<SUBMISSION>
<ACCESSION-NUMBER>0000940944-01-500098
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20010826
<FILING-DATE>20011010
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DARDEN RESTAURANTS INC
<CIK>0000940944
<ASSIGNED-SIC>5812
<IRS-NUMBER>593305930
<STATE-OF-INCORPORATION>FL
<FISCAL-YEAR-END>0526
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-13666
<FILM-NUMBER>1755733
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>5900 LAKE ELLENOR DR
<CITY>ORLANDO
<STATE>FL
<ZIP>32809
<PHONE>4072454000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5900 LAKE ELLENOR DRIVE
<CITY>ORLANDO
<STATE>FL
<ZIP>32809
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GENERAL MILLS RESTAURANTS INC
<DATE-CHANGED>19950313
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>form10q_fy02.txt
<DESCRIPTION>FORM 10-Q - FY02 -1ST QUARTER
<TEXT>
------------------------------------------------------------------------------

------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


------------------------------------------------------------------------------

                                    FORM 10-Q

------------------------------------------------------------------------------


(Mark One)
[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                For the quarterly period ended August 26, 2001

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

       For the transition period from .............. to ..............

------------------------------------------------------------------------------

                                     1-13666
                             Commission File Number

------------------------------------------------------------------------------

                            DARDEN RESTAURANTS, INC.
             (Exact name of registrant as specified in its charter)

        Florida                                           59-3305930
(State or other jurisdiction                (I.R.S. Employer Identification No.)
 of corporation or oganization)


       5900 Lake Ellenor Drive
          Orlando, Florida                                   32809
(Address of principal executive offices)                  (Zip Code)

                                 407-245-4000
             (Registrant's telephone number, including area code)

------------------------------------------------------------------------------

         Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required  to be  filed  by  Section  13 or  15(d)  of the  Securities
Exchange  Act of 1934  during the  preceding  12 months  (or for such  shorter
period that the  registrant  was required to file such  reports),  and (2) has
been subject to such filing requirements for the past 90 days. [X] Yes [ ] No

------------------------------------------------------------------------------

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

         Number of shares of Common Stock, no par value, outstanding as of
October 1, 2001: 116,548,161 (excluding 53,996,881 shares held in the Company's
treasury).

------------------------------------------------------------------------------

------------------------------------------------------------------------------

------------------------------------------------------------------------------



<PAGE>


                            DARDEN RESTAURANTS, INC.


                                TABLE OF CONTENTS



                                                                        Page

Part I - Financial Information

         Item 1.  Financial Statements

                  Consolidated Statements of Earnings                     3

                  Consolidated Balance Sheets                             4

                  Consolidated Statements of Changes in
                  Stockholders' Equity                                    5

                  Consolidated Statements of Cash Flows                   6

                  Notes to Consolidated Financial Statements              7

         Item 2.  Management's  Discussion and Analysis of
                  Financial Condition and Results of Operations           9

         Item 3.  Quantitative and Qualitative Disclosures About
                  Market Risk                                            11

Part II -         Other Information

         Item 1.  Legal Proceedings                                      12

         Item 5.  Other information                                      12

         Item 6.  Exhibits and Reports on Form 8-K                       12

Signatures                                                               13

Index to Exhibits                                                        14


                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

Item 1.   Financial Statements

                            DARDEN RESTAURANTS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In Thousands, Except per Share Data)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                              Thirteen Weeks Ended
 -------------------------------------------------------------------------------------------------------------------
                                                                    August 26, 2001           August 27, 2000
 -------------------------------------------------------------------------------------------------------------------
 <S>                                                                <C>                       <C>

 Sales........................................................        $ 1,081,489               $ 1,018,205
 Costs and Expenses:
    Cost of sales:
      Food and beverage.......................................            343,592                   331,037
      Restaurant labor........................................            333,446                   318,631
      Restaurant expenses.....................................            154,150                   139,444
                                                                      -----------               -----------
        Total Cost of Sales...................................        $   831,188               $   789,112
    Selling, general and administrative.......................            106,940                    99,345
    Depreciation and amortization.............................             39,510                    35,636
    Interest, net.............................................              8,274                     6,274
                                                                      -----------               -----------
          Total Costs and Expenses............................        $   985,912               $   930,367
                                                                      -----------               -----------

 Earnings before Income Taxes.................................             95,577                    87,838
 Income Taxes.................................................            (33,421)                  (30,917)
                                                                      -----------               -----------

 Net Earnings.................................................        $    62,156               $    56,921
                                                                      ===========               ===========

 Net Earnings per Share:
    Basic.....................................................        $      0.53               $      0.47
                                                                      ===========               ===========
    Diluted...................................................        $      0.51               $      0.46
                                                                      ===========               ===========

 Average Number of Common Shares Outstanding:
    Basic.....................................................            117,400                   121,600
                                                                      ===========               ===========
    Diluted...................................................            122,500                   124,400
                                                                      ===========               ===========


</TABLE>

--------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.

                                       3
<PAGE>


                            DARDEN RESTAURANTS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)
<TABLE>
<CAPTION>

                                                                      (Unaudited)
--------------------------------------------------------------------------------------------------------------------
                                                                   August 26, 2001             May 27, 2001
--------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                        <C>

                            ASSETS
Current Assets:
   Cash and cash equivalents.................................       $      35,780             $      61,814
   Receivables...............................................              24,075                    32,870
   Inventories...............................................             171,672                   148,429
   Net assets held for disposal..............................              12,978                    10,087
   Prepaid expenses and other current assets.................              18,131                    26,942
   Deferred income taxes.....................................              48,483                    48,000
                                                                    -------------             -------------
     Total Current Assets....................................       $     311,119             $     328,142
Land, Buildings and Equipment................................           1,796,138                 1,779,515
Other Assets.................................................             147,681                   110,801
                                                                    -------------             -------------

       Total Assets..........................................       $   2,254,938             $   2,218,458
                                                                    =============             =============

             LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable..........................................       $     171,026             $     156,859
   Short-term debt...........................................                                        12,000
   Current portion of long-term debt.........................               2,640                     2,647
   Accrued payroll...........................................              64,518                    82,588
   Accrued income taxes......................................              71,119                    47,698
   Other accrued taxes.......................................              30,052                    27,429
   Other current liabilities.................................             218,437                   225,037
                                                                    -------------             -------------
     Total Current Liabilities...............................       $     557,792             $     554,258
Long-term Debt...............................................             515,957                   517,927
Deferred Income Taxes........................................              92,378                    90,782
Other Liabilities............................................              19,978                    20,249
                                                                    -------------             -------------
       Total Liabilities.....................................       $   1,186,105             $   1,183,216
                                                                    -------------             -------------

Stockholders' Equity:
   Common stock and surplus..................................       $   1,428,946             $   1,405,799
   Retained earnings.........................................             594,277                   532,121
   Treasury stock............................................            (890,396)                 (840,254)
   Accumulated other comprehensive income....................             (13,022)                  (13,102)
   Unearned compensation.....................................             (50,972)                  (49,322)
                                                                    -------------             --------------
       Total Stockholders' Equity............................         $ 1,068,833             $   1,035,242
                                                                    -------------             --------------

         Total Liabilities and Stockholders' Equity..........         $ 2,254,938             $   2,218,458
                                                                     ============             ==============

--------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4

<PAGE>


                            DARDEN RESTAURANTS, INC.
          CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY For the
       Thirteen Weeks Ended August 26, 2001 and August 27, 2000
                                 (In Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------

                                              Common                              Accumulated
                                               Stock                                 Other                       Total
                                                and      Retained    Treasury    Comprehensive    Unearned   Stockholders'
                                              Surplus    Earnings      Stock        Income      Compensation     Equity
----------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>           <C>         <C>         <C>            <C>          <C>

Balance at May 27, 2001.................... $ 1,405,799   $532,121   $(840,254)     $(13,102)     $(49,322)     $1,035,242
Comprehensive income:
    Net earnings...........................                 62,156                                                  62,156
    Other comprehensive income:
         Foreign currency adjustment.......                                              102                           102
         Change in fair value of derivatives                                             (22)                          (22)
                                                                                                                ----------
       Total comprehensive income..........                                                                         62,236
Stock option exercises (962 shares)........    11,262                                                               11,262

Issuance of restricted stock (188 shares),
 net of forfeiture adjustments.............     4,144                      658                      (4,742)             60
Earned compensation........................                                                          1,067           1,067
ESOP note receivable repayments............                                                          2,025           2,025
Income tax benefit credited to equity......     7,231                                                                7,231
Purchases of common stock for treasury
   (1,815 shares)..........................                            (51,196)                                    (51,196)
Issuance of treasury stock under Employee
 Stock Purchase Plan (45 shares) ..........       510                      396                                         906
----------------------------------------------------------------------------------------------------------------------------
Balance at August 26, 2001.................$1,428,946     $594,277   $(890,396)     $(13,022)     $(50,972)     $1,068,833
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
<CAPTION>

                                              Common                              Accumulated
                                               Stock                                 Other                       Total
                                                and      Retained    Treasury    Comprehensive    Unearned   Stockholders'
                                              Surplus    Earnings      Stock        Income      Compensation     Equity
----------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>         <C>         <C>            <C>          <C>

Balance at May 28, 2000.................... $1,351,707    $344,579   $(666,837)    $(12,457)       $(56,522)    $960,470
Comprehensive income:
   Net earnings............................                 56,921                                                56,921
   Other comprehensive income,
   foreign currency adjustment.............                                             238                          238
                                                                                                                ------------
       Total comprehensive income..........                                                                       57,159
Stock option exercises (495 shares)........      5,143                                                             5,143
Issuance of restricted stock (330 shares),
 net of forfeiture adjustments.............      3,430                   1,027                       (4,493)         (36)
Earned compensation........................                                                           1,006        1,006
ESOP note receivable repayments............                                                           2,950        2,950
Income tax benefit credited to equity......      2,116                                                             2,116
Purchases of common stock for treasury
   (3,355 shares)..........................                            (57,422)                                  (57,422)
Issuance of treasury stock under Employee
 Stock Purchase Plan (60 shares)...........        298                     524                                       822
----------------------------------------------------------------------------------------------------------------------------
Balance at August 27, 2000................. $1,362,694    $401,500  $ (722,708)    $(12,219)       $(57,059)    $972,208
----------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.
                                       5

<PAGE>


                            DARDEN RESTAURANTS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                  Thirteen Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                                                         August 26, 2001        August 27, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                    <C>

Cash Flows--Operating Activities
   Net earnings....................................................          $   62,156             $   56,921
   Adjustments to reconcile net earnings to cash flow:
     Depreciation and amortization.................................              39,510                 35,636
     Amortization of unearned compensation and loan costs..........               1,894                  1,631
     Change in current assets and liabilities......................               9,904                  5,249
     Change in other liabilities ..................................                (271)                   (81)
     Loss on disposal of land, buildings and equipment.............               1,233                    539
     Deferred income taxes.........................................               1,113                 (1,257)
     Income tax benefit credited to equity.........................               7,231                  2,116
     Other, net....................................................                 193                    (87)
                                                                           ------------             ----------
       Net Cash Provided by Operating Activities...................          $  122,963             $  100,667
                                                                              ---------             ----------

Cash Flows--Investing Activities
   Purchases of land, buildings and equipment......................             (60,186)               (82,221)
   Increase in other assets........................................              (6,591)                (2,432)
   Purchase of trust owned life insurance..........................             (31,500)
   Proceeds from disposal of land, buildings and equipment
     (including net assets held for disposal)......................                 369                  4,575
                                                                          -------------             ----------
       Net Cash Used by Investing Activities.......................          $  (97,908)            $  (80,078)
                                                                          --------------            ----------

Cash Flows--Financing Activities
   Proceeds from issuance of common stock..........................              12,168                  5,965
   Purchases of treasury stock.....................................             (51,196)               (57,422)
   ESOP note receivable repayment..................................               2,025                  2,950
   (Decrease) Increase in short-term debt..........................             (12,000)                37,300
   Repayment of long-term debt.....................................              (2,032)                (2,956)
   Payment of loan costs...........................................                 (54)                  (147)
                                                                          -------------             ----------
       Net Cash Used by Financing Activities.......................          $  (51,089)            $  (14,310)
                                                                             ----------             ----------

(Decrease) Increase in Cash and Cash Equivalents...................             (26,034)                 6,279
Cash and Cash Equivalents - Beginning of Period....................              61,814                 26,102
                                                                            -----------             ----------

Cash and Cash Equivalents - End of Period..........................          $   35,780             $   32,381
                                                                             ==========             ==========

Cash Flow from Changes in Current Assets and Liabilities
   Receivables.....................................................               8,795                    554
   Inventories.....................................................             (23,243)               (33,879)
   Prepaid expenses and other current assets.......................                 459                    182
   Accounts payable................................................              14,167                 24,414
   Accrued payroll.................................................             (18,070)               (12,398)
   Accrued income taxes............................................              23,421                 29,926
   Other accrued taxes.............................................               2,623                  2,755
   Other current liabilities.......................................               1,752                 (6,305)
                                                                           ------------             ----------
     Change in Current Assets and Liabilities......................         $     9,904             $    5,249
                                                                            ===========             ==========

--------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.
                                       6

<PAGE>


                            DARDEN RESTAURANTS, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
             (Dollar Amounts in Thousands, Except per Share Data)


Note 1.  Background

     Darden  Restaurants,  Inc. (the  "Company") owns and operates casual dining
restaurants  under  the trade  names Red  Lobster(R),  Olive  Garden(R),  Bahama
Breeze(R)  and Smokey  Bones(R)  BBQ Sports Bar.  These  consolidated  financial
statements  have  been  prepared  by  the  Company  pursuant  to the  rules  and
regulations of the Securities and Exchange  Commission (the "SEC").  They do not
include  certain  information  and  footnotes  required  by  generally  accepted
accounting principles for complete financial statements. However, in the opinion
of management, all adjustments considered necessary for a fair presentation have
been included and are of a normal recurring  nature.  Operating  results for the
thirteen  weeks ended  August 26,  2001 are not  necessarily  indicative  of the
results that may be expected for the fiscal year ending May 26, 2002.

     These  statements  should  be read in  conjunction  with  the  consolidated
financial  statements  and footnotes  included in our annual report on Form 10-K
for the year ended May 27, 2001 ("Form 10-K").  The accounting  policies used in
preparing  these  consolidated  financial  statements  are  the  same  as  those
described in our Form 10-K.  Certain  reclassifications  have been made to prior
period amounts to conform with current period presentation.

Note 2.  Consolidated Statements of Cash Flows

     During the thirteen weeks ended August 26, 2001  (hereafter  sometimes also
referred to as "the  quarter"),  the Company  paid $7,496 for  interest  (net of
amounts  capitalized)  and $1,620 for income  taxes.  During the thirteen  weeks
ended  August 27, 2000,  the Company  paid $9,657 for  interest  (net of amounts
capitalized) and $851 for income taxes.

Note 3.  Net Earnings Per Share

     Outstanding stock options issued by the Company represent the only dilutive
effect  reflected in diluted  weighted  average shares  outstanding.  Options to
purchase  68,822 and  3,858,748  shares of common stock were  excluded  from the
calculation  of diluted  earnings per share for the thirteen  weeks ended August
26,  2001 and August 27,  2000,  respectively,  because  their  exercise  prices
exceeded the average market price of common shares for the period.

Note 4.   Derivatives

     In June 1998,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement  of  Financial   Accounting  Standards  (SFAS)  133,  "Accounting  for
Derivative  Instruments  and Hedging  Activities".  SFAS 133  requires  that all
derivative  instruments be recorded on the balance sheet at fair value. Gains or
losses  resulting  from  changes  in the fair  values of those  derivatives  are
recorded  each  period  in  current  earnings  or  other  comprehensive  income,
depending on whether a derivative is  designated as part of a hedge  transaction
and the type of hedge  transaction.  The  ineffective  portion  of all hedges is
recognized in earnings.  In June 2000, the FASB issued SFAS 138, "Accounting for
Certain Derivative  Instruments and Certain Hedging Activities - an Amendment of
FASB  Statement No. 133".  SFAS 138,  which amended the accounting and reporting
standards of SFAS 133 for certain derivative instruments and hedging activities,
was required to be adopted  concurrently with SFAS 133. The Company adopted SFAS
133 and SFAS 138 in the first  quarter of fiscal 2002.  There were no transition
adjustments  that were  required to be recognized as a result of the adoption of
these  new  standards,  and  therefore  adoption  of  these  standards  did  not
materially  impact the Company's  consolidated  financial  position,  results of
operations or cash flows.

                                       7
<PAGE>

     During the quarter,  the Company  entered into futures  contracts to reduce
the risk of natural gas price fluctuations.  To the extent these derivatives are
effective in offsetting the variability of the hedged cash flows, changes in the
derivatives' fair value are not included in current earnings but are reported as
other comprehensive  income, a component of stockholders'  equity. These changes
in fair value will be included in  earnings of future  periods  when the natural
gas is purchased and used by the Company in its operations.  It is expected that
$22 of net losses related to these  contracts,  recognized in accumulated  other
comprehensive income as of August 26, 2001, will be reclassified into restaurant
expenses  during  the  fiscal  year  ending May 26,  2002.  To the extent  these
derivatives  are not  effective,  changes in their  fair  value are  immediately
recognized in current  earnings.  No gains or losses were recognized in earnings
during the thirteen weeks ended August 26, 2001.

     As of August 26, 2001, the maximum length of time over which the Company is
hedging its exposure to the variability in future natural gas cash flows is nine
months.  No gains or losses were  reclassified  into earnings as a result of the
discontinuance  of natural gas cash flow hedges because it was probable that the
original forecasted transactions would not occur.

Note 5.  Trust Owned Life Insurance

     In  August  2001,  the  Company  caused a  trust,  that it  previously  had
established,  to purchase  life  insurance  policies  covering  certain  Company
officers and other key employees  ("Trust Owned Life Insurance" or "TOLI").  The
trust is the owner and sole beneficiary of the TOLI policies.  The policies were
purchased to offset some of the costs of the participant  earnings  component of
the Company's existing nonqualified deferred compensation plan.

     The cash surrender value of the policies, which is included in other assets
in the accompanying  consolidated balance sheets,  amounted to $31,500 at August
26, 2001.  Changes in cash surrender value are included in selling,  general and
administrative expenses in the accompanying consolidated statements of earnings.

Note 6.  Restructuring Liability

     In  1997,  the  Company  recorded   restructuring  charges  of  $70,900  in
connection  with the  closing  of certain  restaurant  properties.  The  related
liabilities  are  included  in other  current  liabilities  in the  accompanying
consolidated  balance  sheets  and were  established  to  accrue  for  estimated
carrying costs of buildings and equipment prior to disposal,  employee severance
costs,   lease  buy-out   provisions  and  other  costs   associated   with  the
restructuring  action. All restaurant  closings under this restructuring  action
have been completed. The remaining restructuring actions,  including disposal of
the closed owned  properties and the lease buy-outs related to the closed leased
properties, are expected to be substantially completed during the current fiscal
year.

     A summary of restructuring  liability activity for the thirteen weeks ended
August 26, 2001 is as follows:
<TABLE>
<CAPTION>

                 <S>                                                                             <C>

                 Balance at May 27, 2001................................................         $ 5,798
                 Cash Payments:
                      Carrying costs and employee severance payments....................            (194)
                      Lease payments including lease buy-outs...........................            (183)
                                                                                                 -------
                 Balance at August 26, 2001.............................................         $ 5,421
</TABLE>

Note 7.  Treasury Stock

     Pursuant to the Company's 64.6 million share stock  repurchase  program and
in accordance with applicable  securities  regulations,  the Company repurchased
1,815,404  shares of its common stock for $51,196 in the first quarter of fiscal
2002,  resulting in a cumulative  repurchase as of August 26, 2001 of a total of
54,332,771 shares. The Company's stock repurchase plan is used by the Company to
offset the dilutive effect of stock option exercises and to increase shareholder
value. The repurchased common stock is reflected as a reduction of stockholders'
equity.


                                       8

<PAGE>


Item 2.  Management's  Discussion  and  Analysis of  Financial  Condition  and
         Results of Operations

     The following  table sets forth  selected  restaurant  operating  data as a
percentage of sales for the periods  indicated.  All information is derived from
the consolidated  statements of earnings for the thirteen weeks ended August 26,
2001 and August 27, 2000.
<TABLE>
<CAPTION>

                                                                              Thirteen Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                                                   August 26, 2001            August 27, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                        <C>

Sales........................................................             100.0%                    100.0%
Costs and Expenses:
   Cost of sales:
     Food and beverage.......................................              31.8                      32.5
     Restaurant labor........................................              30.8                      31.3
     Restaurant expenses.....................................              14.3                      13.7
                                                                         ------                    ------
       Total Cost of Sales...................................              76.9%                     77.5%
   Selling, general and administrative.......................               9.9                       9.8
   Depreciation and amortization.............................               3.6                       3.5
   Interest, net.............................................               0.8                       0.6
                                                                        -------                    ------
         Total Costs and Expenses............................              91.2%                     91.4%
                                                                                                   ------

Earnings before Income Taxes.................................               8.8                       8.6
Income Taxes.................................................              (3.1)                     (3.0)
                                                                        -------                    ------

Net Earnings.................................................               5.7%                      5.6%
                                                                        =======                    ======
</TABLE>

--------------------------------------------------------------------------------
Results of Operations

     For the fiscal 2002 first quarter ended August 26, 2001, earnings after tax
were $62.2 million or 51 cents per diluted share, compared to earnings after tax
of $56.9  million  or 46 cents per  diluted  share in the first  quarter of last
year.  The increase in first  quarter  earnings was  primarily  attributable  to
strong  same-restaurant  sales at both Red  Lobster and Olive  Garden.  Sales of
$1.08  billion for the first  quarter  were 6.2%  higher than last year's  first
quarter.  The increase in sales was primarily  attributable to a net increase of
35 restaurants since August 27, 2000, and an increase in same-restaurant sales.

     Food and beverage costs for the first quarter were 31.8% of sales, compared
to 32.5% of sales  last year  primarily  attributable  to lower  product  costs.
Restaurant labor costs decreased to 30.8% of sales compared to last year's 31.3%
of sales  primarily due to  efficiencies  resulting  from higher sales  volumes.
Restaurant  expenses  increased  to 14.3% of sales  compared  to 13.7% last year
primarily  due to  increased  utility and new  restaurant  preopening  expenses,
partially  offset by the impact of higher sales  volumes.  Selling,  general and
administrative  expenses  amounted to 9.9% of sales which was comparable to last
year's 9.8% of sales.  Depreciation  and  amortization  as a percentage of sales
increased  from 3.5% to 3.6% primarily as a result of new restaurant and remodel
activity,  partially  offset by the  favorable  impact of higher sales  volumes.
Interest expense increased to 0.8% of sales compared to 0.6% last year primarily
due to higher debt levels.

     The  effective  tax rate for the first  quarter  of  fiscal  2002 was 35.0%
compared to 35.2% in last year's first  quarter.  The decrease in the  effective
tax rate resulted  primarily from  increases in annual  expected tax credits and
tax exempt income, partially offset by a higher level of expected pre-tax income
for 2002 and a reduction in certain tax deductible costs.

Division Results

     Red  Lobster  sales of $578.3  million  were 3.9% above last  year's  first
quarter.  Same-restaurant  sales in the  United  States  increased  3.2% for the
quarter,  marking the fifteenth  consecutive  quarter of  same-restaurant  sales
increases.  First  quarter  operating  profits  improved  over  the  prior  year
primarily as a result of the increased  sales and lower food and beverage  costs
as a percentage of sales.

                                       9
<PAGE>

     Olive  Garden  sales of $462.2  million  were 6.0% above last year's  first
quarter. Same-restaurant sales in the United States increased 4.2%, representing
the twenty-eighth consecutive quarter of same-restaurant sales increases.  First
quarter  operating  profits  improved  over  the  prior  year  primarily  due to
increased   sales  and  lower   restaurant   labor  and  selling,   general  and
administrative  expenses as a percentage  of sales,  partially  offset by higher
restaurant expenses as a percentage of sales.

     Bahama Breeze continued to produce strong sales during the quarter. Two new
openings occurred in the first quarter, bringing the total number of restaurants
in operation to 23. One additional  restaurant opened since the end of the first
quarter and at least five more openings are scheduled for this fiscal year.

     Restaurant  sales at Smokey Bones continue to exceed  management's  initial
expectations.  One new opening  occurred in the first quarter bringing the total
number of restaurants  in operation to ten. Five  additional  restaurants  under
construction are planned to open in fiscal 2002.

     The table below  details the number of  restaurants  open at the end of the
first  quarter of fiscal 2002,  compared  with the number open at the end of May
2001 and the end of last fiscal year's first quarter.

                              NUMBER OF RESTAURANTS
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                         August 26, 2001             May 27, 2001             August 27, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                         <C>                      <C>
Red Lobster - USA..................              628                       629                       621
Red Lobster - Canada...............               32                        32                        32
                                            --------                    ------                    ------
     Total.........................              660                       661                       653

Olive Garden - USA.................              475                       472                       464
Olive Garden - Canada..............                5                         5                         5
                                            --------                    ------                    ------
     Total.........................              480                       477                       469

Bahama Breeze......................               23                        21                        14

Smokey Bones ......................               10                         9                         2
                                            --------                    ------                    ------

     Total.........................            1,173                     1,168                     1,138
                                            ========                    ======                    ======

--------------------------------------------------------------------------------------------------------------------
</TABLE>

Seasonality

     The Company's sales volumes fluctuate seasonally.  In fiscal years 2000 and
2001,  the Company's  sales were highest in the spring,  lowest in the fall, and
comparable  during  winter  and  summer.  Severe  weather,  storms  and  similar
conditions  may impact  sales  volumes  seasonally  in some  operating  regions.
Because of the  seasonality of the Company's  business,  results for any quarter
are not necessarily  indicative of the results that may be achieved for the full
fiscal year.

Financial Condition, Liquidity and Capital Resources

     Inventories  totaled  $171.7  million as of August 26, 2001, up from $148.4
million at May 27,  2001.  The increase  resulted  from  typical  first  quarter
increases  in seafood  inventory  levels  due to  availability.  The  additional
seafood is expected to be used during the current fiscal year.  Accounts payable
of $171.0  million at August 26, 2001,  increased from $156.9 million at May 27,
2001, principally as a result of the increased level of inventories.

     Other assets  totaled  $147.7 million as of August 26, 2001, up from $110.8
million at May 27, 2001.  The increase  resulted  primarily  from the  Company's
purchase of Trust Owned Life Insurance  during the first quarter with an initial
cash surrender value totaling $31.5 million.  The Trust Owned Life Insurance was
purchased  to offset some of the costs of the  Company's  nonqualified  deferred
compensation  plan.  Cash and cash  equivalents  of $35.8  million at August 26,
2001, decreased from $61.8 million at May 27, 2001, primarily as a result of the
purchase of this insurance.

                                       10
<PAGE>

     Accrued  income taxes of $71.1 million at August 26, 2001,  increased  from
$47.7  million  at May 27,  2001,  principally  due to the  timing of income tax
payments.

     The Company's long-term debt consists  principally of (i) $150.0 million of
unsecured  6.375  percent  notes due in February  2006,  (ii) $100.0  million of
unsecured 7.125 percent debentures due in February 2016, (iii) $150.0 million of
unsecured  8.375 percent senior notes due in September  2005, (iv) $75.0 million
of unsecured 7.45 percent  medium-term  notes due in April 2011, and (v) a $42.4
million  commercial bank loan that is used to support two loans from the Company
to the Employee  Stock  Ownership  Plan portion of the Darden  Savings Plan. The
Company also has a commercial paper program that serves as its primary source of
short-term  financing.   As  of  August  26,  2001,  there  were  no  borrowings
outstanding under the program. To support the program,  the Company has a credit
facility  with a  consortium  of banks  under which the Company can borrow up to
$300.0 million.  As of August 26, 2001,  no amounts were  outstanding  under the
credit facility.

     Capital  expenditures  were $60.2  million for the first  quarter of fiscal
2002  compared  to $82.2  million in last year's  first  quarter.  The  decrease
principally  relates to timing as the  Company  estimates  that its fiscal  2002
capital expenditures will be slightly more than that of fiscal 2001. The Company
repurchased  1,815,404 shares of its common stock for $51.2 million in the first
quarter of fiscal 2002  compared to 3,354,988  shares for $57.4  million in last
year's first quarter.

Forward-Looking Statements

     Certain information included in this report and other materials filed or to
be filed by the Company  with the SEC (as well as  information  included in oral
statements or written  statements made or to be made by the Company) may contain
statements  that are  forward-looking  within the  meaning of Section 27A of the
Securities Act of 1933, as amended,  and Section 21E of the Securities  Exchange
Act of 1934,  as amended.  Words or phrases such as "believe,"  "plan,"  "will",
"expect,"  "intend,"  "estimate,"  and  "project," and similar  expressions  are
intended to identify forward-looking  statements.  All of these statements,  and
any  other  statements  in this  report  that  are  not  historical  facts,  are
forward-looking.  Examples of forward-looking  statements  include,  but are not
limited  to,  statements  regarding  the number of new Bahama  Breeze and Smokey
Bones  restaurants  expected to be opened during fiscal 2002,  the completion of
certain  restructuring actions during the current fiscal year, and the Company's
plans  to   participate   in  the  "Dine  Out  for   America"   project.   These
forward-looking  statements are based on assumptions  concerning important risks
and uncertainties that could  significantly  affect  anticipated  results in the
future and,  accordingly,  could cause the actual  results to materially  differ
from  those  expressed  in  the  forward-looking  statements.  These  risks  and
uncertainties include, but are not limited to, competition,  economic and market
conditions, changes in food and other costs, importance of locations, effects of
government   regulations  and  the  Company's  ability  to  achieve  its  growth
objectives,  each of which is more  specifically  discussed  in Exhibit 99 filed
with the  Company's  Form  10-K,  which is  incorporated  into  this  report  by
reference.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to a variety of market risks, including fluctuations
in interest rates,  foreign currency  exchange rates, and commodity  prices.  To
manage this  exposure,  the Company  periodically  enters  into  interest  rate,
foreign  currency  exchange,  and commodity  instruments  for other than trading
purposes.

     The Company uses the  variance/covariance  method to measure value at risk,
over  time  horizons  ranging  from  one  week to one  year,  at the 95  percent
confidence  level.  As of August 26, 2001,  the  Company's  potential  losses in
future net earnings  resulting from changes in foreign currency  exchange rates,
commodity   prices,   and  floating  rate  debt  interest  rate  exposures  were
approximately  $1 million over a period of one year (including the impact of the
natural gas hedges  discussed above in Note 4 to the Financial  Statements).  At
August 26, 2001,  the value at risk from an increase in the fair value of all of
the  Company's  long-term  fixed-rate  debt,  over a  period  of one  year,  was
approximately $36 million.  The fair value of the Company's long-term fixed-rate
debt  during  the first  quarter  of fiscal  2002  averaged  approximately  $478
million,  with a high of  approximately  $489 million and a low of approximately
$470 million.  The Company's interest rate risk management objective is to limit
the impact of interest  rate  changes on earnings and cash flows by targeting an
appropriate mix of variable and fixed rate debt.

                                       11

<PAGE>


                                     PART II
                                OTHER INFORMATION

Item 1.  Legal Proceedings.

     From time to time, the Company is made a party to legal proceedings arising
in the  ordinary  course of  business.  The Company  does not  believe  that the
results of these legal  proceedings,  even if unfavorable  to the Company,  will
have  a  materially  adverse  impact  on  its  financial  position,  results  of
operations or cash flows.

Item 5.  Other Information.

     The Company is planning that, on October 11, 2001, all Company  restaurants
will mark the  one-month  anniversary  of the  terrorist  attacks  on the United
States by donating  100% of their  profits for the day to the American Red Cross
Disaster  Relief Fund as part of the national  "Dine Out for  America"  project.
Every meal purchased in Company restaurants that day will benefit relief efforts
and the victims and their  families  affected by the tragic  events on September
11, 2001.

Item 6.  Exhibits and Reports on Form 8-K.

         (a)      Exhibits.

                  Exhibit 10(a)     Darden  Restaurants,  Inc.  FlexComp Plan,
                                    as amended and restated.

                  Exhibit 10(b)     Darden  Restaurants,   Inc.   Compensation
                                    Plan  for   Non-Employee   Directors,   as
                                    amended.

                  Exhibit 10(c)     Darden  Restaurants,  Inc.  Stock Plan for
                                    Directors, as amended.

                  Exhibit 12        Computation   of  Ratio  of   Consolidated
                                    Earnings to Fixed Charges.

         (b)      Reports on Form 8-K.

                    (i)  On June 22, 2001, the Company filed a current report on
                         Form 8-K announcing annual and fourth quarter financial
                         results for fiscal  2001 as well as national  expansion
                         of Smokey Bones.


                                       12

<PAGE>


                                   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 thereunto duly authorized.


                                           DARDEN RESTAURANTS, INC.


Dated:   October 10, 2001                   By: /s/ Paula J. Shives
                                            ------------------------------------
                                               Paula J. Shives
                                               Senior Vice President,
                                               General Counsel and Secretary



Dated:   October 10, 2001                   By: /s/ Clarence Otis, Jr.
                                            ------------------------------------
                                               Clarence Otis, Jr.
                                               Senior Vice President,
                                               Chief Financial Officer
                                               (Principal financial and
                                                accounting officer)


                                       13
<PAGE>


                                INDEX TO EXHIBITS


Exhibit
Number            Exhibit Title


10(a)             Darden  Restaurants,  Inc.  FlexComp  Plan,  as amended  and
                  restated.

10(b)             Darden Restaurants,  Inc. Compensation Plan for Non-Employee
                  Directors, as amended.

10(c)             Darden  Restaurants,  Inc.  Stock  Plan  for  Directors,  as
                  amended.

  12              Computation of Ratio of Consolidated Earnings to Fixed Charges


                                       14






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10a.txt
<DESCRIPTION>EXHIBIT 10A, FLEX COMP
<TEXT>



                     DARDEN RESTAURANTS, INC. FLEXCOMP PLAN


                As Amended and Restated Effective January 1, 1998


<PAGE>


                     DARDEN RESTAURANTS, INC. FLEXCOMP PLAN


                             ARTICLE I INTRODUCTION


     Section 1.1 Purpose of Plan. Darden  Restaurants,  Inc.  (formerly known as
"General Mills Restaurants,  Inc.") hereby adopts the Darden  Restaurants.  Inc.
FlexComp Plan (the "Plan") for a select group of the key  management  and highly
compensated  employees of the Company as a means of providing bonus income and a
method for sheltering a portion of an eligible  individual's income from current
taxation by providing (i) current bonus income  (referred to herein as "FlexComp
Awards")  on an  annual  basis  and  providing  a means  by  which  an  eligible
individual  may elect to defer  the  payment  of all or a portion  of his or her
FlexComp  Award for a period of one or more years,  and (ii) a means by which an
eligible individual may elect to defer the payment of all or a portion of his or
her salary and/or  applicable  bonus (in addition to his FlexComp  Awards) for a
period  of one or  more  years.  In  addition,  this  Plan is  intended  to be a
successor  Plan with  respect  to  certain  liabilities  on  behalf  of  certain
individuals  who had  deferred  compensation  accounts  under the General  Mills
Restaurants,  Inc. FlexComp Plan, the General Mills, Inc. Deferred  Compensation
Plan and/or the  Supplemental  Savings Plan of General Mills,  Inc.  immediately
prior to the Effective Date, which  liabilities were transferred to this Plan as
a result of the spin-off of General Mills Restaurants,  Inc. from General Mills,
Inc.

     Section 1.2 Effective  Date of Plan.  This Plan is a successor  plan to the
plans  named below as of the  Effective  Date.  This Plan is amended,  effective
January 1, 1996, to allow for the deferral of salary and bonuses with respect to
eligible individuals. The original effective date of the predecessor plans, from
which liabilities are transferred to this Plan, are as follows:

     (a)  The original  effective  date of the General Mills  Restaurants,  Inc.
          FlexComp Plan was June 1, 1994;

     (b)  The  original  effective  date of the  General  Mills,  Inc.  Deferred
          Compensation  Plan was May 1, 1984;  and

     (c)  The  original  effective  date  of the  Supplemental  Savings  Plan of
          General Mills, Inc. was July 25, 1983.

                                       1
<PAGE>


                                   ARTICLE II
                                   DEFINITIONS


     Section 2.1 Code shall mean the Internal  Revenue Code of 1986,  as amended
from time to time.

     Section 2.2 Committee shall mean the Minor Amendment Committee of the Board
of Directors of the Company or its delegate.

     Section 2.3  Company  shall mean Darden  Restaurants,  Inc.  and any of its
subsidiaries or affiliated business  entities as shall be authorized to
participate in the Plan by the Board, or its delegate.

     Section 2.4  Deferred  Comp  Participant  shall mean a  Participant  who is
eligible under Section 3.3 to defer all or a portion of his or her  compensation
(including salary and/or bonuses) as described in Section 4.4.

     Section 2.5 DSP shall mean the Darden  Savings Plan  (formerly  the "Profit
Sharing and Savings Plan for Darden Restaurants, Inc.).

     Section 2.6 Effective Date shall mean May 29, 1995.

     Section 2.7 FlexComp  Award  Participant  shall mean a  Participant  who is
eligible  under Section 3.2 for a FlexComp  Award under Section 4.1 and deferral
of that award under Section 4.3.

     Section 2.8 Management Incentive Plan shall mean the plan adopted by Darden
Restaurants, Inc. for key management employees.

     Section  2.9 Minor  Amendment  Committee  shall  mean the  Minor  Amendment
Committee, appointed by the Board of Directors of Darden Restaurants, Inc.

     Section 2.10  Participant  shall mean any employee of the Company who meets
the  eligibility  requirements  for a  deferral  under this Plan as set forth in
Article III.

     Section 2.11 Plan Year shall mean the  twelve-month  period ending each May
31.

     Section  2.12  Retirement  Plan shall mean the  Retirement  Income  Plan of
Darden  Restaurants,  Inc. (formerly the "Pension Plan for Salaried Employees of
General Mills Restaurants, Inc. ").

                                       2

<PAGE>



     Section 2.13 Supplemental  Savings Plan shall mean the Supplemental Savings
Plan of General Mills, Inc. under which certain employees of General Mills, Inc.
or one of its affiliates had an account balance as of the Effective Date,  which
liabilities  were  transferred  to this Plan as of the Effective  Date, or, with
respect to individuals  who became  employees of the Company after the Effective
Date,  but  before the  one-year  anniversary  of the  Effective  Date,  on said
one-year anniversary of the Effective Date.

                                       3

<PAGE>




                                   ARTICLE III
                      ELIGIBILITY FOR AWARDS AND DEFERRALS


     Section 3.1  Participation.  An individual  shall be a Participant  in this
Plan only if he or she  satisfies any of the  eligibility  criteria set forth in
Section 3.2 or Section 3.3.  Upon  becoming a  Participant  under Section 3.2 or
Section 3.3, such an individual shall be permitted to participate solely for the
deferral and award provisions of this Plan for which he or she has satisfied the
eligibility  criteria.   Notwithstanding  the  foregoing,  in  no  event  may  a
Participant  defer  any  amounts  under  this  Plan  during  a  period  when the
individual  is  receiving  any amounts  paid  pursuant  to a  severance  plan or
arrangement or a special service allowance maintained by the Company.

     Section 3.2 FlexComp  Award  Participants.  An individual who has completed
one year of service with the Company (including service with General Mills, Inc.
prior to the  Effective  Date)  shall be  eligible  to become a  FlexComp  Award
Participant in the FlexComp  Award feature of this Plan  (including the deferral
of such Award) for a Plan Year, if such individual:

     (a)  is  designated  as  eligible  to  participate  hereunder  by the Minor
          Amendment Committee (or its designee);

     (b)  is a highly  compensated  employee (as defined in Code Section  414(q)
          and the  regulations  and other guidance  issued  thereunder)  for the
          current DSP and  Retirement  Plan plan years (or,  within the last two
          plan years of the DSP and the Retirement Plan was a highly compensated
          employee) or is employed at a salary  which,  on an annual  basis,  is
          anticipated to exceed  $80,000  (adjusted for increases in the cost of
          living at the same time and in the same  manner  permitted  under Code
          Section 415(d));

     (c)  is either  employed  by the  Company  or  receiving  benefits  under a
          long-term  disability  income plan of the Company  ("LTD  Plan") on or
          after June 1, 1994;

     (d)  is not an active  participant in the Retirement  Plan, the DSP, or any
          other  tax-qualified  retirement  plan  sponsored or maintained by the
          Company; and

     (e)  would be entitled to accrue  benefits under the Retirement Plan and be
          entitled  to  have  contributions  made  under  the  DSP  (or,  if the
          individual is receiving  benefits from an LTD Plan,  would be entitled
          to accrue  benefits under the  Retirement  Plan) if such plans did not
          have restrictions on participation by highly compensated  employees or
          employees  whose  annualized  salary  as of his  date of hire  exceeds
          $80,000 (as adjusted).

     Section 3.3  Deferred  Comp  Participants.  Effective  January 1, 1996,  an
individual  shall be eligible  to to become a Deferred  Comp  Participant in the
deferred compensation features of

                                       4

<PAGE>


this Plan (other than those deferral features applicable to FlexComp Awards) for
any Plan Year, if he or she:

         (a)   is an officer;

         (b)   is a highly  compensated  employee  (as  defined in Code  Section
               414(q) and the regulations and other guidance issued  thereunder)
               under the DSP and the Retirement  Plan for the DSP and Retirement
               Plan plan years  that occur  within the Plan Year or was a highly
               compensated  employee  during the preceding two plan years of the
               DSP and the Retirement  Plan or is employed at a salary which, on
               an annual basis,  is anticipated to exceed $80,000  (adjusted for
               increases  in the cost of living at the same time and in the same
               manner permitted under Code Section 415(d)); or

          (c)  after having become  eligible  under (a) or (b) above for a prior
               Plan Year,  the individual  would have been a highly  compensated
               employee  under  the DSP or the  Retirement  Plan  for the DSP or
               Retirement  Plan plan year ending within the Plan's Plan Year (as
               defined  in Code  Section  414(q) and the  regulations  and other
               guidance  issued  thereunder) had the  individual's  compensation
               included all amounts that the individual deferred under this Plan
               other than deferrals, if any, of the FlexComp Awards.

                                       5
<PAGE>


                                   ARTICLE IV
                       FLEXCOMP AWARDS AND PLAN DEFERRALS


     Section 4.1 Payment of Annual FlexComp Award. A FlexComp Award  Participant
who: (i) as of the last day of a Plan Year, is actively  employed by the Company
or receiving benefits under an LTD Plan; or (ii) terminates  employment during a
Plan Year due to  "retirement"  (as that term is  defined  under the  Retirement
Plan) or  death,  shall be paid any  FlexComp  Award  that he or she may  become
entitled to receive for the Plan Year (as determined  under Section 4.2) in cash
as soon as  practicable  following  the end of such Plan Year. A FlexComp  Award
Participant  who  terminates  during  a Plan  Year  for any  reason  other  than
"retirement"  (as defined under the Retirement  Plan) or death shall be paid any
FlexComp  Award that he or she may become  entitled to receive for the Plan Year
in cash as soon as  practicable  after the end of the Plan Year following his or
her termination of employment.

     Section 4.2 Amount of Annual FlexComp  Award. A FlexComp Award  Participant
shall be  entitled  to an annual  FlexComp  Award,  the amount of which shall be
determined under the following formula:  ["X" (a DSP factor) plus the product of
"Y" (an  age-based  factor)  and "Z" (a  service-based  factor)]  times  Current
Compensation.  The determination of the appropriate  factors and the definitions
of the relevant terms are set forth below:

          (a)  X,  the DSP  factor,  is  based  on the  Participant's  lost  DSP
               matching contributions, and, equals:

               (1)    3% for periods before October 1, 1997; and

               (2)    a variable amount, determined in the Company's discretion,
                      but which percentage shall be applied consistently to  all
                      suchParticipants,  between  1.5%  and 6%  for  periods  on
                      and  after October 1, 1997.

          (b)  Y, the age-based factor is 1.085/\ (the  Participant's  age minus
               30), with the  Participants  age being  determined as of the last
               day of the Plan Year,  unless the Participant  terminates  during
               the Plan Year for any reason other than  "retirement" (as defined
               under  the  Retirement   Plan)  or  death,   in  which  case  the
               Participant's  age shall be  determined  as of his or her date of
               termination.

          (c)  Z,  the  service-based  factor  is  equal  to  1.8 +  (.02  x the
               Participant's years of credited service under the Retirement Plan
               (including  years of service  credited under the Pension Plan for
               Hourly  Employees of General  Mills  Restaurants,  Inc.,  if such
               service would have been included under the portability provisions
               of the  Retirement  Plan  had  the  Participant  been  an  active
               participant  in the  Retirement  Plan at the time of the FlexComp
               Award) and under the  Retirement  Income  Plan of General  Mills,
               Inc.  during periods when the  Participant was entitled to accrue
               benefits thereunder before first becoming eligible to participate
               in this Plan).

          (d)  The product of Y and Z shall not be less than 2%, or greater than
               20%.

                                       6
<PAGE>


          (e)  The Participant's  Current  Compensation is determined solely for
               the period during which the  Participant was ineligible to accrue
               benefits under the Retirement Plan or the Retirement  Income Plan
               of General Mills,  Inc. and is the "Earnable  Compensation"  that
               would have been  recognized  under the  Retirement  Plan for such
               period, without regard to any limitations on compensation imposed
               under the  Code.  Notwithstanding  the  preceding  sentence,  the
               following  special  rules  shall  apply  in  determining  Current
               Compensation:

               (1)  Any annual  incentive  compensation  that is based on fiscal
                    year performance  shall be considered  Current  Compensation
                    for the Plan  Year in which it  accrues,  and any  incentive
                    compensation  that is not based on fiscal  year  performance
                    shall be considered  Current  Compensation for the Plan Year
                    in which paid.

               (2)  In the case of a Participant  who is totally and permanently
                    disabled and who is receiving long-term  disability benefits
                    from  an  LTD  Plan,  Current   Compensation  shall  include
                    "hypothetical  earnings"  based  on the  greater  of (l) the
                    Participant's  base salary  rate at the time the  disability
                    occurred, or (2) the Participant's eligible earnings for the
                    calendar  year  immediately   prior  to  the  onset  of  the
                    disability,  but shall not include  "hypothetical  earnings"
                    for  any  period  after  the  earlier  of (A) the  date  the
                    Participant  attains age 65, or (B) the date the Participant
                    is no longer eligible to receive benefits under an LTD Plan.

               (3)  Current  Compensation  shall not include  any  amounts  paid
                    pursuant to a  severance  plan or  arrangement  or a special
                    service allowance.

               (4)  Any  amounts  attributable  to  sign-on  bonuses  or special
                    project bonuses shall not be considered Current Compensation
                    for purposes of determining the amount of any FlexComp Award
                    (although such amounts shall be included for  determining an
                    individual's  compensation  for purposes of Section  3.3(c),
                    whether or not deferred).

               (5)  Current Compensation shall not include amounts paid prior to
                    the date of a Participant's first anniversary of employment,
                    unless such Participant was hired prior to November 1, 1994.

          (f)  In the event a Participant terminates employment with the Company
               during the Plan Year for any reason other than  "retirement"  (as
               defined  under the  Retirement  Plan) or death,  the  Participant
               shall be entitled to a FlexComp Award for the portion of the Plan
               Year in which he or she is employed,  based on his or her Current
               Compensation for the partial Plan Year.

     Section 4.3 Deferral of Annual FlexComp Award. Notwithstanding Section 4.1,
any  FlexComp  Award  Participant  may  elect  to  defer  up to 100% (in a whole
percentage) of any

                                       7



<PAGE>


FlexComp  Award that he or she may become  entitled  to receive for a Plan Year.
Any such election shall apply to the specified  percentage of the  Participant's
FlexComp Award for the Plan Year, provided the Participant completes and submits
to the  Company a deferral  election  form no later than the  December 31 within
such Plan Year. If a Participant  will first become  eligible to  participate in
the FlexComp Plan after  December 31 of a Plan Year but prior to the end of such
Plan Year,  such  Participant  may make a deferral  election  conditioned on the
granting of a FlexComp Award for such Plan Year (a "Conditional  Election"),  if
made prior to December 31st of that Plan Year. Such  Conditional  Election shall
apply to the FlexComp Award, if any, made to the Participant for such Plan Year.
The  Participant's  deferral  percentage  election  shall  remain in effect with
respect to any  FlexComp  Awards for future  Plan Years,  until the  Participant
changes such election by completing and submitting to the Company a new deferral
election  form on or before any  subsequent  December  31. Any such new election
shall apply to the specified percentage of the Participant's  FlexComp Award for
the Plan Year in which such  December  31 falls and for future  Plan Years until
the Participant next changes his or her election. Notwithstanding the foregoing,
the amount of any deferral may not exceed the gross amount of the  Participant's
FlexComp  Award  reduced by any tax  required to be withheld  from such  amounts
under  Code  Section  3101 (a) and (b) or any state or local  statute.  Further,
notwithstanding any prior deferral election, if the Participant terminates prior
to the date of any FlexComp Award,  then any deferral election made with respect
to such FlexComp Award shall not become effective.

     Section 4.4 Salary, Incentive, and Bonus Deferral Elections.

     (a)  Elections by Officers.  A Deferred Comp  Participant who is an officer
          of the Company may make the following deferral elections:

               (1)  Base  Compensation.  Such  Participant  may make an  initial
                    election to defer up to 15% (in a whole  percentage)  of his
                    or her base compensation by completing and submitting to the
                    Company a deferral election form no later than 30 days after
                    first  becoming a Deferred Comp  Participant.  Such election
                    shall   apply  to  the   Participant's   base   compensation
                    attributable  to services  performed  after the election and
                    before the beginning of the next calendar year. That initial
                    deferral  election  shall  continue to apply with respect to
                    all future base  compensation  until the election is changed
                    by the Participant.  The Participant may elect to modify any
                    deferral  election of base compensation for the remainder of
                    any calendar  year or any future year by  providing  written
                    notice to the  Company  at such  time and in such  manner as
                    determined  by  the  Minor   Amendment   Committee  (or  its
                    delegate).  Any such change  shall be  effective  as soon as
                    practicable  after  the end of the week  following  the week
                    after the  Company's  receipt of the  Participant's  written
                    notice of change.

               (2)  Management  Incentive Plan Bonus Deferral.  Such Participant
                    may elect to defer up to 100% (in a whole percentage) of his
                    or her Management  Incentive Plan incentive  compensation by
                    completing and submitting to the Company a deferral election
                    form no later than the earlier of: (i) the

                                       8


<PAGE>




                    date which is thirty (30) days after first becoming eligible
                    to participate in the Deferred Compensation feature, or (ii)
                    the sixtieth  (60th) day  preceding the end of the Company's
                    fiscal  year.  Such  deferral  election  shall  apply to all
                    future  Management  Incentive  Plan  incentive  compensation
                    payments  until  changed  for a  future  Plan  Year  by  the
                    Participant  in writing.  A Participant  may elect to change
                    his or her deferral  election of incentive  compensation  by
                    providing  written  notice to the  Company no later than the
                    sixtieth  (60th) day  immediately  preceding  the  Company's
                    fiscal  year for which  such  incentive  compensation  would
                    otherwise be payable.  Notwithstanding  the  foregoing,  the
                    amount of any  deferral  may not exceed the gross  amount of
                    the Participant's  incentive compensation reduced by any tax
                    required to be withheld from such amounts under Code Section
                    3101 (a) and (b) or any  state or  local  statute.  Further,
                    notwithstanding   any  prior  deferral   election,   if  the
                    Participant  terminates  prior to the date of any  incentive
                    compensation  award,  then any deferral  election  made with
                    respect  to such  incentive  compensation  award  shall  not
                    become effective.

     (b)  Elections by All Other  Participants.  A Deferred Comp Participant who
          is not an  officer  of the  Company  may make the  following  deferral
          elections:

               (1)  Deferrals of Earnable  Compensation.  Such  Participant  may
                    elect to defer up to 15% (in a whole  percentage)  of his or
                    her "earnable  compensation"  (as such term is defined under
                    the DSP) by  completing  and  submitting  to the  Company  a
                    deferral  election  form no later than 30 days  after  first
                    becoming   eligible   to   participate   in   the   Deferred
                    Compensation  feature.  Such  election  shall  apply  to the
                    Participant's   "earnable   compensation"   attributable  to
                    services  performed  after the  election and shall remain in
                    effect until changed by the  Participant.  A Participant may
                    change his or her deferral election of earnable compensation
                    for any future  period by  providing  written  notice to the
                    Company on such forms as prescribed  by the Minor  Amendment
                    Committee  or  its  delegate.   Any  such  change  shall  be
                    effective as soon as  practicable  after the end of the week
                    following  the  week  after  the  Company's  receipt  of the
                    Participants written notice.

               (2)  Bonus for Operations. Such Participant may elect to defer up
                    to 15%  (in a  whole  percentage)  of his or her  operations
                    bonus by completing and submitting to the Company a deferral
                    election  form no later  than the  earlier  of: (i) the date
                    which is thirty (30) days after first  becoming  eligible to
                    participate in the Deferred  Compensation  feature,  or (ii)
                    the  forty-fifth   (45th)  day  preceding  the  end  of  the
                    applicable bonus period.  Such deferral election shall apply
                    to  all  future  operations  bonuses  until  changed  by the
                    Participant  in writing.  A Participant  may elect to change
                    his or her deferral election of future operations bonuses by
                    providing  written  notice to the  Company no later than the
                    forty-fifth  (45th)  day  preceding  the  end  of  the  next
                    applicable bonus period. Notwithstanding


                                       9

<PAGE>

                    the foregoing, the amount of any deferral may not exceed the
                    gross amount of the  Participant's  operations bonus reduced
                    by any tax required to be withheld  from such amounts  under
                    Code Section 3101 (a) and (b) or any state or local statute.
                    Further, notwithstanding any prior deferral election, if the
                    Participant  terminates prior to the date of any award of an
                    operations  bonus,  then any  deferral  election  made  with
                    respect to such bonus shall not become effective.

               (3)  Management  Incentive Plan Bonus. Such Participant may elect
                    to  defer  up to 15% (in a whole  percentage)  of his or her
                    Management  Incentive Plan bonus,  provided the  Participant
                    completes  and  submits to the  Company a deferral  election
                    form no later  than the  earlier  of:  (i) the date which is
                    thirty   (30)  days  after   first   becoming   eligible  to
                    participate in the Deferred  Compensation  feature,  or (ii)
                    the sixtieth  (60th) day preceding the end of the applicable
                    bonus  period.  Such  deferral  election  shall apply to all
                    future  Management  Incentive  Plan bonuses until changed by
                    the  Participant  in  writing.  A  Participant  may elect to
                    change his or her  deferral  election  of future  Management
                    Incentive  Plan bonuses by providing  written  notice to the
                    Company no later than the sixtieth  (60th) day preceding the
                    end of the next  applicable Plan Year.  Notwithstanding  the
                    foregoing,  the  amount of any  deferral  may not exceed the
                    gross amount of the Participant's  Management Incentive Plan
                    bonus  reduced by any tax required to be withheld  from such
                    amounts  under Code Section 3101 (a) and (b) or any state or
                    local statute.  Further,  notwithstanding any prior deferral
                    election, if the Participant terminates prior to the date of
                    any award of a  Management  Incentive  Plan bonus,  then any
                    deferral  election made with respect to such bonus shall not
                    become effective.

     (c)  Special Bonuses. Effective with respect to bonuses awarded on or after
          January 1, 1996, any Deferred Comp  Participant  may elect to defer up
          to 100% (in a whole  percentage)  of: (i) any "sign-on bonus" that may
          become payable to such Participant by completing and submitting to the
          Company  a  deferral  election  form no later  than his or her date of
          hire,  and (ii) any  "special  project  bonus"  that the  Senior  Vice
          President of Personnel,  in his or her sole  discretion,  may award to
          such  Participant  by  completing  and  submitting  to the  Company  a
          deferral  election form within 30 days of receiving from the Company a
          written communication  regarding the goals and objectives that must be
          attained in order to earn such special project bonus.  Notwithstanding
          the foregoing,  the amount of any deferral  under this  subsection may
          not exceed the gross amount of the applicable bonus reduced by any tax
          required to be withheld from such amounts under Code sections 3101 (a)
          and (b) or any state or local statute.  Further,  notwithstanding  any
          prior deferral  election,  if the Participant  terminates prior to the
          date of any award of a sign-on  or  special  project  bonus,  then any
          deferral  election  made with  respect to such bonus  shall not become
          effective.

                                       10

<PAGE>



     (d)  Bridge Period Benefit Amount and Restricted Stock Amount.  In addition
          to the  deferral  elections  under  subsections  (a),  (b) and (c),  a
          Deferred Comp  Participant  may elect to defer an amount of his or her
          base  compensation  for calendar years 1998 and 1999,  which amount is
          equivalent to a specified percentage (in a whole percentage) of his or
          her "Bridge  Period  Benefit  Amount,"  provided,  however,  that such
          election shall not be effective for base compensation  earned prior to
          September 1, 1998.  The  Participant's  Bridge Period  Benefit  Amount
          shall equal (i) the taxable amounts paid to the Participant  under the
          Darden  Restaurants,  Inc.  Bridge Period  Benefit Plan and the Darden
          Restaurants, Inc. Bridge Period Retirement Plan, plus (ii) the amounts
          realized  by the  Participant  on his  or her  exercise  of all or any
          portion of the Stock Option granted under such plans prior to December
          31, 1999. In addition,  a Participant  may elect to defer an amount of
          his or her:  (i)  base  compensation  and  Management  Incentive  Plan
          incentive  compensation  award if the Participant is an officer of the
          Company, (ii) earnable  compensation,  operations bonus and Management
          Incentive Plan incentive  compensation award if the Participant is not
          an officer of the Company,  and/or (iii) special bonuses, which amount
          is equivalent to a specified percentage (in a whole percentage) of his
          or her "Restricted Stock Amount." The  Participant's  Restricted Stock
          Amount  shall equal the value of the  Participant's  restricted  stock
          that vests in the year such base compensation, incentive compensation,
          earnable  compensation,  or bonus is earned.  Any such election  under
          this  subsection (d) shall be made by completing and submitting to the
          Company a deferral election form that shall apply to base compensation
          or earnable  compensation  that would otherwise be payable at least 30
          days after such form is  submitted  to the  Company  and to  incentive
          compensation   and  operations  and  special   bonuses  that  are  not
          determinable prior to at least 30 days after such form is submitted to
          the  Company,   pursuant  to  rules  established  by  the  Company.  A
          Participant   may  change  his  or  her  deferral   election  of  base
          compensation,  earnable  compensation  and/or  incentive  compensation
          (including  operations and special  bonuses) under this subsection (d)
          by  providing  written  notice to the  Company.  Any such change shall
          apply  to  base  compensation  or  earnable  compensation  that  would
          otherwise be payable as soon as practicable  after the end of the week
          following  the week after the Company's  receipt of the  Participant's
          written notice and to incentive compensation (including operations and
          special  bonuses) that is not  determinable  prior to at least 30 days
          after the Company receives the Participant's written notice,  pursuant
          to rules  established by the Company.  Notwithstanding  the foregoing,
          the amount of any deferral  under this  subsection  (d) may not exceed
          the gross amount of the Bridge Period Benefit Amount and/or Restricted
          Stock  Amount  reduced by any tax  required to be  withheld  from such
          amounts  under  Code  Section  3101 (a) and (b) or any  state or local
          statute. Further,  notwithstanding any prior deferral election, if the
          Participant  terminates  prior to the  effective  date of any deferral
          under this Section 4.3(d),  then any deferral  election made shall not
          become effective.

     Section 4.5 Short-Term Deferrals.  Notwithstanding the foregoing provisions
of this Article IV, the Company may permit a  Participant  to elect to defer all
or part of the  Participant's  incentive  compensation  award, if any, to a date
certain  selected by the Company  within the taxable year it would  otherwise be
paid,  upon  written  notice  to the  Company  received  by  December  31 of the
preceding calendar year. Interest shall be credited on such deferred amount at a
rate selected by the Company and shall be communicated to the Participant at the
same  time the  availability  of any such  short-term  deferral  opportunity  is
communicated to Participants.


                                       11

<PAGE>


                                    ARTICLE V
                ESTABLISHMENT OF ACCOUNTS AND CREDITS TO ACCOUNTS


     Section 5.1 Deferred Accounts and Rates of Return on Deferred  Accounts.  A
deferred  compensation  account  ("Deferred  Account")  shall be  established on
behalf of each  Participant  with  respect to whom an amount is  deferred  under
Section 4.4 of this Plan,  including  amounts  transferred  in  accordance  with
Appendix  A. The amount of a  Participant's  deferrals  under this Plan shall be
credited to such Participant's Deferred Account as soon as practicable after the
amount would  otherwise have been paid in the absence of the deferral  election.
Effective January 1, 1998, each Participant's Deferred Account shall be credited
daily with a "rate of  return" on the total  deferred  amounts  credited  to the
Participant's  Deferred  Account and a Participant  may make separate  elections
with respect to "rates of return" for past and future deferrals.  Such "rates of
return" are described in Section 5.3.

     Section 5.2  FlexComp  Accounts  and Rates of Return on Amounts in FlexComp
Accounts.  A deferred  FlexComp  Award  account  ("FlexComp  Account")  shall be
established  on behalf of each  Participant  who elects to defer a percentage of
his or her FlexComp  Awards.  The amount of a  Participant's  deferred  FlexComp
Awards  shall be  credited  to such  Participant's  FlexComp  Account as soon as
practicable  after the amount would otherwise have been paid in the absence of a
deferral  election.  Effective  January 1,  1998,  each  Participant's  FlexComp
Account  shall be credited  daily with a "rate of return" on the total  deferred
amounts  credited to the  Participant's  FlexComp  Account and a Participant may
make  separate  elections  with respect to "rates of return" for past and future
deferrals. Such "rates of return" are described in Section 5.3.

     Section  5.3  Rates  of  Return.  The  "rates  of  return"  credited  to  a
Participant's accounts under Sections 5.1 and 5.2 shall be based upon the actual
investment  performance  of funds in the DSP,  or at such other  rates as may be
made available to the  Participant  from time to time pursuant to the provisions
of the Plan.  Effective June 1, 1997, a Participant  may elect to have the "rate
of return" credited to his or her accounts  established or maintained under this
Plan reflect any of the following rates:

     (a)  the rate of return as from time to time  earned by the Stable  Capital
          Fund of the DSP;

     (b)  the rate of  return as from  time to time  earned by the Total  Return
          Fund of the DSP;

     (c)  the rate of return as from time to time  earned by the Equity  Fund of
          the DSP;

     (d)  the rate of return as from time to time earned by the Foreign  Fund of
          the DSP;

     (e)  the rate of return as from  time to time  earned by the Small  Capital
          Stock of the DSP:

                                       12

<PAGE>


     (f)  the rate of  return as from time to time  earned by the  Darden  Stock
          Fund of the DSP; or

     (g)  any other  rates of return of other  funds or  portfolios  established
          under a qualified  benefit plan  maintained  by the Company  which the
          Committee  may  establish  as an  available  rate of return under this
          Plan.

     The Committee may delete funds,  on a prospective  basis,  by notifying all
Participants  whose  Accounts  include  rates of return based on such funds,  in
advance,  and  soliciting  elections  for transfer to other rates of return then
available to such Participants.

     Participants  may  elect to have any  combination  of the  above  "rates of
return" accrue on amounts in their accounts,  from 1% to 100%, provided that the
sum of the percentages attributable to such rates equals 100%. A Participant may
change the "rate(s) of return" to be credited to his or her accounts, on a daily
basis,  by notifying  the  Committee or its  delegate,  at such time and in such
manner as approved by the Committee or its delegate.  Effective January 1, 1998,
each Participant's  accounts will be credited daily with the "rate(s) of return"
elected by the Participant  until the amount in each  Participant's  Accounts is
distributed  to the  Participant  on the  distribution  date(s)  elected  by the
Participant. Each Participant shall receive a quarterly statement of the balance
of his or her accounts.

     Section 5.4 Impact on Other  Benefit  Plans.  The Company may maintain life
and/or  disability plans under which benefits earned or payable are related to a
Participant's  earnings.  Any such  benefits  will  generally  be based upon the
earnings  that a Participant  would have earned in a given  calendar year in the
absence of any deferral hereunder.

                                       13

<PAGE>




                                   ARTICLE VI
                               PAYMENT OF ACCOUNTS


     Section 6.1 Hardship Distributions. At any time prior to the time an amount
is otherwise payable hereunder, an active Participant may request a distribution
of deferred amounts on account of the Participant's financial hardship,  subject
to the following requirements:

     (a)  Such  distribution  shall be made, in the sole discretion of the Minor
          Amendment  Committee or its delegate,  if the Participant has incurred
          an unforeseeable emergency.

     (b)  For purposes of this plan, an "unforeseeable  emergency" shall mean an
          unanticipated  emergency that is caused by an event beyond the control
          of the Participant and that would result in severe financial  hardship
          to the Participant  resulting from a sudden and unexpected  illness or
          accident  of  the  Participant  or of a  Participant's  dependent  (as
          defined in Code section 152(a)),  loss of the  Participant's  property
          due to casualty,  or other  similar  extraordinary  and  unforeseeable
          circumstances  arising as a result of events beyond the  Participant's
          control.  The  circumstances  that will  constitute  an  unforeseeable
          emergency  will depend upon the facts of each case and be based on the
          information  supplied  by the  Participant,  in  writing,  on the form
          provided by the Minor Amendment Committee or its delegate.

     (c)  Notwithstanding the foregoing,  payment under this Section 6.1 may not
          be made to the extent that such hardship is or may be relieved:

          (i)  through reimbursement or compensation by insurance or otherwise,

          (ii) by liquidation  of the  participant's  assets,  to the extent the
               liquidation   of  such  assets  would  not  itself  cause  severe
               financial hardship, or

          (iii) by cessation of deferrals under the Plan.


          In addition to the  foregoing,  distributions  under this  Section 6.1
          shall not be allowed for purposes of sending a child to college or the
          Participant's  desire to  purchase a home or other  residence.  In all
          events,  distributions  made on account of an unforeseeable  emergency
          are limited to the extent  reasonably  needed to satisfy the emergency
          need.

     (d)  All  distributions  under  this  Section  6.1 shall be made as soon as
          practicable  after the Minor  Amendment  Committee or its delegate has
          approved the  distribution  and that the  requirements of this Section
          6.1 have been met.

                                       14

<PAGE>



     Section 6.2 Payment of Deferred  Amounts.  At the time a Participant  makes
his or her election to defer any amounts under this Plan, the  Participant  must
also  elect a  distribution  date  and a form of  payment  with  respect  to the
deferral of each of the amounts subject to any such election, in accordance with
subsections  (a) and (b) and subject to subsection (c) below. A Participant  who
has a Supplemental Savings Account transferred to this Plan pursuant to Appendix
A shall also elect a  distribution  date and form of payment with respect to his
or her Supplemental  Savings Account, in accordance with subsections (a) and (b)
and subject to subsection  (c) below.  Each  deferred  amount under this Plan is
paid  separately  according  to the  Participant's  deferred  distribution  date
election.   Notwithstanding  any  Participant  election  to  the  contrary,  all
distributions  under this Plan shall be paid or  commence  to be paid as soon as
practicable   after  the  January  1  coincident  with  or  next  following  the
Participant's termination of employment or retirement from the Company.

     (a)  Distribution  Date. The  distribution  date may be any date that is at
          least  one  year  subsequent  to the  date  the  compensation,  bonus,
          FlexComp  Award or the  Supplemental  Savings  Account  (whichever  is
          applicable)  would  otherwise be payable,  but shall not be later than
          the date the Participant attains age 70.

     (b)  Form of Payment. The Participant may elect to have his or her deferred
          amounts subject to such election, paid in:

          (1)  a single payment,

          (2)  substantially  equal  annual  installments  for a  period  not to
               exceed ten (10) years,

          (3)  substantially  equal  annual  installments  for a  period  not to
               exceed  fifteen (15) years for deferral  elections  made prior to
               December  31,  1985 (if so  elected  at the time of the  original
               deferral), or

          (4)  any other form of payment requested in writing by the Participant
               and approved by the Minor  Amendment  Committee or its  delegate,
               with regard to amounts deferred under Article IV.

     (c)  Special Rules.  Notwithstanding  the above,  the following  provisions
          shall apply:

          (1)  Except as  provided in  Subsection  7.2(c)(3),  if a  Participant
               terminates  employment  for any reason other than  Retirement  or
               death,  the  Committee  or its delegate  shall  require that full
               payment of all  amounts  deferred  under this Plan be paid in the
               form of a single  lump sum cash  payment  as soon as  practicable
               after  the  January  1  coincident  with  or next  following  the
               Participant's termination of employment.

          (2)  As to all future and previous  deferrals,  an active  Participant
               may request to amend his or her distribution  date and/or form of
               payment  with  respect to a deferral  provided:  (i) the  initial
               distribution date in the absence of

                                       15
<PAGE>


               such distribution election amendment is not within twelve (12)
               months of  the  date of the amendment; (ii) his  or  her  amended
               distribution  date is at least one year  after  the  distribution
               date in the  absence  of such  distribution  election  amendment;
               (iii) his or her  amended  form of  payment  is in  substantially
               equal  annual  installments  for a period  not to exceed ten (10)
               years or a lump sum; and (iv) no  modifications  for distribution
               dates and/or forms of payment are  permitted  with respect to any
               deferrals  after  payment of such  deferrals  has commenced to be
               paid. No more than two  amendments to the  Participant's  initial
               distribution election with respect to a particular deferral shall
               be permitted. Any such amendment must be in writing and submitted
               to the Committee for approval.

          (3)  Notwithstanding any other provision of this Plan to the contrary,
               a  Participant  may,  at any  time  prior  or  subsequent  to the
               distribution date selected by the Participant, request in writing
               to the Committee to have his or her form of payment of any or all
               amounts in his or her  FlexComp  Account,  Deferred  Compensation
               Account,  and/or  Supplemental  Savings  Account  changed  to  an
               immediate lump-sum distribution,  provided that the amount of any
               such lump-sum distribution shall be reduced by an amount equal to
               the  product  of (X) the total  lump-sum  distribution  otherwise
               payable  (based  on  the  value  of  the  Participant's  FlexComp
               Account,  Deferred  Compensation Account, or Supplemental Savings
               Account,  as the case may be) as of the first day of the month in
               which the lump-sum amount is paid, adjusted by a pro-rata portion
               of the rate of return for the prior  month in which the  lump-sum
               is paid,  determined by multiplying the actual rate of return for
               such prior month by a  fraction,  the  numerator  of which is the
               number  of days in the  month in which the  request  is  received
               prior to the date of payment, and the denominator of which is the
               number  of days in the  month,  and (Y) the  rate  set  forth  in
               Statistical Release H.I 5(519). or any successor publication,  as
               published by the Board of Governors of the Federal Reserve System
               for  one-year  U.S.  Treasury  notes under the heading  "Treasury
               Constant  Maturities"  for the first day of the calendar month in
               which the written request for an immediate lump-sum  distribution
               is  approved  by the  Committee.  Any such lump sum  distribution
               shall be paid  within one (1)  business  day of  approval  by the
               Committee of such request.

     Section 6.3 Death of a Participant.  If a Participant  dies before the full
distribution of his or her accounts under this Article VI, a lump sum payment of
the remaining distribution amount shall be made to the beneficiary designated by
the  Participant.  This payment shall be made as soon as  practicable  after the
Committee  receives  notification of the Participant's  death. In the absence of
any such  designation,  payment  shall be made to the  personal  representative,
executor or administrator of the Participant's estate.

                                       16

<PAGE>



                                   ARTICLE VII

                           ADMINISTRATION OF THE PLAN


     Section 7.1 Committee.  This Plan shall be  administered  by the Committee.
The Committee  shall act by  affirmative  vote of a majority of its members at a
meeting or in writing without a meeting. The Committee shall appoint a secretary
who may be but need not be one of its own  members.  The  secretary  shall  keep
complete records of the  administration of the Plan. The Committee may authorize
each and any one of its members to perform routine acts and to sign documents on
its behalf.

     Section 7.2 Plan Administration.  The Committee may appoint such persons or
establish such  subcommittees,  employ such  attorneys,  agents,  accountants or
investment  advisors  necessary  or  desirable  to  advise  or  assist it in the
performance  of its  duties  hereunder,  and the  Committee  may rely upon their
respective written opinions or certifications.  Administration of the Plan shall
consist of  interpreting  and  carrying  out the  provisions  of the Plan in the
discretion of the Committee.  The Committee shall, in its discretion,  determine
the  eligibility of employees to  participate  in the different  features of the
Plan, their rights while  Participants in the Plan and the nature and amounts of
benefits to be received  therefrom.  The  Committee  shall,  in its  discretion,
decide any disputes  which may arise under the Plan.  The  Committee may provide
rules and  regulations  for the  administration  of the Plan consistent with its
terms and provisions.  Any  construction or  interpretation  of the Plan and any
determination  of fact in  administering  the  Plan  made in good  faith  by the
Committee shall be final and conclusive for all Plan purposes.

     Section 7.3 Claims Procedure.

     (a)  The Minor  Amendment  Committee or its delegate shall prescribe a form
          for the presentation of claims under the terms of this Plan.

     (b)  Upon presentation to the Minor Amendment  Committee or its delegate of
          a claim on the prescribed  form, the Minor Amendment  Committee or its
          delegate shall make a determination  of the validity  thereof.  If the
          determination  is  adverse  to  the  claimant,   the  Minor  Amendment
          Committee  or its  delegate  shall  furnish to the  claimant  within a
          reasonable  period of time  after the  receipt  of the claim a written
          notice setting forth the following:

          (1)  The specific  reason or reasons for the denial;

          (2)  Specific reference to pertinent  provisions of this Plan on which
               the denial is based;

          (3)  A description of any additional material or information necessary
               for the claimant to perfect the claim and an  explanation  of why
               such material or information is necessary; and

          (4)  An explanation of this Plan's claim review procedure.

                                       17
<PAGE>



     (c)  If a claim is denied, the claimant may appeal such denial to the Minor
          Amendment  Committee or its delegate for a full and fair review of the
          adverse  determination.  The claimant's  request for review must be in
          writing and be made to the Minor  Amendment  Committee or its delegate
          within  60  days  after   receipt  by  the  claimant  of  the  written
          notification  required under subsection (b) above. The claimant or his
          or her duly authorized  representative  may submit issues and comments
          in  writing  which  shall be given  full  consideration  by the  Minor
          Amendment Committee or its delegate in its review.

     (d)  The  Minor  Amendment  Committee  or its  delegate  may,  in its  sole
          discretion,  conduct a hearing.  A request for a hearing will be given
          full consideration. At such hearing, the claimant shall be entitled to
          appear and present evidence and be represented by counsel.

     (e)  A  decision  on a  request  for  review  shall  be made  by the  Minor
          Amendment  Committee  or its  delegate  not later  than 60 days  after
          receipt of the request;  provided,  however, in the event of a hearing
          or other special circumstances,  such decision shall be made not later
          than 120 days after receipt of such request.

     (f)  The Minor Amendment  Committee's or its delegate's  decision on review
          shall state in writing the  specific  reasons and  references  to this
          Plan  provisions  on  which  it  is  based.  Such  decision  shall  be
          immediately  provided  to the  claimant.  In the  event  the  claimant
          disagrees  with the findings of the Minor  Amendment  Committee or its
          delegate,  the matter shall be referred to  arbitration  in accordance
          with Section 7.6 hereof.

     (g)  The  Minor  Amendment  Committee  or its  delegate  may  allocate  its
          responsibilities  among its several  members,  except that all matters
          involving  the hearing of and decision on claims and the review of the
          determination  of benefits  shall be made by the full Minor  Amendment
          Committee or its delegate.  No member of the Minor Amendment Committee
          or its delegate  shall  participate in any matter  relating  solely to
          himself or herself.

     Section  7.4  Non-Assignabilitv.  The  interests  herein  and the  right to
receive  distributions from a Participant's  accounts under this Plan may not be
anticipated,  alienated, sold, transferred,  assigned,  pledged,  encumbered, or
subjected to any charge or legal  process,  and if any attempt is made to do so,
or a Participant  becomes bankrupt,  the interests of the Participant under this
Plan in his or her accounts may be terminated by the Minor  Amendment  Committee
or its delegate, which, in its sole discretion, may cause the same to be held or
applied for the benefit of one or more of the dependents of such  Participant or
make any other disposition of such interests that it deems appropriate.

     Section 7.5 Amendments to Plan. Darden Restaurants, Inc. reserves the right
to  suspend,  amend or  otherwise  modify  or  terminate  this Plan at any time,
without  notice.  Such action shall be taken by the Board of Directors of Darden
Restaurants, Inc. or its delegate, in

                                       18
<PAGE>



writing. However, this Plan may not be suspended,  amended,  otherwise modified,
or  terminated  after a Change in  Control  without  the  written  consent  of a
majority of Participants  determined as of the day before such Change in Control
occurs.  A "Change in Control" shall mean the occurrence of any of the following
events:

     (a)  any person  (including  a group as defined in Section  13(d)(3) of the
          Securities  Exchange  Act  of  1934)  becomes  the  beneficial  owner,
          directly or indirectly,  of twenty percent (20%) or more of the shares
          of Darden  Restaurants,  Inc.  entitled  to vote for the  election  of
          directors;

     (b)  as a result of or in connection  with any cash tender offer,  exchange
          offer,  merger  or other  business  combination,  sales of  assets  or
          contested election,  or combination of the foregoing,  the persons who
          were  directors  of Darden  Restaurants,  Inc.  just before such event
          shall cease to  constitute  a majority of Darden  Restaurants,  Inc.'s
          Board of Directors; or

     (c)  the  shareholders  of Darden  Restaurants,  Inc.  approve an agreement
          providing for a  transaction  in which Darden  Restaurants,  Inc. will
          cease to be an  independent  publicly-owned  corporation  or a sale or
          other  disposition of all or substantially all of the assets of Darden
          Restaurants, Inc. occurs.

     Notwithstanding any other provision of this Plan to the contrary, the Minor
Amendment  Committee or its delegate  may, in its sole  discretion,  direct that
payments be made  before  such  payments  are  otherwise  due if, for any reason
(including, but not limited to a change in the tax or revenue laws of the United
States of America,  a  published  ruling or similar  announcement  issued by the
Internal Revenue Service,  a regulation  issued by the Secretary of the Treasury
or his delegate, or a decision by a court of competent  jurisdiction involving a
Participant or Beneficiary),  such Committee believes that Participants or their
Beneficiaries  have  recognized or will recognize  income for federal income tax
purposes  with  respect  to  amounts  that  are  or  will  be  payable  to  such
Participants  under this Plan before such amounts are  scheduled to be paid.  In
making this  determination,  the Minor Amendment Committee or its delegate shall
take into account the hardship  that would be imposed on  Participants  or their
Beneficiaries by the payment of federal income taxes under such circumstances.

     Section 7.6 Arbitration.  Subject to the completion of the claims procedure
described in Section 7.3, any controversy or claim arising out of or relating to
this Plan, or any alleged  breach of the terms or conditions  contained  herein,
shall be settled by  arbitration in accordance  with the Commercial  Arbitration
Rules of the American  Arbitration  Association (the "AAA") as such rules may be
modified herein.

     (a)  An award rendered in connection  with an arbitration  pursuant to this
          Section 7.6 shall be final and binding and judgment upon such an award
          may be entered and enforced in any court of competent jurisdiction.

     (b)  The forum for  arbitration  under this Plan shall be Orlando,  Florida
          and the  governing law for such  arbitration  shall be the laws of the
          State of Florida.


                                       19

<PAGE>




     (c)  Arbitration  under this  Section  7.6 shall be  conducted  by a single
          arbitrator  selected  jointly  by  Darden  Restaurants,  Inc.  and the
          Participant or  Beneficiary,  as applicable  (the  "Complainant").  If
          within thirty (30) days after a demand for arbitration is made, Darden
          Restaurants,  Inc. and the Complainant are unable to agree on a single
          arbitrator,  three  arbitrators  shall be  appointed  to  conduct  the
          arbitration.  Each party  shall  select one  arbitrator  and those two
          arbitrators shall then select a third neutral arbitrator within thirty
          (30) days after their appointment. In connection with the selection of
          the third arbitrator, consideration shall be given to familiarity with
          executive  compensation  plans and  experience  in dispute  resolution
          between parties, as a judge or otherwise.  If the arbitrators selected
          by the  parties  cannot  agree on the  third  arbitrator,  they  shall
          discuss  the  qualifications  of such  third  arbitrator  with the AAA
          before  selection  of such  arbitrator,  which  selection  shall be in
          accordance with the Commercial Arbitration Rules of the AAA.

     (d)  If  an  arbitrator  cannot  continue  to  serve,  a  successor  to  an
          arbitrator  selected  by a party  shall be also  selected  by the same
          party,  and a successor to a neutral  arbitrator  shall be selected as
          specified in subsection (c) of this Section.  A full rehearing will be
          held only if the neutral  arbitrator is unable to continue to serve or
          if the remaining  arbitrators  unanimously agree that such a rehearing
          is appropriate.

     (e)  The arbitrator or arbitrators  shall be guided,  but not bound, by the
          Federal  Rules of  Evidence  and by the  procedural  rules,  including
          discovery  provisions,  of the Federal Rules of Civil  Procedure.  Any
          discovery  shall be limited to  information  directly  relevant to the
          controversy or claim in arbitration.

     (f)  The  parties  shall  each be  responsible  for  their  own  costs  and
          expenses,  except for the fees and expenses of the arbitrators,  which
          shall  be  shared  equally  by  Darden   Restaurants,   Inc.  and  the
          Complainant.

     Section 7.7 Plan  Unfunded.  Nothing in this Plan shall be  interpreted  or
construed  to require  the Company in any manner to fund any  obligation  to the
Participants,   terminated  Participants  or  beneficiaries  hereunder.  Nothing
contained  in this Plan nor any  action  taken  hereunder  shall  create,  or be
construed to create,  a trust of any kind, or a fiduciary  relationship  between
the Company and the Participants, terminated Participants, beneficiaries, or any
other  persons.  Any  funds  which  may be  accumulated  in  order  to meet  any
obligation  under this Plan shall for all purposes  continue to be a part of the
general assets of the Company; provided, however, that the Company may establish
a trust to hold funds  intended  to provide  benefits  hereunder  so long as the
assets of such trust  become  subject to the claims of the general  creditors of
the Company in the event of  bankruptcy  or  insolvency  of the Company.  To the
extent that any Participant,  terminated Participant,  or Beneficiary acquires a
right to receive payments from the Company under this Plan, such rights shall be
no greater than the rights of any unsecured general creditor of the Company.

                                       20
<PAGE>



     Section 7.8 Applicable Law. All questions  pertaining to the  construction,
validity and effect of this Plan shall be determined in accordance with the laws
of the State of Florida, to the extent not preempted by Federal law.

     Section 7.9 Limitation of Rights.  This Plan is a voluntary  undertaking on
the part of the Company.  Neither the establishment of this Plan nor the payment
of any benefits hereunder,  nor any action of the Company or the Minor Amendment
Committee  or its  delegate  shall  be held or  construed  to be a  contract  of
employment  between the Company and any eligible  employee or to confer upon any
person any legal right to be continued in the employ of the Company. The Company
expressly reserves the right to discharge, discipline or otherwise terminate the
employment  of any  eligible  employee at any time.  Participation  in this Plan
gives no  right  or claim to any  benefits  beyond  those  which  are  expressly
provided herein and all rights and claims  hereunder are limited as set forth in
this Plan.

     Section 7.10 Severability. In the event any provision of this Plan shall be
held illegal or invalid,  or would serve to invalidate this Plan, that provision
shall be deemed to be null and void,  and this Plan shall be  construed as if it
did not contain that provision.

     Section 7.11 Headings and Number. The headings to the Articles and Sections
of this  Plan  are  inserted  for  reference  only,  and are not to be  taken as
limiting or extending the provisions hereof.

     Section 7.12 Incapacity.  If the Minor Amendment  Committee or its delegate
determines  that a Participant,  a terminated  Participant,  or any  Beneficiary
under this Plan  (each of which  shall be  referred  to as the  "Recipient")  is
unable to care for his or her affairs because of illness, accident, or mental or
physical  incapacity,  or because the Recipient is a minor,  the Minor Amendment
Committee or its delegate may direct that any benefit  payment due the Recipient
be  paid to his or her  duly  appointed  legal  representative,  or,  if no such
representative is appointed,  to the Recipient's spouse, child, parent, or other
blood  relative,  or to a person  with  whom the  Recipient  resides  or who has
incurred expense on behalf of the Recipient. Any such payment so made shall be a
complete  discharge  of  the  liabilities  of  this  Plan  with  respect  to the
Recipient.

     Section 7.13 Binding  Effect and Release.  All persons  accepting  benefits
under this Plan shall be deemed to have consented to the terms of this Plan. Any
final payment or distribution to any person entitled to benefits under this Plan
shall be in full  satisfaction  of all  claims  against  this  Plan,  the  Minor
Amendment  Committee or its delegate,  and the Company arising by virtue of this
Plan.

                                       21

<PAGE>




                                   APPENDIX A
                          SUPPLEMENTAL SAVINGS ACCOUNTS


     Eligibility  for  Supplemental  Savings  Account.  An  individual  who  was
employed by the Company on the Distribution  Date and who had an account balance
under the terms of the  Supplemental  Savings Plan as of such date, shall have a
Supplemental  Savings  Plan  Account  established  hereunder  to the extent such
liability  is  transferred  to this Plan as of the one-year  anniversary  of the
Distribution Date.

     No Forfeitures of Supplemental  Savings Account.  All amounts credited to a
Participant's Supplemental Savings Account under the Plan shall be fully vested.



                                       22

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10b.txt
<DESCRIPTION>EXHIBIT 10(B)COMP PLAN NON-EMPL.DIR
<TEXT>

                                                                  Exhibit 10(b)




                            DARDEN RESTAURANTS, INC.

                  COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS


                           (effective October 1, 2000)



THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Additional information about this Plan and its administrators may be
obtained without charge by writing to the Supervisor, Stock
Compensation Plans, Darden Restaurants, Inc., Compensation Department,
P.O. Box 593330, Orlando, FL 32859-3330, or by calling (407) 245-4293.



<PAGE>



                            DARDEN RESTAURANTS, INC.

                  COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

                                     PART I

                               GENERAL PROVISIONS

A.   OBJECTIVE AND SUMMARY OF THE PLAN
     ---------------------------------

     It is the intent of the Company to provide a  compensation  program for its
     non-employee  directors  which will  attract  and retain  highly  qualified
     individuals  to serve in this  capacity.  This program  shall be called the
     "Darden  Restaurants,  Inc.  Compensation Plan for Non-Employee  Directors"
     (hereinafter the "Plan"). "Compensation" shall mean the annual retainer and
     meeting fees for each regular or special Board of Directors meeting and any
     committee  meeting  attended.  Such  Compensation  may be  received  in any
     combination  of  the  following:

           1.  Cash
           2.  Deferred  Cash
           3.  Darden Restaurants, Inc. Common Stock ("Common Stock")

     The combination of alternatives for each non-employee  director shall equal
     the  aggregate  Compensation  earned by each  non-employee  director.  Such
     Compensation  shall be  distributed  as outlined  in Parts II, III,  and IV
     hereof.

B.   ADMINISTRATION
     --------------

     The Plan shall be administered by the Compensation  Committee  (hereinafter
     the  "Committee") of the Board of Directors.  The Committee shall have full
     authority and complete discretion to interpret the Plan, to promulgate such
     rules and regulations with respect to the Plan as it deems desirable and to
     make  all  other   determinations   necessary   or   appropriate   for  the
     administration  of the  Plan,  and such  determinations  shall be final and
     binding upon all persons having an interest in the Plan.

C.   AWARDS UNDER THE PLAN
     ---------------------

     The number of shares of Company Common Stock  authorized to be issued under
     Part IV hereof is 50,000,  provided that all of such shares shall be issued
     from shares of Common Stock held in the  Company's  treasury.  In addition,
     all shares of Common Stock  authorized,  but unissued under the predecessor
     Compensation  Plan for Non-Employee  Directors,  effective May 28, 1995, as
     amended,  shall be available and  authorized  for issuance under Part IV of
     this Plan.

D.   EFFECTIVE DATE AND DURATION OF THE PLAN
     ---------------------------------------

     The Plan shall be deemed effective October 1, 2000. No awards shall be made
     hereunder after September 30, 2005.

E.   AMENDMENT OF THE PLAN
     ---------------------

     The Board of  Directors  may suspend or  terminate  the Plan or any portion
     thereof  at any time,  and the Board of  Directors  may amend the Plan from
     time to time as may be deemed to be in the best  interests  of the Company;
     provided, however, that no such amendment,  suspension or termination shall
     be made (a) which would impair the rights of a  non-employee  director with
     respect to Compensation  theretofore earned, without such person's consent,
     or (b) without the  approval of the  stockholders,  which would  materially
     increase  the  maximum  number of shares  subject to this Plan,  materially
     increase the maximum number of shares issuable to any non-employee director
     under this Plan, or materially change the definition of persons eligible to
     receive  awards under this
                                       1
<PAGE>

     Plan,or (c) if the Plan has been amended  within the  preceding six months,
     unless such  amendment  is necessary to comply with changes in the Internal
     Revenue  Code of  1986,  as  amended,  or the  Employee  Retirement  Income
     Security Act of 1974, as amended, or rules promulgated thereunder.

F.   CHANGE OF CONTROL
     -----------------

     After a "Change in  Control,"  no  amendments,  suspension  to or action to
     terminate the Plan may be made which would affect Compensation earned prior
     to such amendments,  suspensions or termination without the written consent
     of a majority of participants  determined as of the day before a "Change in
     Control." Any decision or interpretation  adopted by the Committee shall be
     final and  conclusive.  A "Change in Control"  shall mean the occurrence of
     any of the following events:

     1.   if any person (including a group as defined in Section 13(d)(3) of the
          Securities Exchange Act of 1934) becomes, directly or indirectly,  the
          beneficial  owner of twenty percent (20%) or more of the shares of the
          Company entitled to vote for the election of directors;

     2.   as a result of or in connection  with any cash tender offer,  exchange
          offer,  merger  or  other  business  combination,  sale of  assets  or
          contested election,  or combination of the foregoing,  the persons who
          were  directors of the Company just prior to such event shall cease to
          constitute a majority of the Company's Board of Directors; or

     3.   the  stockholders of the Company approve an agreement  providing for a
          transaction  in which  the  Company  will  cease to be an  independent
          publicly-owned  corporation  or a sale or other  disposition of all or
          substantially all of the assets of the Company occurs.

G.   PARTICIPATION
     -------------

     1.   Each non-employee  director of Darden Restaurants,  Inc., may elect by
          written  notice to the Company on or before  each  annual  stockholder
          meeting, to participate in the Compensation  alternative provisions of
          the Plan.  Any  combination of the  alternatives--Cash,  Deferred Cash
          and/or Company Common Stock--may be elected, provided the aggregate of
          the   alternatives   elected   equals  one  hundred   percent  of  the
          non-employee director's Compensation.

     2.   The election shall remain in effect for a one-year  period which shall
          begin the day of the  annual  stockholders  meeting in  September  and
          terminate the day before the succeeding  annual  stockholders  meeting
          (hereinafter  "Plan Year").  The first election hereunder shall be the
          election  made on or before the  September  2000  annual  stockholders
          meeting,  and such election  shall remain  effective  until the annual
          stockholders  meeting to be held in September  2001. If a non-employee
          director  fails to submit an election prior to the  commencement  of a
          new Plan  Year,  the  election  from the prior  year  shall  remain in
          effect.

     3.   The Plan Year shall include four Plan  Quarters.  Plan Quarters  shall
          correspond to the Company's fiscal quarters.

     4.   A director  elected to the Board after the September Board meeting may
          elect,  by written notice to the Company before such  director's  term
          begins,  to  participate  in the  Compensation  alternatives  for  the
          remainder of that Plan Year, and elections for succeeding  years shall
          be on the same basis as other directors.

     5.   As soon as possible after the end of each Plan Year, the Company shall
          supply to each participant an account statement of participation under
          the Plan.

     6.   Unless otherwise  notified,  all notices under this Plan shall be sent
          in writing to the Company, attention the Supervisor,  Management Stock
          Plans, 5900 Lake Ellenor Dr., Orlando, FL 32809. All correspondence to
          the participants  shall be sent to the address which is their recorded
          address as listed on the election forms.

                                       2

<PAGE>

                                     PART II

                          CASH COMPENSATION PROVISIONS

A.   Each  non-employee  director  who  elects  to  participate  under  the Cash
     Compensation  Provision  of the Plan  shall  be paid  all or the  specified
     percentage of his or her  Compensation  for the Plan Year in cash, and such
     cash  payment  shall be made as of the end of each  Plan  Quarter.

B.   If a participant dies prior to payment in full of all amounts due under the
     Plan,  the  balance  of the  amount  due shall be  payable  in full to such
     participant's  designated  beneficiary,  or, if none, the estate as soon as
     possible following death.

                                    PART III

                      DEFERRED CASH COMPENSATION PROVISION

A.   Each non-employee  director may elect to have all or a specified percentage
     of his or her Compensation for the Plan Year deferred until the participant
     ceases to be a director.

B.   For each  director who has made this Deferred  Cash  election,  the Company
     shall  establish  a deferred  compensation  account  and shall  credit such
     account  monthly for the  Compensation  due.  Interest shall be credited to
     each  such  account  monthly  at the rate or rates  of  return  of funds or
     portfolios  established  under a qualified  benefit plan  maintained by the
     Company  which  the  Committee  or the  Minor  Amendment  Committee  of the
     Committee  (the  "Minor  Amendment  Committee"),  or its  delegate,  in its
     discretion, may from time to time establish.

C.   Distribution of the participant's deferred compensation account shall be as
     follows:

     1.   at the time, and in the form of payment, elected by the participant at
          the time of deferral,  provided that payments will not commence  until
          the participant ceases to be a director; or

     2.   in  the  absence  of an  election  at the  time  of  deferral,  in ten
          substantially equal annual installments beginning on January 1 of each
          year  following  the  year in which  the  participant  ceases  to be a
          director; or

     3.   if  a  participant  makes  a  written  request  before  payments  have
          commenced,  and  such  request  is  approved  by the  Minor  Amendment
          Committee,  payments  may be made  in  some  other  lesser  number  of
          substantially  equal annual  installments or in a single sum paid on a
          date prior to the otherwise scheduled payment commencement date.

     Each  installment  or lump sum payment  shall also include  interest on the
     outstanding  account  balance  to the  first  of the  month  in  which  the
     distribution  occurs. The method of distribution  approved by the Committee
     shall be irrevocable.

D.   In the event of a severe  financial  hardship,  a participant  may apply to
     receive  a  distribution  of his  or her  account  earlier  than  initially
     elected.  The Senior Vice President,  Personnel will review the request and
     make a recommendation  to the Minor Amendment  Committee which, by majority
     action, shall either approve or deny the request. The determination made by
     the Committee  will be final and binding on all parties.  If the request is
     granted,  the  Committee  will  accelerate  payments  only  to  the  extent
     reasonably necessary to alleviate the financial hardship.

E.   If a participant dies prior to payment in full of all amounts due under the
     Plan,  the  balance  of the  amount  due  shall be  payable  in full to the
     participant's  designated  beneficiary,  or, if none, the estate as soon as
     possible following death.

                                       3

<PAGE>

F.   Notwithstanding  any  other  provision  of this Plan to the  contrary,  the
     Committee, by majority approval,  may, in its sole discretion,  direct that
     payments be made before such  payments are otherwise due if, for any reason
     (including,  but not limited to, a change in the tax or revenue laws of the
     United States of America, a published ruling or similar announcement issued
     by the Internal  Revenue Service,  a regulation  issued by the Secretary of
     the Treasury or his or her delegate,  or a decision by a court of competent
     jurisdiction  involving a participant or  beneficiary),  it believes that a
     participant  or beneficiary  has  recognized or will  recognize  income for
     federal  income tax  purposes  with  respect to amounts that are or will be
     payable to him under the Plan  before  they are paid to him. In making this
     determination,  the  Committee  shall take into account the  hardship  that
     would be  imposed  on the  participant  or  beneficiary  by the  payment of
     federal income taxes under such circumstances.

                                     PART IV

                           DRI COMMON STOCK PROVISIONS

A.   Each participant may elect to receive all or a specified  percentage of his
     or her  Compensation  in shares of Darden  Restaurants,  Inc. Common Stock,
     which will be issued at the end of each Plan Quarter.

B.   The Company  shall  ensure that an adequate  number of Darden  Restaurants,
     Inc.  shares  of Common  Stock  are  available  for  distribution  to those
     participants making this election.

C.   Only whole  number of shares  will be  issued,  with any  fractional  share
     amounts paid in cash.

D.   For purposes of computing  the number of shares  earned each Plan  Quarter,
     the  value  of each  share  shall  be equal to the mean of the high and low
     price of shares of Darden  Restaurants,  Inc.  Common Stock on the New York
     Stock  Exchange  on the last  Business  Day of each Plan  Quarter.  For the
     purposes  of this  Plan,  "Business  Day" shall mean a day on which the New
     York Stock Exchange is open for trading.

E.   If a participant dies prior to payment in full of all amounts due under the
     Plan,  the  balance  of the  amount  due  shall be  payable  in full to the
     participant's  designated  beneficiary,  or, if none, to the  participant's
     estate, in cash, as soon as possible following death.


Effective October 1, 2000

                                       4



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhibit10c.txt
<DESCRIPTION>EXHIBIT10(C)STOCK PLAN FOR DIRECTORS
<TEXT>
                                                                  EXHIBIT 10(c)



                            DARDEN RESTAURANTS, INC.

                            STOCK PLAN FOR DIRECTORS


                           (effective October 1, 2000)



THIS DOCUMENT  CONSTITUTES  PART OF A PROSPECTUS  COVERING  SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

Additional  information about this Plan and its  administrators  may be obtained
without charge by writing to the Supervisor,  Stock Compensation  Plans,  Darden
Restaurants,  Inc.,  Compensation  Department,  P.O.  Box  593330,  Orlando,  FL
32859-3330, or by calling (407) 245-4293.



<PAGE>



                            DARDEN RESTAURANTS, INC.

                            STOCK PLAN FOR DIRECTORS


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

     2.  Administration.  The Plan  shall be  administered  by the  Compensation
Committee  of the  Board of  Directors  of the  Company.  Grants of  options  to
purchase  Common Stock under the Plan and the amount and nature of the awards of
Restricted  Stock shall be made  automatically  or by the Board of  Directors as
provided  in Section 4.  However,  the  Compensation  Committee  shall have full
authority to interpret the Plan, to promulgate such rules and  regulations  with
respect to the Plan as it deems  desirable and to make all other  determinations
necessary  or  appropriate  for  the   administration  of  the  Plan,  and  such
determinations shall be final and binding upon all persons having an interest in
the Plan.

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

     4. Awards under the Plan.  The number of shares of Common Stock  authorized
for grants  under the Plan is 250,000,  provided  that all such shares  shall be
issued from Common Stock held in the Company's treasury. In addition, all shares
of Common Stock  authorized,  but unissued under the predecessor  Stock Plan for
Directors effective May 28, 1995, as amended,  shall be available and authorized
for issuance under this Plan.

         (a)  Non-qualified Stock Options

               (i) Grant of Options.  Each person who becomes a Director for the
          first  time after the  effective  date of the Plan shall be awarded an
          option ("Option") to purchase 12,500 shares of Common Stock, effective
          as of the date such person  becomes a Director.  In  addition,  at the
          close of business on each annual shareholders'  meeting, each Director
          elected  or  re-elected  to the Board  shall be  granted  an Option to
          purchase 3000 shares of Common Stock. The written agreement evidencing
          such  Options  granted  under  the  Plan  shall  be  dated  as of  the
          applicable date of each grant. Each Director receiving an Option grant
          shall execute and return a copy of the  agreement to the Company.  All
          Options  granted under the Plan shall be  non-qualified  stock options
          governed  by  Section  83 of the  Internal  Revenue  Code of 1986,  as
          amended.

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

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

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

                                       1

               (v)  Method  of  Exercise  and Tax  Obligations.  Each  notice of
          exercise shall be accompanied by the full purchase price of the shares
          being purchased.  Such payment may be made in cash,  check,  shares of
          Common  Stock  valued  using the Fair Market  Value as of the exercise
          date or a combination thereof. The Company may also require payment of
          the amount of any federal, state or local withholding tax attributable
          to the exercise of an Option or the delivery of shares of Common Stock
          upon lapse of the Restricted Period described below.

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

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

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

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

         (b)  Restricted Stock.
              ----------------

               (i) Awards. Each Director on the effective date of the Plan shall
          be granted an award of 3,000  shares of Common  Stock,  restricted  as
          described below ("Restricted Stock"). At the close of business on each
          successive annual stockholders' meeting date thereafter, each Director
          then elected or  re-elected  to the Board shall be granted an award of
          3,000 shares of Restricted  Stock.  Notwithstanding  the foregoing,  a
          Director  may  elect  (1) to defer  all or any  portion  of his or her
          Restricted  Stock award until a date that is on or after the cessation
          of Board  service,  or (2) to receive the  equivalent  of 1,000 of the
          3,000 shares of any Restricted Stock award in cash.

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

               (iii) Other Terms and Conditions.  Any shares of Restricted Stock
          granted  hereunder  may be evidenced  in such manner as the  Committee
          deems   appropriate,   including,   without   limitation,   book-entry
          registration  or  issuance of stock  certificates,  and may be held in
          escrow.  If certificated,  each such  certificate  shall bear a legend
          giving notice of the restrictions.  Each Director must also endorse in
          blank and  return  to the  Company  a stock  power  for each  grant of
          Restricted Stock.  During the Restricted  Period,  each Director shall
          have all the rights and  privileges of a  shareholder  with respect to
          the  Restricted  Stock,  including the right to vote the shares and to
          receive dividends thereon. At the expiration of the Restricted Period,
          a stock  certificate free of all restrictions for the number of shares
          of Restricted  Stock so registered  shall be delivered to the Director
          or his or her estate.
                                       2
<PAGE>


          (c)  "SRO's".
               ------

               In addition to the Options for 12,500 shares and the annual grant
          of 3000 shares of Common Stock described in Section 4(a)(i) above, the
          Board  of  Directors  also  shall  grant  salary  replacement  options
          ("SRO's")  to one or  more of the  Directors  pursuant  to the  annual
          decision of each Director in lieu of all or part of an annual retainer
          or for directors fees for attendance at Board or Committee meetings or
          other  compensation  for services as a Director.  Such grants shall be
          made on the  last  day of  each  fiscal  quarter  of the  Company  for
          compensation  accrued  during  such  quarter and be valued by the same
          formula as used by the  Compensation  Committee for awards of SRO's to
          employees of the Company.

         (d)  Change of Control.
              -----------------

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

               (i) if any  person  (including  a group  as  defined  in  Section
          13(d)(3)  of the  1934  Act)  becomes,  directly  or  indirectly,  the
          beneficial  owner of 20% or more of the shares of the Company entitled
          to vote for the election of directors;

               (ii)as a result of or in  connection  with any cash tender offer,
          exchange offer, merger or other business  combination,  sale of assets
          or contested  election,  or combination of the foregoing,  the persons
          who were  Directors  of the Company  just prior to such event cease to
          constitute a majority of the Company's Board of Directors; or

               (iii)  the  stockholders  of the  Company  approve  an  agreement
          providing for a  transaction  in which the Company will cease to be an
          independent  publicly-owned corporation or a sale or other disposition
          of all or substantially all of the assets of the Company occurs.

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

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

                                       3

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

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

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

Effective October 1, 2000
                                       4





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>6
<FILENAME>exhibit12.txt
<DESCRIPTION>EXHIBIT12 -
<TEXT>
                                                                   EXHIBIT 12

                            DARDEN RESTAURANTS, INC.
         COMPUTATION OF RATIO OF CONSOLIDATED EARNINGS TO FIXED CHARGES
                          (Dollar Amounts in Thousands)
<TABLE>
<CAPTION>

                                                                                  Thirteen Weeks Ended
--------------------------------------------------------------------------------------------------------------------
                                                                        August 26, 2001         August 27, 2000
--------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                     <C>

Consolidated Earnings from Operations Before Income Taxes....              $   95,577                $  87,838
Plus Fixed Charges...........................................                  14,753                   12,005
Less Capitalized Interest....................................                    (886)                    (833)
                                                                            ---------                ---------

Consolidated Earnings from Operations Before Income
   Taxes Available to Cover Fixed Charges....................               $ 109,444                $  99,010
                                                                            =========                =========

Ratio of Consolidated Earnings to Fixed Charges..............                    7.42                     8.25
                                                                            =========                =========

</TABLE>


--------------------------------------------------------------------------------





</TEXT>
</DOCUMENT>
</SUBMISSION>
