Company, termination or cancellation, shall again be available for granting Awards under the Plan.

(b)Accounting for Awards. For purposes of this Section 4, if an Award entitles the holder thereof to receive or purchase Shares, the Shares covered by such Award or to which such Award relates shall be counted, in accordance with this Section 4(b), on the date of grant of such Award against the aggregate number of Shares available for Awards under the Plan. With respect to Options and Stock Appreciation Rights, the number of Shares available for Awards under the Plan shall be reduced by one Share for each Share covered by such Award or to which such Award relates. For Stock Appreciation Rights settled in Shares upon exercise, the aggregate number of Shares with respect to which the Stock Appreciation Right is exercised, rather than the number of Shares actually issued upon exercise, shall be counted against the number of Shares available for Awards under the Plan. With respect to any Awards that are granted after the annual meeting of shareholders of the Company to be held in 2006, other than Options and Stock Appreciation Rights, the number of Shares available for Awards under the Plan shall be reduced by two Shares for each Share covered by such Award or to which such Award relates. Awards that do not entitle the holder thereof to receive or purchase Shares and

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Awards that are settled in cash shall not be counted against the aggregate number of Shares available for Awards under the Plan.

(c)Adjustments. In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards and (iii) the purchase or exercise price with respect to any Award.

(d) Award Limitations Under the Plan.

(i)Section 162(m) Limitation. No Eligible Person may be granted Options, Stock Appreciation Rights or any other Award or Awards under the Plan, the value of which Award or Awards is based solely on an increase in the value of the Shares after the date of grant of such Award or Awards, for more than 1,000,000 Shares (subject to adjustment as provided in Section 4(c) of the Plan) in the aggregate in any calendar year. The foregoing annual limitation specifically includes the grant of any Award or Awards representing “qualified performance-based compensation” within the meaning of Section 162(m) of the Code.

(ii)Limitation on Incentive Stock Options. The number of Shares available for granting Incentive Stock Options under the Plan shall not exceed 9,550,000, subject to adjustment as provided in the Plan and subject to the provisions of Section 422 or 424 of the Code or any successor provision.

Section 5. Eligibility.

Any Eligible Person shall be eligible to be designated a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company, or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term as used herein includes, without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or any successor provision.

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Section 6. Awards.

(a)Options. The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

(i)Exercise Price. The purchase price per Share purchasable under an Option shall be determined by the Committee and shall not be less than 100% of the Fair Market Value of a Share on the date of grant of such Option; provided, however, that the Committee may designate a per share exercise price below Fair Market Value on the date of grant (A) to the extent necessary or appropriate, as determined by the Committee, to satisfy applicable legal or regulatory requirements of a foreign jurisdiction or (B) if the Option is granted in substitution for a stock option previously granted by an entity that is acquired by or merged with the Company or an Affiliate.

(ii)Option Term. The term of each Option shall be fixed by the Committee.

(iii)Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or in part and the method or methods by which, and the form or forms (including, without limitation, cash, Shares, promissory notes, other securities, other Awards or other property, or any combination thereof, having a Fair Market Value on the exercise date equal to the applicable exercise price) in which, payment of the exercise price with respect thereto may be made or deemed to have been made.

(b)Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise (or, if the Committee shall so determine, at any time during a specified period before or after the date of exercise) over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided, however, that the Committee may designate a per share grant price below Fair Market Value on the date of grant (A) to the extent necessary or appropriate, as determined by the Committee, to satisfy applicable legal or regulatory requirements of a foreign jurisdiction or (B) if the Stock Appreciation Right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with the Company or an Affiliate. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee. The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.

(c)Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:

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(i)Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right or property with respect thereto), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. The minimum vesting period of such Awards shall be three years from the date of grant, unless the Award is conditioned on performance of the Company or an Affiliate or on personal performance (other than continued service with the Company or an Affiliate), in which case the Award may vest over a period of at least one year from the date of grant. Notwithstanding the foregoing, the Committee may permit acceleration of vesting of such Awards in the event of the Participant’s death, disability or retirement or a change in control of the Company.

(ii)Issuance and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at the time such Awards are granted and may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. Such certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Stock. Shares representing Restricted Stock that is no longer subject to restrictions shall be delivered to the Participant promptly after the applicable restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and the restricted period relating to Restricted Stock Units evidencing the right to receive Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock Units.

(iii)Forfeiture. Except as otherwise determined by the Committee, upon a Participant’s termination of employment or resignation or removal as a Director (in either case, as determined under criteria established by the Committee) during the applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units held by the Participant at such time shall be forfeited and reacquired by the Company; provided, however, that the Committee may, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units.

(d)Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, the Committee may not grant Dividend Equivalents to Eligible Persons in connection with grants of Options or Stock Appreciation Rights to such Eligible Persons.

(e)Stock Awards. The Committee is hereby authorized to grant to a Director, who is not also an employee of the Company or an Affiliate, Shares without restrictions thereon,

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as deemed by the Committee to be consistent with the purpose of the Plan. Subject to the terms of the Plan and any applicable Award Agreement, such Stock Awards may have such terms and conditions as the Committee shall determine.

(f)Other Stock-Based Awards. The Committee is hereby authorized to grant to Eligible Persons such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan. The Committee shall determine the terms and conditions of such Awards, subject to the terms of the Plan and the Award Agreement. Shares, or other securities delivered pursuant to a purchase right granted under this Section 6(f), shall be purchased for consideration having a value equal to at least 100% of the Fair Market Value of such Shares or other securities on the date the purchase right is granted. The consideration paid by the Participant may be paid by such method or methods and in such form or forms (including, without limitation, cash, Shares, promissory notes, other securities, other Awards or other property, or any combination thereof), as the Committee shall determine.

(g) General.

(i)Consideration for Awards. Awards may be granted for no cash consideration or for any cash or other consideration as may be determined by the Committee or required by applicable law; provided, however, that Options or Stock Appreciation Rights previously awarded to any Participant that are not in-the-money may not be used as consideration for the grant of any Award or cancelled and replaced with a grant of the same type of Award or of a different type of Award.

(ii)Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be granted either alone or in addition to, in tandem with or in substitution for any other Award or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards.

(iii)Forms of Payment under Awards. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made by the Company or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or forms as the Committee shall determine (including, without limitation, cash, Shares, promissory notes, other securities, other Awards or other property, or any combination thereof), and may be made in a single payment or transfer or in installments, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment payments or the grant or crediting of Dividend Equivalents with respect to installment payments.

(iv)Term of Awards. The term of each Award shall be for a period not longer than 10 years from the date of grant.

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(v)Limits on Transfer of Awards. Except as otherwise provided by the Committee or the terms of this Plan, no Award and no right under any such Award shall be transferable by a Participant other than by will or by the laws of descent and distribution. Notwithstanding the foregoing, no Award and no right under any such Award shall be transferable by a Participant for consideration. The Committee may establish procedures as it deems appropriate for a Participant to designate a Person or Persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to any Award in the event of the Participant’s death. Any Participant who is subject to Section 16 of the Exchange Act and has reached age 55 and has at least 10 years of service with the Company and its Affiliates may transfer a Non-Qualified Stock Option to any “family member” (as such term is defined in the General Instructions to Form S-8 (or any successor to such Instructions or such Form) under the Securities Act of 1933, as amended) at any time that such Participant holds such Option, provided that such transfers may not be for value (i.e., the transferor may not receive any consideration therefor) and the family member may not make any subsequent transfers other than by will or by the laws of descent and distribution. Each Award under the Plan or right under any such Award shall be exercisable during the Participant’s lifetime only by the Participant (except as provided herein or in an Award Agreement or amendment thereto relating to a Non-Qualified Stock Option) or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award or right under any such Award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.

(vi)Restrictions; Securities Exchange Listing. All Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such restrictions as the Committee may deem advisable under the Plan, applicable federal or state securities laws and regulatory requirements, and the Committee may cause appropriate entries to be made or legends to be placed on the certificates for such Shares or other securities to reflect such restrictions. If the Shares or other securities are traded on a securities exchange, the Company shall not be required to deliver any Shares or other securities covered by an Award unless and until such Shares or other securities have been admitted for trading on such securities exchange.

Section 7. Amendment and Termination; Corrections.

(a)Amendments to the Plan. The Board of Directors of the Company may amend, alter, suspend, discontinue or terminate the Plan; provided, however, that, notwithstanding any other provision of the Plan or any Award Agreement, prior approval of the shareholders of the Company shall be required for any amendment to the Plan that:

(i)requires shareholder approval under the rules or regulations of the Securities and Exchange Commission, the New York Stock Exchange, any other securities exchange or the National Association of Securities Dealers, Inc. that are applicable to the Company;

(ii)increases the number of shares authorized under the Plan as specified in Sections 4(a) and 4(b) of the Plan;

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(iii)increases the number of shares subject to the limitations contained in Section 4(d) of the Plan;

(iv)permits repricing of Options or Stock Appreciation Rights which is prohibited by Section 3(a)(v) of the Plan; and

(v)permits the award of Options or Stock Appreciation Rights at a price less than 100% of the Fair Market Value of a Share on the date of grant of such Option or Stock Appreciation Right, contrary to the provisions of Sections 6(a)(i) and 6(b)(ii) of the Plan.

(b)Amendments to Awards. Subject to the provisions of the Plan, the Committee may waive any conditions of or rights of the Company under any outstanding Award, prospectively or retroactively. Except as otherwise provided in the Plan, the Committee may amend, alter, suspend, discontinue or terminate any outstanding Award, prospectively or retroactively, but no such action may adversely affect the rights of the holder of such Award without the consent of the Participant or holder or beneficiary thereof.

(c)Correction of Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the extent it shall deem desirable to implement or maintain the effectiveness of the Plan.

Section 8. Income Tax Withholding.

In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. In order to assist a Participant in paying all or a portion of the applicable taxes to be withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes or (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that the amount of tax to be withheld is determined.

Section 9. General Provisions.

(a)No Rights to Awards. No Eligible Person, Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.

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(b)Award Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement shall have been duly executed on behalf of the Company and, if requested by the Company, signed by the Participant.

(c)No Rights of Shareholders. Except with respect to Restricted Stock and Stock Awards, neither a Participant nor the Participant’s legal representative shall be, or have any of the rights and privileges of, a shareholder of the Company with respect to any Shares issuable upon the exercise or payment of any Award, in whole or in part, unless and until the Shares have been issued.

(d)No Limit on Other Compensation Plans or Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally applicable or applicable only in specific cases.

(e)No Right to Employment or Directorship. The grant of an Award shall not be construed as giving a Participant the right to be retained as an employee of the Company or any Affiliate, or a Director to be retained as a Director, nor will it affect in any way the right of the Company or an Affiliate to terminate a Participant’s employment at any time, with or without cause. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement.

(f)Governing Law. The internal law, and not the law of conflicts, of the State of Florida, shall govern all questions concerning the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award.

(g)Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.

(h)No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.

(i)No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be canceled, terminated or otherwise eliminated.

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(j)Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

Section 10. Term of the Plan.  

Awards may be granted under the Plan until the Plan is terminated by the Board or until all Shares available for Awards under the Plan have been purchased or acquired, provided, however, that Incentive Stock Options may not be granted following July 26, 2012. The Plan shall remain in effect as long as any Awards are outstanding.

Approved by Board effective July 26, 2002, subject to shareholder approval

Approved by shareholders September 19, 2002

Amended March 19, 2003

Amended by Board effective June 16, 2006, subject to shareholder approval

Approved by shareholders September 15, 2006

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EX-99

Exhibit 99.1

DARDEN RESTAURANTS, INC.

Red Lobster Olive Garden Bahama Breeze Smokey Bones

www.darden.com

NEWS/INFORMATION

Corporate Relations

P.O. Box 593330

Orlando, FL 32859

Contacts:

(Analysts) Matthew Stroud (407) 245-6458

(Media) Jim DeSimone (407) 245-4567

FOR RELEASE

September 19, 2006

4:30 PM ET

DARDEN RESTAURANTS REPORTS 11% FIRST QUARTER

DILUTED NET EARNINGS PER SHARE GROWTH; INCREASES SEMI-ANNUAL DIVIDEND 15% TO 23 CENTS; INCREASES ANNUAL EARNINGS GUIDANCE

ORLANDO, FL, Sept. 19 – Darden Restaurants, Inc. (NYSE:DRI) today reported diluted net earnings per share for the first quarter ended August 27, 2006. For the first quarter, diluted net earnings per share were 59 cents, an 11% increase over the prior year, on net earnings of $88.5 million. In the first quarter, the Company adopted Statement of Financial Accounting Standards No. 123R “Share-Based Payment” (SFAS 123R) on a modified prospective basis, which reduced diluted net earnings per share by $0.02 in the quarter. Excluding the effect of adopting SFAS 123R, diluted net earnings per share for the quarter increased 15% over the prior year. The Company also reported that first quarter sales increased 3.3% to $1.46 billion, driven primarily by same-restaurant sales growth at Olive Garden and new restaurant growth at Olive Garden and Smokey Bones.

“We’re proud of our results this quarter,” said Clarence Otis, Chairman and Chief Executive Officer of Darden. “They reflect competitively superior performance in an economic environment that clearly has its share of challenges because of the considerable consumer uncertainty that currently exists. Our solid results in this environment are a testament to three things – the strong trust and loyalty enjoyed by our established brands, the disciplined plans we’ve developed to address challenges at our emerging brands and the hard work and dedication of all the people in our organization. We continue to be guided by our proven approach to the business, which involves creating a great culture – where people strive to nourish and delight everyone we serve – and leveraging that solid foundation with a combination of strong leaders, effective brand management and in-restaurant operations excellence.”

Highlights include the following:

• Net earnings for the first quarter were $88.5 million, or 59 cents per diluted share, on sales of $1.46 billion. Last year, net earnings were $85.5 million, or 53 cents per diluted share, for the first quarter, on sales of $1.41 billion. This fiscal year, the Company adopted SFAS 123R on a modified prospective basis, which reduced diluted net earnings per share by $0.02 in the first quarter.

• Total sales of $1.46 billion represent a 3.3% increase over prior year.

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• Olive Garden’s U.S. same-restaurant sales increased 2.9% in the first quarter, its 48^th consecutive quarter of same-restaurant sales growth.

• Red Lobster’s U.S. same-restaurant sales decreased 2.1% in the first quarter, although it had improving results as the quarter progressed.

• Darden purchased 2.3 million shares of its common stock in the first quarter.

• The Company’s Board of Directors declared a semi-annual dividend of 23 cents per share, a 15% increase from the previous semi-annual 20 cents per share.

• The Company announced that it now expects annual diluted net earnings per share growth of 10% to 12%, an increase from its previously stated expectation of 9% to 10% diluted net earnings per share growth for the fiscal year.

Operating Highlights

OLIVE GARDEN’S first quarter sales of $684.1 million were 6.3% above prior year, driven primarily by revenue from 18 net new restaurants opened and a U.S. same-restaurant sales increase of 2.9%. For the quarter, the company’s sales gains and lower food and beverage expenses as a percent of sales, more than offset increased restaurant labor expenses, restaurant expenses and selling, general, and administrative expenses as a percent of sales. This resulted in a solid increase in operating profit for the quarter.

RED LOBSTER’S first quarter sales of $629.8 million were 0.7% below prior year, primarily as a result of its U.S. same-restaurant sales decrease of 2.1%. For the quarter, lower food and beverage expenses and depreciation and amortization expense as a percent of sales were offset by increased restaurant labor expenses, restaurant expenses and selling, general, and administrative expenses as a percent of sales. As a result, operating profit was essentially flat for the quarter.

BAHAMA BREEZE’S first quarter sales of $45.9 million were 1.2% above prior year, driven by a same-restaurant sales increase of 1.2%. As a result of progress the company has made to improve its cost structure, this sales growth resulted in significant operating profit growth compared to prior year.

SMOKEY BONES’ first quarter sales of $88.1 million were 7.7% above prior year, based primarily on new restaurant growth, partially offset by an 8.6% decrease in same-restaurant sales for the quarter. As previously indicated, the company is undertaking a meaningful repositioning of the brand to increase breadth of appeal. With the focus on repositioning, new restaurant openings are being limited to five restaurants in fiscal year 2007.

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“We are pleased to deliver solid operating results in this challenging environment,” said Drew Madsen, President and Chief Operating Officer of Darden. “Olive Garden’s remarkable consistency in delivering industry-leading performance is a tribute to the team and the brand they have created. Red Lobster continues to improve all aspects of their business as they prepare for future unit growth. Bahama Breeze is succeeding in becoming more broadly appealing and profitable as evidenced by this quarter’s results. And, Smokey Bones is addressing several key issues – particularly its barbecue focus – and is moving ahead with plans to reposition the brand to make it more broadly appealing. We recognize there are often challenges in our dynamic industry, but with the outstanding people at Darden operating these great brands, we are capable of producing competitively superior results in any environment.”

Other Actions

Darden continued the buyback of its common stock, purchasing 2.3 million shares in the first quarter. Since commencing its repurchase program in December 1995, the Company has purchased 134.8 million shares for $2.3 billion under authorizations totaling 162.4 million shares.

Darden’s Board of Directors declared an increase in the cash dividend to 23 cents per share on the Company’s outstanding common stock. The dividend is payable on November 1, 2006 to shareholders of record at the close of business on October 10, 2006. Based on this 23-cent semi-annual dividend declaration, the Company’s indicated annual dividend is 46 cents per share. Previously, the Company had paid a semi-annual dividend of 20 cents per share.

Fiscal August 2007 U.S. Same-Restaurant Sales Results

Darden reported U.S. same-restaurant sales for the four-week August fiscal month ended August 27, 2006. This period is the last month of Darden’s fiscal 2007 first quarter.

Same-restaurant sales at Olive Garden increased approximately 2% for fiscal August, which reflected an approximate 1% increase in check average and an approximate 1% increase in guest counts. The check average increase was a result of a 2% increase in pricing and a 1% decrease from menu mix changes. Last year, same-restaurant sales at Olive Garden were up 7% to 8% for fiscal August.

Same-restaurant sales at Red Lobster increased 1% to 2% for fiscal August, which reflected a 2% to 3% increase in check average and a 1% decrease in guest counts. The check average increase was a result of an approximate 2% increase in pricing and a 1% increase from menu mix changes. Last year, same-restaurant sales at Red Lobster were up 3% to 4% for fiscal August.

Fiscal 2007 Revised Outlook

Darden reiterated that it expects combined U.S. same-restaurant sales growth in fiscal 2007 of between 2% and 4% for Red Lobster and Olive Garden, and that it expects to open approximately 40 net new restaurants. As a result, the Company expects total sales growth of between 6% and 7% in fiscal 2007. Including the adoption of SFAS 123R in the first quarter of fiscal 2007, the Company now anticipates that diluted net earnings per share growth will be 10% to 12% in fiscal 2007, an increase from its previous expectation of 9% to 10% diluted net earnings per share growth in fiscal 2007.

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Darden Restaurants, Inc., headquartered in Orlando, FL, owns and operates over 1,400 Red Lobster, Olive Garden, Bahama Breeze, Smokey Bones and Seasons 52 restaurants with annual sales of $5.7 billion.

Forward-looking statements in this news release are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Certain important factors could cause results to differ materially from those anticipated by the forward-looking statements including the impact of intense competition, changing economic or business conditions, the price and availability of food, ingredients and utilities, labor and insurance costs, increased advertising and marketing costs, higher-than-anticipated costs to open or close restaurants, litigation, unfavorable publicity, a lack of suitable locations, government regulations, a failure to achieve growth objectives, weather, risks associated with our plans to improve financial performance at Bahama Breeze and to reposition Smokey Bones and other factors discussed from time to time in reports filed by the Company with the Securities and Exchange Commission.

DARDEN RESTAURANTS, INC.

NUMBER OF RESTAURANTS

08/27/06		08/28/05
652	Red Lobster USA	650
31	Red Lobster Canada	31
683	Total Red Lobster	681
578	Olive Garden USA	560
6	Olive Garden Canada	6
584	Total Olive Garden	566
32	Bahama Breeze	32
127	Smokey Bones	110
5	Seasons 52	3
1,431	Total Restaurants	1,392

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DARDEN RESTAURANTS, INC.
FIRST QUARTER FY 2007 FINANCIAL HIGHLIGHTS
(In Millions, Except per Share Data)
(Unaudited)
	13 Weeks Ended
	8/27/2006	8/28/2005
Sales	$ 1,455.9	$ 1,409.2
Net earnings	$ 88.5	$ 85.5
Net earnings per share:
Basic	$ 0.61	$ 0.56
Diluted	$ 0.59	$ 0.53
Average number of common shares outstanding:
Basic	144.9	153.3
Diluted	150.3	160.4

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DARDEN RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In Thousands, Except per Share Data)
(Unaudited)
	13 Weeks Ended
	8/27/2006	8/28/2005
Sales	$ 1,455,874	$ 1,409,167
Costs and expenses:
Cost of sales:
Food and beverage	417,554	419,195
Restaurant labor	470,094	449,159
Restaurant expenses	223,676	214,694
Total cost of sales (1)	$ 1,111,324	$ 1,083,048
Selling, general and administrative	142,311	132,972
Depreciation and amortization	56,744	54,138
Interest, net	10,268	10,948
Asset impairment, net	4,650	63
Total costs and expenses	$ 1,325,297	$ 1,281,169
Earnings before income taxes	130,577	127,998
Income taxes	(42,034)	(42,484)
Net earnings	$ 88,543	$ 85,514
Net earnings per share:
Basic	$ 0.61	$ 0.56
Diluted	$ 0.59	$ 0.53
Average number of common shares outstanding:
Basic	144,900	153,300
Diluted	150,300	160,400
(1) Excludes restaurant depreciation and amortization        as follows:	$ 52,647	$ 50,420

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DARDEN RESTAURANTS, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands)
(Unaudited)
	8/27/2006	5/28/2006
ASSETS
Current assets:
Cash and cash equivalents	$ 45,551	$ 42,334
Receivables, net	61,838	37,111
Inventories, net	208,653	198,723
Prepaid expenses and other current assets	38,371	29,889
Deferred income taxes	71,887	69,550
Total current assets	$ 426,300	$ 377,607
Land, buildings and equipment, net	2,449,324	2,446,035
Other assets	184,551	186,528
Total assets	$ 3,060,175	$ 3,010,170
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$ 195,709	$ 213,239
Short-term debt	80,000	44,000
Accrued payroll	94,933	123,176
Accrued income taxes	96,868	64,792
Other accrued taxes	49,238	46,853
Unearned revenues	86,048	100,761
Current portion of long-term debt	149,966	149,948
Other current liabilities	283,768	283,309
Total current liabilities	$ 1,036,530	$ 1,026,078
Long-term debt, less current portion	493,855	494,653
Deferred income taxes	86,704	90,573
Deferred rent	136,989	138,530
Other liabilities	41,503	30,573
Total liabilities	$ 1,795,581	$ 1,780,407
Stockholders’ equity:
Common stock and surplus	$ 1,813,267	$ 1,806,367
Retained earnings	1,773,285	1,684,742
Treasury stock	(2,293,524)	(2,211,222)
Accumulated other comprehensive income (loss)	(4,968)	(5,570)
Unearned compensation	(23,123)	(44,186)
Officer notes receivable	(343)	(368)
Total stockholders’ equity	$ 1,264,594	$ 1,229,763
Total liabilities and stockholders’ equity	$ 3,060,175	$ 3,010,170

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EX-99

Exhibit 99.2

DARDEN RESTAURANTS, INC.

NEWS/INFORMATION

Media & Communications

P.O. Box 593330

Orlando, FL 32859

Contacts:

(Analysts) Matthew Stroud (407) 245-6458

(Media) Jim DeSimone (407) 245-4567

FOR RELEASE

September 19, 2006

4:45 PM ET

Darden CFO to Retire

Casual Dining Leader Announces Key Leadership Appointments

ORLANDO, Fla. (Sept.19, 2006) Linda Dimopoulos, 56, Chief Financial Officer of Darden Restaurants Inc. (NYSE: DRI), has announced that she will retire effective June 30, 2007 after 25 years of dedicated service to the company. Darden owns and operates Red Lobster, Olive Garden, Bahama Breeze, Smokey Bones Barbeque & Grill and Seasons 52 restaurants.

Darden Chairman and CEO Clarence Otis also announced Tuesday that the company’s Board of Directors has elected Brad Richmond, 48, currently Darden’s senior vice president, Corporate Controller, to succeed Dimopoulos as senior vice president and Chief Financial Officer.

Succeeding Richmond will be Val Collins, 47, who currently serves as senior vice president and Chief Information Officer for the company.

“We will miss Linda’s good counsel, financial savvy and tremendous spirit,” said Otis. “She has been a major contributor to Darden and she is a great friend to me and to many others in the company.

It is also a tribute to Linda’s legacy of developing outstanding leadership in Finance that I’m able to announce Brad and Val’s appointments. These talented leaders will ensure Darden continues firmly on a path to becoming the best in casual dining now and for generations.”

Richmond and Collins will assume their new posts effective December 1, 2006 and Dimopoulos will remain as an adviser to the Darden Executive Team and to Richmond through her June 30 retirement date. This succession timetable leverages her leadership and expertise to provide a smooth, seamless transition through the rest of Darden’s 2007 fiscal year and through the fiscal 2008 planning cycle.

Dimopoulos has played an instrumental role in establishing a very strong financial function at Darden both before and after the company spun off from General Mills in 1995. Her efforts are a big reason Darden is recognized as a leader in casual dining financial operations, analysis and strategy.

“I’m now entering a new phase in my life – retirement,” Dimopoulos said, “where I can focus even more on my family and on the many other interests I have outside work.”

Dimopoulos joined General Mills Restaurants in 1982 as Director of Accounting holding increasingly responsible positions at Red Lobster and at Darden until she became CFO in December 2002, succeeding Otis in the role. Throughout her career, she provided strategic leadership and helped shape business priorities and technology strategy. She also helped Darden develop effective fiscal discipline and control systems.

“Linda lives our core values,” Otis said. “And her commitment to integrity and excellence is one reason Darden has been singled out as a company with strong ethics and good governance.

As Richmond assumes his new duties as CFO, he will join the Darden Executive Team led by Otis.

“Brad’s promotion recognizes his strong values and significant contributions to our growth during his 24 years with Darden,” said Otis. “He has broad-based experience in Darden’s finance, marketing, menu planning and business systems areas.”

Richmond joined Darden in 1982 as a food and beverage analyst for Casa Gallardo, an operating company formerly owned and operated by Darden. He held progressively more responsible positions with several operating companies, including Red Lobster and Olive Garden, in both the United States and Canada. He served as Red Lobster’s Senior Vice President, Corporate Controller and Strategic Planning until Darden appointed him Senior Vice President, Corporate Controller for the entire enterprise in August, 2005.

Val Collins, who will serve as senior vice president, Corporate Controller and Chief Information Officer, joined Red Lobster in 1985 as Manager of Accounting Systems and subsequently held several positions in accounting, finance and technology, including operating company controller for both Olive Garden and Red Lobster. Darden named her Senior Vice President, Chief Information Officer in January, 2003. In that position she has helped the company integrate technology into every corporate discipline, improving the employee experience and customer service while positioning Darden for accelerated sales growth and continued strong profit growth going forward.

She will continue to serve as a member of the Darden Operating Team led by Darden President and Chief Operating Officer Drew Madsen.

“Val will provide direction to Darden’s operating company controllers, lead Darden’s integrated technology efforts and serve on the company’s Operations and Marketing Leadership Boards,” Madsen said. “The breadth of Brad and Val’s combined talents is an important benefit to the company.”

“We strongly believe that these appointments will help Darden capture the significant long-term growth opportunity before us,” Otis said. “Brad and Val have the leadership skills and expertise to help us achieve our goals of more consistently delivering industry leading performance and setting the pace for innovation in casual dining.”

Darden Restaurants, Inc., headquartered in Orlando, Florida, is the largest publicly held casual dining restaurant company in the world serving more than 300 million meals during fiscal 2006. The company operates over 1,400 restaurants in the United States and Canada with over 150,000 employees and annual sales of over $5 billion.

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