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<SEC-DOCUMENT>0000940944-02-000106.txt : 20020819
<SEC-HEADER>0000940944-02-000106.hdr.sgml : 20020819
<ACCEPTANCE-DATETIME>20020819165531
ACCESSION NUMBER:		0000940944-02-000106
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		15
CONFORMED PERIOD OF REPORT:	20020526
FILED AS OF DATE:		20020819

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			DARDEN RESTAURANTS INC
		CENTRAL INDEX KEY:			0000940944
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-EATING PLACES [5812]
		IRS NUMBER:				593305930
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			0526

	FILING VALUES:
		FORM TYPE:		10-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13666
		FILM NUMBER:		02742863

	BUSINESS ADDRESS:	
		STREET 1:		5900 LAKE ELLENOR DR
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32809
		BUSINESS PHONE:		4072454000

	MAIL ADDRESS:	
		STREET 1:		5900 LAKE ELLENOR DRIVE
		CITY:			ORLANDO
		STATE:			FL
		ZIP:			32809

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GENERAL MILLS RESTAURANTS INC
		DATE OF NAME CHANGE:	19950313
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>form10kfy02.txt
<DESCRIPTION>FORM 10K FY02
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

- -----------------------------------------------------------------------
                                    FORM 10-K
- -----------------------------------------------------------------------
(Mark One)
/X/  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                     For the fiscal year ended May 26, 2002

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

                    For the transition period from ___ to ___

                         Commission File Number: 1-13666

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

           Florida                                      59-3305930
(State or other jurisdiction of            (IRS Employer Identification Number)
 incorporation or organization)

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

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

           Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of each exchange
    Title of each class                                  on which registered
    -------------------                                  -------------------
  Common Stock, without par value                      New York Stock Exchange
and Preferred Stock Purchase Rights

        Securities registered pursuant to Section 12(g) of the Act: None

     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. Yes X No ____

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by Reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

     Aggregate  market  value of  Common  Stock  held by  non-affiliates  of the
Registrant,  based on the  closing  price of $19.81 per share as reported on the
New York Stock Exchange on July 22, 2002: $3,393,518,829.

     Number  of  shares  of  Common  Stock  outstanding  as of  July  22,  2002:
171,303,323 (excluding 87,543,707 shares held in the Company's treasury).

                       DOCUMENTS INCORPORATED BY REFERENCE
     Portions of the  Registrant's  Proxy  Statement  dated  August 16, 2002 are
incorporated by reference into Part III, and portions of the  Registrant's  2002
Annual Report to Shareholders are incorporated by reference into Parts I, II and
IV of this Report.

<PAGE>





                                     PART I

Item 1.  BUSINESS

Introduction

     Darden  Restaurants,  Inc.  is the  largest  publicly  held  casual  dining
restaurant  company  in the  world.*  As of May  26,  2002,  we  operated  1,211
restaurants in the United States and Canada.  In the United States,  we operated
1,174  restaurants in 49 states (the exception being Alaska),  including 636 Red
Lobster(R), 490 Olive Garden(R), 29 Bahama Breeze(R), and 19 Smokey Bones(R) BBQ
Sports Bar restaurants. In Canada, we operated 37 restaurants,  including 31 Red
Lobster and six Olive Garden  restaurants.  We operate all of our restaurants in
the United States and Canada, with no franchising.  In Japan, we licensed 33 Red
Lobster  restaurants to an unaffiliated  Japanese  corporation that operates the
restaurants under an Area Development and Franchise Agreement.

     Darden is a Florida  corporation  incorporated  in March  1995,  and is the
parent company of GMRI,  Inc.,  also a Florida  corporation.  GMRI and our other
subsidiaries own the operating  assets of the  restaurants.  GMRI was originally
incorporated in March 1968 as Red Lobster Inns of America, Inc.

     Our principal  executive offices and restaurant  support center are located
at 5900 Lake Ellenor Drive,  Orlando,  Florida 32809,  telephone (407) 245-4000.
Unless the context indicates otherwise, all references to Darden, "we", "our" or
"us" include Darden, GMRI and our respective subsidiaries.

Background

     We opened our first  restaurant,  a Red Lobster,  in  Lakeland,  Florida in
1968.  Red Lobster was founded by William B. Darden,  for whom we are named.  We
were acquired by General Mills,  Inc. in 1970. In May 1995, we became a separate
publicly  held company when General Mills  distributed  all  outstanding  Darden
stock to General Mills' stockholders.

     In recent years our two largest restaurant  concepts have resumed growth in
the  number  of  restaurants.  The  number  of  Red  Lobster  and  Olive  Garden
restaurants   open  at  the  end  of  fiscal  2002  increased  by  six  and  19,
respectively,  as compared to the end of fiscal 2001. Red Lobster has grown from
six  restaurants  in  operation  at the end of fiscal 1970 to 667 units in North
America  by the end of  fiscal  2002.  Olive  Garden,  an  internally  developed
concept,  opened its first  restaurant in fiscal 1983,  and by the end of fiscal
2002 had expanded to 496 restaurants and one food court cafe in North America.

     Bahama Breeze is an internally developed concept with a Caribbean theme. In
fiscal 1996, Bahama Breeze opened its first restaurant in Orlando,  Florida.  At
the end of fiscal 2002, there were 29 Bahama Breeze restaurants.

     Our newest restaurant concept is Smokey Bones BBQ Sports Bar, an internally
developed  concept.  The first  restaurant was opened in fiscal 2000 in Orlando,
Florida. At the end of fiscal 2002, there were 19 Smokey Bones restaurants.

     The table on the  following  page  shows our growth and lists the number of
restaurants  operated by Red Lobster,  Olive  Garden,  Bahama  Breeze and Smokey
Bones as of the end of each  fiscal  year since  1970.  The final  column in the
table lists our total sales for the years indicated.
- --------------------------
*Source:  Nation's  Restaurant News,  "Special  Report:  Top 100," June 24, 2002
(based on revenues from company owned restaurants).

                                       1
<PAGE>
<TABLE>
<CAPTION>


                                    Company-Operated Restaurants Open at Fiscal Year End


    Fiscal          Red         Olive       Bahama          Smokey              Total          Total Company Sales
     Year         Lobster    Garden (1)     Breeze          Bones         Restaurants(1)(2)   ($ in Millions)(3)(4)
     ----         -------    ----------     ------          -----         -----------------     ------------------

     <S>              <C>          <C>           <C>          <C>               <C>                    <C>

     1970                6                                                          6                      3.5
     1971               24                                                         24                      9.1
     1972               47                                                         47                     27.1
     1973               70                                                         70                     48.0
     1974               97                                                         97                     72.6
     1975              137                                                        137                    108.5
     1976              174                                                        174                    174.1
     1977              210                                                        210                    229.2
     1978              236                                                        236                    291.4
     1979              244                                                        244                    337.5
     1980              260                                                        260                    397.6
     1981              291                                                        291                    528.4
     1982              328                                                        328                    614.3
     1983              360            1                                           361                    718.5
     1984              368            2                                           370                    782.3
     1985              372            4                                           376                    842.2
     1986              401           14                                           415                    917.3
     1987              433           52                                           485                  1,097.7
     1988              443           92                                           535                  1,300.8
     1989              490          145                                           635                  1,621.5
     1990              521          208                                           729                  1,927.7
     1991              568          272                                           840                  2,212.3
     1992              619          341                                           960                  2,542.0
     1993              638          400                                         1,038                  2,737.0
     1994              675          458                                         1,133                  2,963.0
     1995              715          477                                         1,192                  3,163.3
     1996              729          487            1                            1,217                  3,191.8
     1997              703          477            2                            1,182                  3,171.8
     1998              682          466            3                            1,151                  3,261.6
     1999              669          464            6                            1,139                  3,432.4
     2000              654          469           14            2               1,139                  3,675.5
     2001              661          477           21            9               1,168                  3,992.4
     2002              667          496           29           19               1,211                  4,368.7

- ----------------------------
<FN>

(1)  Does not include one Olive Garden Cafe restaurant.
(2)  Includes  only Red Lobster,  Olive  Garden,  Bahama Breeze and Smokey Bones
     restaurants.  Does not include other restaurant  concepts operated by us in
     these years that are no longer in operation or which are no longer owned by
     us.
(3)  Includes  total  sales  from all of our  operations,  including  sales from
     restaurant  concepts besides Red Lobster,  Olive Garden,  Bahama Breeze and
     Smokey  Bones that are no longer in  operation or which are no longer owned
     by us.
(4)  Emerging  Issues  Task Force  Issue 00-14  "Accounting  for  Certain  Sales
     Incentives"  requires  sales  incentives to be classified as a reduction of
     sales.  We adopted  Issue 00-14 in the fourth  quarter of fiscal 2002.  For
     purposes of this presentation, sales incentives have been reclassified as a
     reduction  of sales for fiscal 1998  through  2002.  Sales  incentives  for
     fiscal years prior to 1998 have not been reclassified.
</FN>
</TABLE>

                                       2
<PAGE>





Strategy

     The  restaurant  industry is generally  considered  to be comprised of four
segments: quick service,  midscale,  casual dining and fine dining. The industry
is highly  fragmented and includes many independent  operators and small chains.
We  believe  that  capable  operators  of strong  multi-unit  concepts  have the
opportunity  to increase  their share of the casual dining  segment.  We plan to
grow by increasing the number of  restaurants  in each of our existing  concepts
and by  developing  or  acquiring  additional  concepts  that  can  be  expanded
profitably.

     While we are a leader in the casual  dining  segment,  we know we cannot be
successful  without a clear sense of who we are. Our core purpose is "To nourish
and  delight  everyone we serve."  This core  purpose is  supported  by our core
values:

         o    Integrity and fairness;
         o    Respect and caring;
         o    Diversity;
         o    Always learning/always teaching;
         o    Being "of service";
         o    Teamwork; and
         o    Excellence.

     To support our core  purpose,  we have  established  a  framework  of three
strategic imperatives or "building blocks":

         o   leadership development as a core competency;
         o   service and hospitality excellence; and
         o   culinary and beverage excellence.

     We support these  strategic  imperatives  by developing  two key enablers -
diversity  literacy and technology  literacy - throughout the  organization.  We
believe that our continuing focus on these three building  blocks,  supported by
our  commitment to diversity and  technology,  provides a strong  foundation for
future growth.

Restaurant Concepts

Red Lobster

     Red  Lobster is the largest  casual  dining,  seafood-specialty  restaurant
operator in the United States. It offers an extensive menu featuring fresh fish,
shrimp,  crab, lobster,  scallops and other seafood in a casual atmosphere.  The
menu includes a variety of specialty seafood and non-seafood entrees, appetizers
and desserts.

     Dinner  entree  prices  range  from  $8.99 to  $24.99,  with fresh fish and
certain lobster items available at market price.  Lunch entree prices range from
$5.25 to $9.99.  The entree  price also  includes  side items and our  signature
Cheddar Bay  biscuits.  During  fiscal  2002,  the average  check per person was
between $15.50 and $16.50,  with alcoholic  beverages  accounting for about nine
percent  of  Red  Lobster's  sales.  Red  Lobster  maintains  approximately  128
different  menus to reflect  geographic  differences  in  consumer  preferences,
prices and selections in its trade areas,  as well as a lower-priced  children's
menu.

     Fiscal 2002 was a record  year in both sales and  profits for Red  Lobster.
Total sales of $2.34  billion  for the 2002  fiscal year were 7.1 percent  above
last year and  average  sales per  restaurant  for the year were $3.5  million -
record levels for Red Lobster. Operating profit for the fiscal year increased at
a double-digit  percentage rate and established a new record for Red Lobster. As
of the end of fiscal 2002,  Red Lobster had enjoyed 18  consecutive  quarters of
U.S. same-restaurant sales increases.

                                       3
<PAGE>



Olive Garden

     Olive  Garden is the  market  share  leader  among  casual  dining  Italian
restaurants  in the United  States.  Olive  Garden's  menu includes a variety of
authentic Italian foods featuring fresh  ingredients,  and an expanded wine list
that includes a broad selection of wines imported from Italy.  The menu includes
antipasti  (appetizers);  soups,  salad and garlic  breadsticks;  baked  pastas;
sauteed specialties with chicken,  seafood and fresh vegetables;  grilled meats;
and a variety of desserts. Olive Garden also uses coffee imported from Italy for
its espresso and cappuccino.

     Dinner  entree  prices  range from $7.50 to $17.95,  and most lunch  entree
prices range from $5.75 to $8.95. The price of each entree also includes as much
fresh salad or soup as a guest  desires.  During fiscal 2002,  the average check
per person was $12.50 to $13.50, with alcoholic  beverages  accounting for about
nine percent of Olive Garden's sales.  Olive Garden  maintains  approximately 24
different dinner menus and 23 lunch menus to reflect  geographic  differences in
consumer  preferences,  prices and selections in its trade areas, as well as two
different lower-priced children's menus.

     Fiscal 2002 was a record  year for both sales and profits at Olive  Garden.
Olive Garden's  total sales for the 2002 fiscal year were $1.86 billion,  up 9.5
percent  from the prior  year,  and its  annual  average  sales  per  restaurant
increased to $3.9 million - both record levels.  Olive Garden had a double-digit
percentage increase in operating profit for the seventh consecutive fiscal year,
reaching  a new high in  operating  profit  as  well.  Olive  Garden  has had 31
consecutive  quarters of U.S.  same-restaurant  sales increases as of the end of
fiscal 2002.

Bahama Breeze

     Bahama  Breeze  is a  Caribbean-themed  restaurant  that  offers  guests  a
distinctive island dining experience. The first Bahama Breeze opened in 1996 and
met with strong positive consumer response.  We continued to test the concept by
opening a limited  number of  additional  restaurants  in each of the  following
years,  and began  national  expansion  of the concept in 1998.  In fiscal 2002,
sales  at  Bahama  Breeze  surpassed  $125  million  and  we  opened  eight  new
restaurants  in five new  markets,  bringing the total to 29  restaurants  in 20
markets.  The concept continues to be well received by guests, with strong sales
volumes.  We plan to open six to ten new  Bahama  Breeze  restaurants  in fiscal
2003.

Smokey Bones

     Our newest casual  dining  concept,  Smokey Bones BBQ Sports Bar,  combines
barbeque with a relaxed sports bar atmosphere.  We opened the first Smokey Bones
in September  1999, and began national  expansion of the concept in fiscal 2002.
There are  currently 19 Smokey Bones  restaurants,  and we plan to open 20 to 25
new Smokey Bones  restaurants  in fiscal 2003.  We believe that Smokey Bones has
strong  expansion  potential and could become at least a $1.5 billion  operating
concept in the future.

Recent and Planned Growth

     During fiscal 2002, we opened 49 new restaurants  (excluding the relocation
of  existing  restaurants  to new sites and the  rebuilding  of  restaurants  at
existing sites) and closed seven restaurants. This resulted in a net increase of
42 restaurants in operation (or 43, including relocations,  which net each other
out,  and  rebuilds).  We plan to open  approximately  54 to 72 new Red Lobster,
Olive  Garden,  Bahama  Breeze and Smokey Bones  restaurants  during fiscal 2003
(excluding  relocations and rebuilds).  Our actual and projected new openings by
concept (excluding relocations and rebuilds ) are shown below.
<TABLE>
<CAPTION>

                                                              Actual New               Projected New
                                                         Restaurant Openings        Restaurant Openings
                                                             Fiscal 2002                Fiscal 2003
                                                             -----------                -----------
         <S>                                                        <C>                     <C>
         Red Lobster................................                 11                       8-12
         Olive Garden...............................                 20                      20-25
         Bahama Breeze..............................                  8                       6-10
         Smokey Bones...............................                 10                      20-25
                                                                   ----                      -----
               Totals...............................                 49                      54-72
                                                                    ====                     =====
</TABLE>
                                       4
<PAGE>


     Our objective is to continue to expand our current  portfolio of restaurant
concepts,  and to develop or acquire  additional  concepts  that can be expanded
profitably.  We are  currently  testing new ideas and  concepts,  and  expanding
Bahama  Breeze  and  Smokey  Bones  nationally  in light of  favorable  consumer
response. We also regularly evaluate potential acquisition  candidates to assess
whether they would satisfy our strategic and financial  objectives.  At present,
we have not identified any specific acquisitions.

     We will continue to focus on improving  operational returns at Olive Garden
and Red Lobster,  and will limit new  restaurant  expansion of those concepts to
the highest-potential  sites. Olive Garden's expansion will include its recently
developed "Tuscan  Farmhouse"  design,  an outgrowth of our  collaboration  with
Rocca delle Macie, a  family-owned  winery in Tuscany.  In addition,  we plan to
expand  Bahama  Breeze  and  Smokey  Bones at a pace that will  enable  each new
restaurant  to capture the  concept's  full  potential.  The specific  number of
openings will depend on many factors,  such as our ability to locate appropriate
sites,  negotiate  acceptable  purchase or lease terms,  obtain  necessary local
governmental  permits,  complete  construction  and recruit and train restaurant
management and hourly personnel.

     We consider  location to be a critical factor in determining a restaurant's
long-term  success,  and we  devote  significant  effort  to the site  selection
process.  Prior to entering a market,  we conduct a thorough  study to determine
the optimal  number and placement of  restaurants.  Our site  selection  process
incorporates a variety of analytical  techniques to evaluate key factors.  These
factors include trade area  demographics,  such as target population density and
household  income levels;  competitive  influences in the trade area; the site's
visibility,  accessibility and traffic volume; and proximity to activity centers
such as shopping malls, hotel/motel complexes, offices and universities. Members
of senior management evaluate, inspect and approve each restaurant site prior to
its acquisition.  Constructing and opening a new restaurant  typically takes 120
to 180 days after the site is acquired and permits are obtained.

     The following table illustrates the approximate average capital investment,
size and dining  capacity of the 11 Red Lobster and 20 Olive Garden  restaurants
that were  opened  during  fiscal  2002  (excluding  relocations,  rebuilds  and
conversion of existing restaurants).
<TABLE>
<CAPTION>

                                                  Capital           Square        Dining        Dining
                                               Investment(1)       Feet(2)       Seats(3)     Tables(4)
         <S>                                     <C>                 <C>            <C>            <C>
         Red Lobster........................     $3,634,000          6,865          204            60
         Olive Garden.......................     $3,814,000          7,838          213            50

<FN>

(1)  Includes net present value of leases, but excludes working capital.
(2)  Includes all space under the roof, including the coolers and freezers, but
     excludes gazebos, pavilions and porte cocheres.
(3)  Includes bar dining seats and patio seating, but excludes bar stools.
(4)  Includes patio dining tables.
</FN>
</TABLE>

     We systematically  review the performance of our restaurants to ensure that
each meets our standards.  When a restaurant falls below minimum  standards,  we
conduct a thorough analysis to determine the causes, and implement marketing and
operational plans to improve that restaurant's performance.  If performance does
not improve to acceptable  levels,  the restaurant is evaluated for  relocation,
closing or conversion to one of our other concepts.

     During fiscal 2002, we permanently  closed five,  rebuilt one and relocated
six Red Lobster restaurants in the United States, and closed one Red
Lobster restaurant in Canada. During the same period, we permanently closed one
and relocated one Olive Garden restaurant in the United States, and none in
Canada.

Restaurant Operations

     We believe  that  high-quality  restaurant  management  is  critical to our
long-term  success.  We  also  believe  that  our  leadership  position,  strong
success-oriented   culture  and  various  short-term  and  long-term   incentive
programs,  including stock options and restricted stock, help attract and retain
highly motivated restaurant managers.

                                       5
<PAGE>


     Our restaurant  management structure varies by concept and restaurant size.
Each restaurant is led by a general manager and one to four additional managers,
depending on the operating  complexity and sales volume of the restaurant.  Each
restaurant also employs  approximately 65 to 140 hourly employees,  most of whom
work part-time.  We issue detailed  operations  manuals  covering all aspects of
restaurant  operations,  as well as food and beverage  manuals  which detail the
preparation  procedures of our formulated  recipes.  The  restaurant  management
teams are  responsible  for the day-to-day  operation of each restaurant and for
ensuring compliance with our operating  standards.  At our two largest concepts,
Red Lobster and Olive Garden,  restaurant  general managers report to directors,
and each director is responsible  for seven to 14  restaurants.  Restaurants are
visited  regularly by all levels of supervision to help ensure strict  adherence
to all aspects of our standards.

     Each concept's vice president or director of training, together with senior
operations  executives,  is  responsible  for developing  and  maintaining  that
concept's  operations  training programs.  These efforts include a 12-to 15-week
training program for management  trainees,  and continuing  development programs
for  managers,  supervisors  and  directors.  The  emphasis of the  training and
development  programs  varies by restaurant  concept,  but includes  leadership,
restaurant  business  management  and  culinary  skills.  We also  use a  highly
structured  training  program  to  open  new  restaurants,  including  deploying
training teams experienced in all aspects of restaurant operations.  The opening
training teams  typically begin work one week prior to opening and remain at the
new  restaurant  one  week  following  the  opening.   They  are  redeployed  as
appropriate to enable a smooth transition to the restaurant's operating staff.

Quality Assurance

     Our Quality Assurance  Department helps ensure that all restaurants provide
high-quality  food in a clean and safe  environment.  Through rigorous  physical
evaluation  and testing at our North  American  laboratories  and through "Point
Source  Inspection" in southeastern  Asia, we seek to purchase only seafood that
meets  or  exceeds  our  specifications.   Since  1976,  we  have  maintained  a
microbiological  laboratory to routinely test seafood and other  commodities for
quality and  microbiological  safety. In addition,  quality  assurance  managers
visit each restaurant  periodically  throughout the year to review food handling
and to provide education and training in food safety and sanitation. The quality
assurance  managers  also serve as a liaison to  regulatory  agencies  on issues
relating to food safety.  We use independent third party auditors to inspect and
evaluate  commodity  vendors.  In this  manner,  we attempt  to ensure  that our
suppliers   maintain   good   manufacturing   practices  and  operate  with  the
comprehensive industry standard Hazard Analysis Critical Control Points programs
in place.

Purchasing and Distribution

     Our ability to ensure a consistent supply of high-quality food and supplies
at competitive prices to all of our restaurant concepts depends upon procurement
from reliable  sources.  Our purchasing staff sources,  negotiates and purchases
food and supplies from more than 2,500 suppliers in 45 countries. Suppliers must
meet strict quality control  standards in the  development,  harvest,  catch and
production of food products. Competitive bids, long-term contracts and long-term
vendor  relationships  are  routinely  used to manage  availability  and cost of
products.

     We believe  that our  seafood  purchasing  capabilities  are a  significant
competitive advantage.  Our purchasing staff travels routinely within the United
States and  internationally  to source more than 100  varieties  of  top-quality
seafood at competitive  prices.  We believe that we have  established  excellent
long-term  relationships  with key seafood vendors,  and source product directly
from producers (not brokers or middlemen)  predominantly and whenever  possible.
We operate a procurement  office in Singapore to source  products  directly from
Asia.  While the supply of certain seafood species is volatile,  we believe that
we have the ability to identify  alternative  seafood products and to adjust our
menus as necessary.  All other essential food products are available,  or can be
made available upon short notice, from alternative qualified suppliers.  Because
of the relatively rapid turnover of perishable food products, inventories in the
restaurants  have a modest  aggregate  dollar  value in  relation  to  revenues.
Controlled  inventories of specified products are distributed to all restaurants
through national distribution companies.

Advertising and Marketing

     We believe that we have  developed  significant  marketing and  advertising
capabilities.  Our size  enables  us to be a dominant  advertiser  in the casual
dining  segment of the  restaurant  industry.  We  leverage  the  efficiency  of

                                       6
<PAGE>

national  network  television  advertising  and  supplement it with local market
television advertising.  Our restaurants appeal to a broad spectrum of consumers
and we use advertising and product promotions to attract customers. We implement
periodic  promotions  as  appropriate  to maintain  and  increase  our sales and
profits. We also rely on radio and newspaper  advertising,  as well as newspaper
and direct mail couponing  programs,  as appropriate,  to attract customers.  We
have developed and consistently use sophisticated  consumer  marketing  research
techniques to monitor customer satisfaction and evolving expectations.

Employees

     At the end of fiscal 2002, we employed  approximately  133,200 persons.  Of
these employees, approximately 1,300 were corporate or concept personnel located
in our restaurant support center in Orlando,  Florida,  approximately 5,800 were
restaurant  management personnel in the restaurants or in field offices, and the
remainder were hourly  restaurant  personnel.  Of the restaurant  support center
employees,  approximately  58% were  management  personnel  and the balance were
administrative or office employees.  Our operating executives have an average of
more  than 14 years of  experience  with us.  The  restaurant  general  managers
average 11 years with us. We believe  that we  provide  working  conditions  and
compensation  that  compare  favorably  with  those  of  our  competitors.  Most
employees,  other than restaurant management and corporate management,  are paid
on an hourly basis. None of our employees are covered by a collective bargaining
agreement. We consider our employee relations to be good.

Management Information Systems

     We strive for leadership in the restaurant  business by using technology as
a competitive  advantage.  Since 1975, computers located in the restaurants have
been used to assist in the management of the  restaurants.  We have  implemented
systems targeted at improved financial control, cost management,  enhanced guest
service and improved employee effectiveness.  Management information systems are
designed to be used across restaurant concepts,  yet are flexible enough to meet
the unique needs of each restaurant concept.  During fiscal 2002, we implemented
a  suite  of  web-enabled  financial  systems  and  a  high-speed  data  network
connecting  all  restaurants  to all  current  and future  applications.  We are
currently  completing an upgrade of our human  resource  (including  payroll and
benefits) systems using web-enabled and fully integrated application suites.

     Restaurant  hardware and software  support is provided or coordinated  from
the restaurant support center in Orlando, Florida, seven days a week, 24 hours a
day. A communications  network sends and receives  critical business data to and
from  the  restaurants  throughout  the  day and  night,  providing  timely  and
extensive  information on business  activity in every  location.  The restaurant
support center houses our data center, which contains sufficient computing power
to  process  information  from all  restaurants  quickly  and  efficiently.  Our
information  is  processed in a secured  environment  to protect both the actual
data  and the  physical  assets.  We  guard  against  business  interruption  by
maintaining a disaster  recovery plan, which includes storing critical  business
information off-site,  testing the disaster recovery plan at a hot-site facility
and  providing  on-site  power  backup  via a  large  diesel  generator.  We use
internally developed proprietary  software, as well as purchased software,  with
proven, non-proprietary hardware. This allows processing power to be distributed
effectively to each of our restaurants.

     Our  management  believes its current  systems and the  upgrades  currently
underway will position us well to support  current needs and future  growth.  We
are committed to  maintaining  an industry  leadership  position in  information
systems  and  computing  technology.  We  use a  strategic  information  systems
planning  process that involves  senior  management  and is integrated  into our
overall business  planning.  Information  systems projects are prioritized based
upon strategic, financial, regulatory and other business advantage criteria.

Competition

     The  restaurant  industry is  intensely  competitive  with  respect to food
quality,  price,  service,  restaurant  location,  concept,   attractiveness  of
facilities,  and  effectiveness  of  advertising  and  marketing  programs.  The
restaurant  business is often affected by changes in consumer tastes;  national,
regional or local economic conditions; demographic trends; traffic patterns; the
type, number and location of competing restaurants; and consumers' discretionary
purchasing  power.  We compete  within each market with  national  and  regional
chains as well as locally-owned restaurants, not only for customers but also for
management and hourly personnel and suitable real estate sites. Restaurants also
face growing competition from the supermarket industry, which offers "convenient

                                       7
<PAGE>

meals" in the form of improved entrees and side dishes from the deli section. We
expect intense competition to continue in all of these areas.

     Other factors  pertaining to our  competitive  position in the industry are
addressed under the sections entitled "Forward-Looking  Statements," "Purchasing
and  Distribution,"  "Advertising  and Marketing,"  and "Management  Information
Systems," elsewhere in this report.

Trademarks and Related Agreements

     We regard our  Darden  Restaurants(R),  Red  Lobster(R),  Olive  Garden(R),
Bahama  Breeze(R) and Smokey  Bones(R) BBQ Sports Bar service  marks,  and other
variations  of these service  marks,  as having  significant  value and as being
important in marketing the restaurants.  Our policy is to pursue registration of
our  important  service  marks and  trademarks  whenever  possible and to oppose
vigorously any infringement of them.

     Our only restaurant  operations outside of North America  historically have
been  conducted  through an Area  Development  and Franchise  Agreement with Red
Lobster  Japan  Co.,  Ltd.  (Red  Lobster  Japan),   an  unaffiliated   Japanese
corporation. In December 2001, the parent company of Red Lobster Japan agreed to
sell all the  shares  of Red  Lobster  Japan to  another  Japanese  corporation,
subject to our approval.  In February  2002, we entered into an amendment to the
Franchise Agreement to provide our approval,  and to make certain  modifications
to the  terms of the  agreement.  Red  Lobster  Japan  operated  33 Red  Lobster
restaurants in Japan as of May 26, 2002. We do not have an ownership interest in
Red Lobster Japan, but receive royalty income under the Franchise Agreement. The
amount of this income is not material to our consolidated financial statements.

Seasonality

     Our sales volumes fluctuate seasonally.  During fiscal years 2002, 2001 and
2000,  our sales were highest in the spring,  lowest in the fall, and comparable
during  winter  and  summer.  Holidays,   severe  weather,  storms  and  similar
conditions may impact sales volumes seasonally in some operating regions.

Government Regulation

     We are  subject to various  federal,  state and local  laws  affecting  our
business.  Each of our restaurants  must comply with licensing  requirements and
regulations  by a number of  governmental  authorities,  which  include  health,
safety and fire agencies in the state or municipality in which the restaurant is
located.  The development  and operation of restaurants  depend on selecting and
acquiring suitable sites, which are subject to zoning, land use,  environmental,
traffic and other regulations.  To date, we have not been significantly affected
by any difficulty, delay or failure to obtain required licenses or approvals.

     Presently  about nine percent of our sales are  attributable to the sale of
alcoholic beverages.  Regulations governing their sale require licensure by each
site (in most  cases,  on an annual  basis),  and  licenses  may be  revoked  or
suspended  for cause at any time.  These  regulations  relate to many aspects of
restaurant operation,  including the minimum age of patrons and employees, hours
of operation, advertising, wholesale purchasing, inventory control and handling,
and storage and dispensing of alcoholic  beverages.  The failure of a restaurant
to obtain or retain  these  licenses  would  adversely  affect the  restaurant's
operations. We also are subject in certain states to "dram-shop" statutes, which
generally  provide an injured party with recourse against an establishment  that
wrongfully serves alcoholic  beverages to an intoxicated person, who then causes
injury. We carry liquor liability coverage as part of our comprehensive  general
liability insurance.

     We also are subject to federal and state  minimum  wage laws and other laws
governing  such matters as overtime,  tip credits,  working  conditions,  safety
standards,  and hiring and  employment  practices.  Changes in these laws during
fiscal 2002 have not had a material effect on our operations.

     We currently are operating under a Tip Rate Alternative Commitment ("TRAC")
agreement with the Internal Revenue Service.  Through increased  educational and
other efforts in the restaurants,  the TRAC agreement  reduces the likelihood of
potential chain-wide employer-only FICA assessments for unreported tips.

                                       8
<PAGE>


     We are subject to federal and state  environmental  regulations,  but these
rules have not had a material  effect on our  operations.  During  fiscal  2002,
there were no material capital expenditures for environmental control facilities
and no such expenditures are anticipated.

     Our  facilities  must  comply  with  the  applicable  requirements  of  the
Americans  With  Disabilities  Act of 1990 ("ADA") and related  state  statutes.
Under  the  ADA  and  related  state  laws,  when  constructing  or  undertaking
significant  remodeling  of our  restaurants,  we must make  them  more  readily
accessible to disabled  persons,  to better provide service to disabled persons,
or make reasonable accommodation for the employment of disabled persons.

Executive Officers

     Our executive officers as of August 19, 2002 are:

     Joe R. Lee, age 61, has been our Chief  Executive  Officer  since  December
1994 and  Chairman of the Board since April 1995.  Mr. Lee joined Red Lobster in
1967 as a member of its opening  management team, and was named its President in
1975. From 1970 to 1995, he held various  positions with General Mills,  Inc., a
manufacturer  and  marketer of consumer  food  products  and our former  parent,
including  Vice  Chairman,   with  responsibility  for  various  consumer  foods
businesses and corporate staff functions,  Chief Financial Officer and Executive
Vice President, Finance and International Restaurants.

     Bradley D. Blum,  age 48, has been our Vice Chairman  since March 2002, and
acting President of Smokey Bones since August 2002.**. He was our Executive Vice
President  from  September  1997 until March 2002, and President of Olive Garden
from  December  1994 until March 2002,  and has been a Director  since 1997.  He
joined us in 1994 as Senior Vice  President  of  Marketing  for Olive Garden and
served as our Senior Vice President from 1995 until 1997. Prior to that time, he
held  various  positions  during a 16-year  career with General  Mills,  Inc., a
manufacturer and marketer of consumer food products and our former parent.

     Richard E. Rivera, age 55, has been our Vice Chairman since March 2002, and
acting President of Bahama Breeze since August 2002.** He was our Executive Vice
President,  President of Red Lobster  Restaurants  and a Director  from December
1997 until March 2002.  He served as President  and Chief  Executive  Officer of
Chart House  Restaurants,  Inc. from July until  December 1997, as President and
Chief Executive  Officer of RARE Hospitality  International,  Inc., the owner of
LongHorn Steakhouse  restaurants,  from 1994 to 1997, and as President and Chief
Executive  Officer of TGI Friday's,  Inc. from 1988 to 1994. He began his career
with  Steak & Ale  Restaurants  of  America  and  has  held  various  leadership
positions  in the  industry  over the last 25 years,  including  Director of the
National Restaurant Association.

     Blaine Sweatt,  III, age 54, has been our Executive  Vice  President  since
April 1995,  President,  New Business  Development  since  September 1996, and a
Director since 1995. He joined Red Lobster in 1976 and was named Director of New
Restaurant  Concept  Development  in 1981.  From 1976 to 1995,  he held  various
positions with General Mills, Inc., a manufacturer and marketer of consumer food
products  and our  former  parent.  He led the teams  that  developed  the Olive
Garden, Bahama Breeze and Smokey Bones concepts, among others.

     Laurie B. Burns,  age 40, has been our Senior Vice  President,  Development
since  September  2000.  She  joined  us in  April  1999  as Vice  President  of
Development  for Red  Lobster.  She was a private  real estate  consultant  from
October 1998 until joining us in April 1999, and was Regional Vice President for
Development for the Eastern United States at Homestead Village, an extended-stay
hotel company, from 1995 to 1998.

     Linda J.  Dimopoulos,  age 51, has been our Senior  Vice  President,  Chief
Information  Officer with overall  responsibility  for information  services and
systems since  December  1999.  She joined us in 1982,  and was named  Director,
Corporate  Analysis in 1985. In 1986, she was named Vice  President,  Controller
for Red Lobster, and then Vice President,  Information  Services.  She served as
Senior Vice  President,  Financial  Operations  of Red Lobster from 1993 to July
1998,  and as our Senior  Vice  President,  Corporate  Controller  and  Business
Information Systems from July 1998 until assuming her current position.

                                       9
<PAGE>

     Gary Heckel,  age 49, served as our Senior Vice  President  from June 1999,
and President of Bahama Breeze from July 1998,  until his  resignation in August
2002.** He joined us in 1995 as Vice  President,  Operations in our New Business
Development division. He served as Senior Vice President,  Operations for Bahama
Breeze from August 1997 until July 1998. His career in the  restaurant  industry
includes   employment  with  several  major  quick  service  and  casual  dining
restaurant companies,  such as Burger King Corporation,  Taco Bell Corp. and TGI
Friday's, Inc.

     Stephen E. Helsel,  age 57, has been our Senior Vice  President,  Corporate
Controller  since December 1999. He joined us in 1973 as an accountant  with Red
Lobster,  and was named Vice  President,  Controller  of Red Lobster in 1989. He
served as our Vice President, Controller, Accounting Services from 1991 to 1996,
and as Senior Vice  President,  Information  Services  from 1996 until  December
1999.

     Daniel  M.  Lyons,  age 49,  has  been our  Senior  Vice  President,  Human
Resources  since January 1997. He joined us in 1993 as Senior Vice  President of
Personnel  for Olive Garden.  Prior to joining  Olive Garden,  he spent 18 years
with the Quaker Oats Company.

     Andrew Madsen,  age 46, has been our Senior Vice President and President of
Olive Garden since March 2002. He joined us in December  1998 as Executive  Vice
President  of Marketing  for Olive  Garden.  From 1997 until  joining us, he was
President of International Master Publishers, Inc., a company that developed and
marketed consumer information products such as magazines and compact discs. From
1993  until  1997,  he  worked  at  James  River  (now  part of  Georgia-Pacific
Corporation,  a diversified paper and building products manufacturer),  where he
held various positions,  including Vice President/General  Manager for the Dixie
consumer products unit.

     Robert W. Mock, age 50, served as our Senior Vice President from July 1998,
and President of Smokey Bones from September 1999,  until leaving those roles in
August  2002.** He joined us in 1969. He served as Executive  Vice President and
General  Manager of Red Lobster  Canada from 1992 to 1994, and as Executive Vice
President, Operations for Olive Garden from 1994 until July 1998.

     Edna Morris,  age 50, has been our Senior Vice  President  and President of
Red Lobster since March 2002. She joined us in October 1998 and served from then
until March 2002 as Executive Vice President of Operations for Red Lobster. From
1992 until  joining us, she held various  positions  with  Advantica  Restaurant
Group,  Inc., the parent of Denny's and other  restaurant  companies,  including
President of Quincy's  Family  Steakhouse  from 1996 to 1998 and Executive  Vice
President during 1998.

     Barry  Moullet,  age 44, has been our Senior  Vice  President,  Purchasing,
Distribution  and Food  Safety  since  June  1999.  He joined us in July 1996 as
Senior Vice  President,  Purchasing  and  Distribution.  Prior to joining us, he
spent 15 years in the  purchasing  field in various  positions  with  Restaurant
Services,  Inc., a Burger King purchasing  co-operative,  Kentucky Fried Chicken
and the Pillsbury Company.

     Clarence Otis,  Jr., age 46, has been our Executive Vice  President,  Chief
Financial  Officer  since March 2002.  He was our Senior Vice  President,  Chief
Financial  Officer from  December 1999 until March 2002. He joined us in 1995 as
Vice President and Treasurer.  He served as our Senior Vice President,  Investor
Relations  and  Treasurer  from  July  1997 to July  1998,  and as  Senior  Vice
President,  Finance and Treasurer from July 1998 until  December 1999.  Prior to
joining us, he was employed by Chemical Securities,  Inc., an investment banking
firm,  where he had been Managing  Director and Manager of Public  Finance since
1991.

     Paula J.  Shives,  age 51,  has been our  Senior  Vice  President,  General
Counsel and  Secretary  since June 1999.  She served as Senior  Vice  President,
General  Counsel  and  Secretary   (1995-1999)  and  Associate  General  Counsel
(1985-1995) of Long John Silver's Restaurants, Inc., until May 1999.

     Richard J.  Walsh,  age 50, has been our Senior Vice  President,  Corporate
Relations since 1994. He joined General Mills,  Inc., our former parent, in 1984
as Manager of Government Affairs for Red Lobster. He served as Vice President of
Government and Community Relations for General Mills Restaurants, Inc. from 1987
until assuming his current position in December 1994.

                                       10
<PAGE>

**      On August 19, 2002, we announced that Vice Chairman Brad Blum will serve
as acting  President of Smokey Bones,  and that Smokey Bones  President Bob Mock
was leaving his role as President  of Smokey Bones and Senior Vice  President of
Darden in order to take a  personal  leave of  absence  to  devote  more time to
personal and family priorities.  Also on August 19, 2002, we announced that Vice
Chairman Dick Rivera will serve as acting  President of Bahama Breeze,  and that
Bahama Breeze  President Gary Heckel had announced his  resignation.  Mr. Heckel
will serve in a consulting role for Bahama Breeze.


Forward-Looking Statements

Certain  information  included in this report and other materials filed or to be
filed by us with the  Commission  (as well as  information  included  in oral or
written  statements  made by us or on our behalf),  may contain  forward-looking
statements about our future performance, plans and objectives,  long-term goals,
forecasts of market trends and other matters.  These statements may be contained
in our  filings  with the  Securities  and  Exchange  Commission,  in our  press
releases,  in other written  communications,  and in oral  statements made by or
with the approval of one of our  authorized  officers.  Words or phrases such as
"believe,"  "plan," "will likely result,"  "expect,"  "intend," "will continue,"
"is anticipated,"  "estimate," "project" and similar expressions are intended to
identify forward-looking statements.  These statements, and any other statements
that are not historical facts, are forward-looking statements within the meaning
of the Private Securities  Litigation Reform Act of 1995, as codified in Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934,  as  amended  from  time to time  (the  "Act").  These  forward-looking
statements include, but are not limited to, projections regarding: casual dining
sales  growth;  the  ability of the casual  dining  segment to weather  economic
downturns;   demographic  trends;  our  expansion  plans,  business  development
activities and future sales  expectations;  and our long-term goal of increasing
market share.

     In connection  with the "safe harbor"  provisions of the Act, we are filing
the following  cautionary  statements to identify important  factors,  risks and
uncertainties  that could  cause our actual  results to differ  materially  from
those  projected  in  forward-looking  statements  made by us, or on our behalf.
These cautionary statements are to be used as a reference in connection with any
forward-looking  statements.  The factors, risks and uncertainties identified in
these  cautionary  statements  are in addition to those  contained  in any other
cautionary statements, written or oral, which may be made or otherwise addressed
in  connection  with a  forward-looking  statement  or  contained  in any of our
subsequent filings with the Securities and Exchange Commission. Because of these
factors,  risks and uncertainties,  we caution against placing undue reliance on
forward-looking statements.  Although we believe that the assumptions underlying
its forward-looking  statements are reasonable,  any of the assumptions could be
incorrect,  and there can be no assurance  that the  forward-looking  statements
will prove to be accurate.  Forward-looking statements speak only as of the date
on which they are made. We do not  undertake any  obligation to modify or revise
any  forward-looking  statement  to  take  into  account  or  otherwise  reflect
subsequent   events,   or   circumstances   arising  after  the  date  that  the
forward-looking statement was made.

     The following  factors,  risks and  uncertainties,  have affected,  and may
continue to affect,  our operating  results and the environment  within which we
conduct our  business.  If our  projections  and estimates  regarding  these key
factors differ  materially from what actually  occurs,  our actual results could
vary  significantly  from  the  performance  projected  in  its  forward-looking
statements.

     Competition.  The  casual  dining  sector  of the  restaurant  industry  is
intensely competitive in pricing,  service,  location,  personnel,  and type and
quality of food.  We compete with  national,  regional  and local  organizations
primarily  through the quality,  variety and value perception of menu items. The
number  and  location  of  restaurants,   quality  and  efficiency  of  service,
attractiveness  of facilities and  effectiveness  of  advertising  and marketing
programs are also important factors. We anticipate that intense competition will
continue in all of these areas.

                                       11
<PAGE>


     Economic,  Market and Other  Conditions.  The casual  dining  sector of the
restaurant  industry  is  affected by changes in  national,  regional  and local
economic  conditions;  the  seasonality of our business;  consumer  preferences,
including changes in consumer tastes and the level of consumer acceptance of our
restaurant concepts;  consumer spending patterns;  demographic trends;  consumer
perceptions  of food  safety,  that could be  negatively  impacted by  publicity
concerning  food-borne  illnesses;   employee  availability;   weather;  traffic
patterns;  and the type, number and location of competing  restaurants.  Factors
such as inflation,  food costs,  labor and benefit costs,  legal claims, and the
availability  of  management  and  hourly   employees  also  affect   restaurant
operations and administrative  expenses. Our ability to undertake new restaurant
development,  as well as improvements and additions to existing restaurants,  is
affected  by economic  conditions,  including  interest  rates,  and  government
policies  impacting land and construction costs and the cost and availability of
borrowed funds.

     Changes in Food Costs and Other Costs.  Our  profitability is significantly
dependent on our ability to anticipate and react to changes in the cost of food,
labor,  advertising and media, employee benefits and similar costs over which we
have little control.  The price and  availability of commodities,  including but
not limited to items such as shrimp,  lobster and dairy products, are subject to
fluctuation  and could increase or decrease more than we expect.  We are subject
to the general risk of inflation,  and possible  shortages or  interruptions  in
supply caused by adverse weather or other conditions that could adversely affect
the  availability  and cost of these  and  other  items we buy.  There can be no
assurance  that  management  will be able to  anticipate  and react to increased
costs without a material adverse effect on profitability.

     Importance of Locations.  The success of our  restaurants  depends in large
part on location. There can be no assurance that current locations will continue
to  be  attractive,   as  demographic  patterns  change.  Possible  declines  in
neighborhoods where restaurants are located, or economic conditions  surrounding
those neighborhoods, could result in reduced sales in those locations.

     Government  Regulation.  We are subject to various federal, state and local
laws affecting our business. The development and operation of restaurants depend
to a  significant  extent on the selection and  acquisition  of suitable  sites,
which  are  subject  to  zoning,  land  use,  environmental,  traffic  and other
regulations.  Restaurant operations are also subject to licensing and regulation
by state and local departments relating to health,  liquor licenses,  sanitation
and safety standards, federal and state labor laws (including applicable minimum
wage  requirements,  overtime,  working and safety  conditions,  and citizenship
requirements),  federal and state laws which prohibit  discrimination  and other
laws  regulating the design and operation of  facilities,  such as the Americans
With Disabilities Act of 1990. We cannot predict the effect on our operations of
these laws and  regulations  or the future  enactment of additional  legislation
regulating these and other areas.

     Growth Plans. There can be no assurance that we will be able to achieve our
growth objectives or that new restaurants opened or acquired will be profitable.
The opening and success of restaurants depends on various factors, including the
identification  and availability of suitable and economically  viable locations;
sales levels at existing  restaurants;  the  negotiation of acceptable  lease or
purchase terms for new locations;  obtaining all required  governmental permits,
including  zoning  approvals  and  liquor  licenses,  on a timely  basis;  other
regulatory   compliance;   the   availability   of   necessary   contracts   and
subcontractors  and the ability to meet construction  schedules;  our ability to
manage union activities such as picketing,  which could delay construction;  the
availability  of capital at affordable  cost to finance  growth;  changes in the
weather  or other  acts of God that  could  result in  construction  delays  and
adversely  affect the results of one or more  restaurants  for an  indeterminate
amount of time; our ability to hire and train  qualified  management  personnel;
and general economic and business conditions.

                                       12
<PAGE>


Item 2.  PROPERTIES

     As of May 26,  2002,  we  operated  1,211  restaurants  (including  667 Red
Lobster, 496 Olive Garden, 29 Bahama Breeze and 19 Smokey Bones restaurants) and
one Olive Garden Cafe in the following locations:
<TABLE>

         <S>                        <C>                       <C>                       <C>
         Alabama (19)               Iowa (14)                 Nevada (11)               South Dakota (3)
         Arizona (27)               Kansas (11)               New Hampshire (3)         Tennessee (26)
         Arkansas (10)              Kentucky (14)             New Jersey (27)           Texas (104)
         California (90)            Louisiana (7)             New Mexico (8)            Utah (11)
         Colorado (25)              Maine (3)                 New York (47)             Vermont (1)
         Connecticut (9)            Maryland (20)             North Carolina (27)       Virginia (40)
         Delaware (4)               Massachusetts (8)         North Dakota (4)          Washington (21)
         Florida (124)              Michigan (49)             Ohio (70)                 West Virginia (5)
         Georgia (46)               Minnesota (21)            Oklahoma (17)             Wisconsin (19)
         Hawaii (1)                 Mississippi (7)           Oregon (10)               Wyoming (2)
         Idaho (6)                  Missouri (27)             Pennsylvania (57)         Canada (37)
         Illinois (54)              Montana (2)               Rhode Island (2)
         Indiana (37)               Nebraska (7)              South Carolina (18)

</TABLE>

         Of our 1,211 restaurants and the one Olive Garden Cafe open on May 26,
2002, 777 were located on owned sites and 435 were located on leased sites. The
435 leases are classified as follows:
<TABLE>
         <S>                                                                                  <C>
         Land-Only Leases (we own buildings and equipment)............................         320
         Ground and Building Leases...................................................          61
         Space/In-Line/Other Leases...................................................          54
                                                                                              ----

                  Total...............................................................         435
                                                                                               ===
</TABLE>

     During fiscal 1999, we formed two  subsidiary  corporations,  each of which
elected to be taxed as a Real Estate  Investment  Trust  ("REIT") under Sections
856  through  860 of the  Internal  Revenue  Code.  These  elections  limit  the
activities  of both  corporations  to holding  certain real estate  assets.  The
formation of these two REITs is designed  primarily to assist us in managing our
real  estate  portfolio  and  possibly  to provide a vehicle  to access  capital
markets in the future.

     Both REITs are  non-public  REITs.  Through our  subsidiary  companies,  we
indirectly  own 100 percent of all voting stock and greater than 99.5 percent of
the total value of each REIT. For financial reporting  purposes,  both REITs are
included in our consolidated group.

     We own our executive  offices,  culinary center and training  facilities in
Orlando,  Florida.  Except in limited instances,  our restaurant sites and other
facilities are not subject to mortgages or encumbrances  securing money borrowed
by us from outside sources. In the opinion of our management,  all buildings and
equipment are in good  condition,  suitable for their  purposes and adequate for
our current and foreseeable needs.

     See also Note 4 "Land,  Buildings  and  Equipment"  and Note 11 "Leases" of
Notes to Consolidated Financial Statements on pages 33 and 37, respectively,  of
the  Company's  2002  Annual  Report  to  Shareholders,  incorporated  herein by
reference.

Item 3.  LEGAL PROCEEDINGS

     From time to time, we are made a party to legal proceedings  arising in the
ordinary  course of business.  We do not believe that the results of these legal
proceedings, even if unfavorable to us, will have a materially adverse impact on
our financial  position,  results of  operations or cash flows.  See the section
entitled "Government  Regulation" for a discussion of various federal, state and
local regulatory matters.

                                       13
<PAGE>


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     The  information  concerning  the dividends and high and low intraday sales
prices  for our  common  shares  on the New York  Stock  Exchange  for each full
quarterly  period during fiscal 2001 and 2002  contained in Note 18,  "Quarterly
Data",  on page 43 of our 2002 Annual  Report to  Shareholders  is  incorporated
herein by reference. As of July 22, 2002, there were approximately 38,027 record
holders of our common shares.

Item 6.  SELECTED FINANCIAL DATA

     The  information  for fiscal 1998 through 2002,  contained in the Five-Year
Financial  Summary  on page 44 of our 2002  Annual  Report to  Shareholders,  is
incorporated herein by reference.

Item 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     The information set forth in the section entitled "Management's  Discussion
and  Analysis of  Financial  Condition  and Results of  Operations"  on pages 18
through 23 of our 2002 Annual Report to Shareholders  is incorporated  herein by
reference.

Item 7a.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The text under the heading "Quantitative and Qualitative  Disclosures About
Market Risk" contained within "Management's Discussion and Analysis of Financial
Condition  and Results of  Operations"  on page 23 of our 2002 Annual  Report to
Shareholders is incorporated herein by reference.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The  Independent  Auditors'  Report,  Consolidated  Statements of Earnings,
Consolidated Balance Sheets, Consolidated Statements of Changes in Stockholders'
Equity and Accumulated Other Comprehensive  Income,  Consolidated  Statements of
Cash Flows, and Notes to Consolidated  Financial  Statements on pages 24 through
44 of our  2002  Annual  Report  to  Shareholders  are  incorporated  herein  by
reference.

Item 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

     Not applicable.


                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  information  contained in the sections  entitled  "Who Are This Year's
Nominees?"  on pages 6 through 8,  "What Are the  Committees  of the  Board?" on
pages  17  through  18,  and  "Section  16(a)  Beneficial   Ownership  Reporting
Compliance" on page 36 of our definitive  Proxy Statement dated August 16, 2002,
is incorporated herein by reference. Information regarding executive officers is
contained in Part I above under the heading "Executive Officers."

                                       14
<PAGE>

Item 11.  EXECUTIVE COMPENSATION

     The  information  contained in the  sections  entitled  "How Are  Directors
Compensated?" on page 18, "Summary  Compensation Table" on pages 23-24,  "Option
Grants in Last Fiscal Year" on page 25, "Stock Option Exercises and Holdings" on
page 26,  "Long-Term  Incentive  Plans - Awards in Last Fiscal Year" on page 25,
"Do Executive  Officers  Currently  Participate in a Defined Benefit  Retirement
Plan?"  on page  27,  "Do  Executive  Officers  Participate  in a  Non-Qualified
Deferred  Compensation  Plan"  on page  27,  "Do  Executive  Officers  Have  Any
Change-in-Control   Arrangements?"  on  page  27,  and  "Compensation  Committee
Interlocks  and  Insider  Participation"  on  page  32 of our  definitive  Proxy
Statement  dated August 16,  2002,  is  incorporated  herein by  reference.  The
information  appearing in the Proxy  Statement  under the heading  "Compensation
Committee Report" (except under the heading  "Compensation  Committee Interlocks
and Insider Participation") is not incorporated herein.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information  contained in the sections entitled "Security  Ownership of
Principal  Shareholders" on page 22, "Security Ownership of Management" on pages
20-21 and "Equity  Compensation Plan Information",  including the material under
the questions  "What Are the Key Features of the 1995 Plan?",  "What Are the Key
Features of the 2002 Plan?",  What Are the Key  Features of the  Director  Stock
Plan?", and "What Are the Key Features of the Compensation Plan for Non-Employee
Directors?" on pages 14-16 of our definitive  Proxy  Statement  dated August 16,
2002, is incorporated herein by reference.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  information   contained  in  the  sections  entitled  "Do  We  Provide
Incentives for Executives to Meet Their Share Ownership Guidelines?" on page 28,
and "Are There Any Other  Relationships or Related  Transactions  Between Us and
Our  Management?" on page 28 of our definitive  Proxy Statement dated August 16,
2002, is incorporated herein by reference.



                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)  1. Financial Statements:

     Consolidated  Statements  of  Earnings  for the fiscal  years ended May 26,
2002,  May 27, 2001, and May 28, 2000  (incorporated  by reference to page 25 of
our 2002 Annual Report to Shareholders).

     Consolidated  Balance Sheets at May 26, 2002 and May 27, 2001 (incorporated
by reference to page 26 of our 2002 Annual Report to Shareholders).

     Consolidated  Statements of Changes in Stockholders' Equity and Accumulated
Other  Comprehensive  Income for the fiscal  years ended May 26,  2002,  May 27,
2001, and May 28, 2000  (incorporated by reference to page 27 of our 2002 Annual
Report to Shareholders).

     Consolidated  Statements  of Cash Flows for the fiscal  years ended May 26,
2002,  May 27, 2001, and May 28, 2000  (incorporated  by reference to page 28 of
our 2002 Annual Report to Shareholders).

     Notes to Consolidated  Financial  Statements  (incorporated by reference to
pages 29 through 44 of our 2002 Annual Report to Shareholders).

     2.   Financial Statements Schedules:

     Not applicable.

                                      15
<PAGE>

     3.   Exhibits:

     Pursuant  to Item  601(b)(4)(iii)  of  Regulation  S-K,  copies of  certain
instruments  defining the rights of holders of certain of our long-term debt are
not  filed,  and in lieu  thereof,  we agree to  furnish  copies  thereof to the
Securities and Exchange Commission upon request.

     Exhibit Number                             Title

          3(a)      Articles of Incorporation  (incorporated herein by reference
                    to Exhibit  3(a) to our  Registration  Statement  on Form 10
                    effective May 5, 1995).

          3(b)      Bylaws  (incorporated herein by reference to Exhibit 3(b) to
                    our  Registration  Statement  on  Form 10  effective  May 5,
                    1995).

          4(a)      Rights  Agreement  dated as of May 28,  1995  between us and
                    Wells Fargo Bank Minnesota,  National Association  (formerly
                    known as Norwest Bank  Minnesota,  N.A.), as amended May 23,
                    1996,  assigned  to  Wachovia  Bank,  National   Association
                    (formerly  known as First Union  National  Bank),  as Rights
                    Agent, as of September 29, 1997  (incorporated  by reference
                    to Exhibit  4(a) to our  Annual  Report on Form 10-K for the
                    fiscal year ended May 31, 1998).

          4(b)      Indenture dated as of January 1, 1996,  between us and Wells
                    Fargo Bank Minnesota,  National Association  (formerly known
                    as Norwest Bank Minnesota,  N.A.), as Trustee  (incorporated
                    herein by reference to our Current  Report on Form 8-K filed
                    February 9, 1996).

          * 10(a)   Darden Restaurants,  Inc. Amended and Restated Stock Option
                    and Long-Term Incentive Plan of 1995, as amended as of July
                    26, 2002.

          * 10(b)   Darden Restaurants, Inc. FlexComp Plan, as amended as of
                    July 26, 2002.

          * 10(c)   Darden  Restaurants,  Inc.  Stock  Option  and  Long-Term
                    Incentive  Conversion Plan, as amended  (incorporated herein
                    by reference to Exhibit  10(c) to our Annual  Report on Form
                    10-K for the fiscal year ended May 26, 1996).

          * 10(d)   Supplemental   Pension   Plan  of  Darden   Restaurants,
                    Inc.(incorporated  herein by reference  to Exhibit  10(d) to
                    our  Registration  Statement  on  Form 10  effective  May 5,
                    1995).

          * 10(e)   Executive  Health  Plan of Darden  Restaurants,  Inc.
                    (incorporated  herein by reference  to Exhibit  10(e) to our
                    Registration Statement on Form 10 effective May 5, 1995).

          * 10(f)   Darden Restaurants,  Inc. Stock Plan for Directors, as
                    amended as of July 26, 2002.

          * 10(g)   Darden  Restaurants,   Inc.   Compensation  Plan  for
                    Non-Employee Directors, as amended as of July 26, 2002.

          * 10(h)   Darden  Restaurants,  Inc. Management and Professional
                    Incentive  Plan,  as amended  (incorporated  by reference to
                    Exhibit  10(h) to our  Annual  Report  on Form  10-K for the
                    fiscal year ended May 28, 2000).

          * 10(i)   Benefits Trust  Agreement dated as of October 3, 1995,
                    between  us  and  Wells  Fargo  Bank   Minnesota,   National
                    Association  (formerly  known  as  Norwest  Bank  Minnesota,
                    N.A.),  as  Trustee  (incorporated  herein by  reference  to
                    Exhibit  10(i) to our  Annual  Report  on Form  10-K for the
                    fiscal year ended May 25, 1997).

                                       16
<PAGE>

          * 10(j)   Form of Management Continuity  Agreement,  as amended,
                    between   us  and   certain   of  our   executive   officers
                    (incorporated  herein by reference  to Exhibit  10(j) to our
                    Annual Report on Form 10-K for the fiscal year ended May 25,
                    1997).

          * 10(k)   Form  of   documents   for  our  Fiscal   1998  Stock
                    Purchase/Option  Award program,  including a  Non-Negotiable
                    Promissory Note and a Stock Pledge  Agreement  (incorporated
                    herein by reference to Exhibit 10(k) to our Annual Report on
                    Form 10-K for the fiscal year ended May 27, 2001).

          * 10(l)   Darden  Restaurants,   Inc.  Restaurant   Management  and
                    Employee Stock Plan of 2000, as amended as of July 26, 2002.

            12      Computation  of  Ratio  of  Consolidated  Earnings  to Fixed
                    Charges.

            13      Portions of 2002 Annual Report to Shareholders.

            21      Subsidiaries of Darden Restaurants, Inc.

            23      Independent Accountants' Consent.

            24      Powers of Attorney.

            99(a)   Statement   under  oath  of  Principal   Executive   Officer
                    regarding facts and  circumstances  relating to Exchange Act
                    filings, dated August 19, 2002;

            99(b)   Statement   under  oath  of  Principal   Financial   Officer
                    regarding facts and  circumstances  relating to Exchange Act
                    filings, dated August 19, 2002;

            99(c)   Written  statement of Chief  Executive  Officer  pursuant to
                    Section 906 of the  Sarbanes-Oxley Act of 2002, dated August
                    19, 2002.

            99(d)   Written  statement of Chief  Financial  Officer  pursuant to
                    Section 906 of the  Sarbanes-Oxley  Act of 2002 dated August
                    19, 2002.



*    Items that are management  contracts or compensatory  plans or arrangements
     required to be filed as an exhibit  pursuant to Item 14(c) of Form 10-K and
     Item 601(b)(10)(iii)(A) of Regulation S-K.

     We will  furnish  copies of any exhibit  listed above upon request upon the
     payment  of a  reasonable  fee to cover our  expenses  in  furnishing  such
     exhibit.

     (b)  Reports on Form 8-K.  During the last quarter  covered by this report,
          we filed the following current reports on Form 8-K:

          (i)  Current  report on Form 8-K dated  March 4, 2002,  reporting  the
               sale of $150,000,000 in Medium Term Notes.

          (ii) Current  report  on Form 8-K  dated  March  21,  2002,  reporting
               certain  financial  results for the third  quarter of fiscal 2002
               and announcing a 3-for-2 stock split.

          (iii)Current  report on Form 8-K dated March 26, 2002,  announcing new
               leadership structure.


                                       17
<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) 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.

         Dated:  August 19, 2002               DARDEN RESTAURANTS, INC.

                                             By:         /s/ Joe R. Lee
                                             ---------------------------------
                                                             Joe R. Lee
                                                      Chairman of the Board and
                                                      Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>

     Signature                              Title                                                     Date
<S>                                         <C>                                                    <C>
     /s/ Joe R. Lee                         Director, Chairman of the Board and Chief              August 19, 2002
- -------------------------------
         Joe R. Lee                         Executive Officer (Principal executive officer)

     /s/ Clarence Otis, Jr.                 Executive Vice President and Chief Financial Officer   August 19, 2002
- -------------------------------
         Clarence Otis, Jr.                 (Principal financial and accounting officer)

     /s/ Bradley D. Blum*                   Director
- -------------------------------
         Bradley D. Blum

     /s/ Leonard L. Berry*                  Director
- -------------------------------
         Leonard L. Berry

     /s/ Odie C. Donald*                    Director
- -------------------------------
         Odie C. Donald

     /s/ Julius Erving, II*                 Director
         Julius Erving, II

     /s/ David H. Hughes*                   Director
- -------------------------------
         David H. Hughes

     /s/ Cornelius McGillicuddy, III*  **   Director
- ------------------------------------
         Cornelius McGillicuddy, III

     /s/ Richard E. Rivera*                 Director
- -------------------------------
         Richard E. Rivera

     /s/ Michael D. Rose*                   Director
- -------------------------------
         Michael D. Rose

     /s/ Maria A. Sastre*                   Director
- -------------------------------
         Maria A. Sastre

     /s/ Jack A. Smith*                     Director
- -------------------------------
         Jack A. Smith


                                       18
<PAGE>




     /s/ Blaine Sweatt, III*                Director
         Blaine Sweatt, III

     /s/ Rita P. Wilson*                    Director
- -------------------------------
         Rita P. Wilson

</TABLE>

*BY: /s/ Paula J. Shives
    ---------------------------
         Paula J. Shives,
         Attorney-In-Fact
         August 19, 2002


**   Popularly  known as Senator  Connie  Mack,  III.  Senator  Mack signs legal
     documents,  including  this Form 10-K,  under his legal  name of  Cornelius
     McGillicuddy, III.



                                       19
<PAGE>





                                  EXHIBIT INDEX

        Exhibit
        Number                                          Title

          3(a)      Articles of Incorporation  (incorporated herein by reference
                    to Exhibit  3(a) to our  Registration  Statement  on Form 10
                    effective May 5, 1995).

          3(b)      Bylaws  (incorporated herein by reference to Exhibit 3(b) to
                    our  Registration  Statement  on  Form 10  effective  May 5,
                    1995).

          4(a)      Rights  Agreement  dated as of May 28,  1995  between us and
                    Wells Fargo Bank Minnesota,  National Association  (formerly
                    known as Norwest Bank  Minnesota,  N.A.), as amended May 23,
                    1996,  assigned  to  Wachovia  Bank,  National   Association
                    (formerly  known as First Union  National  Bank),  as Rights
                    Agent, as of September 29, 1997  (incorporated  by reference
                    to Exhibit  4(a) to our  Annual  Report on Form 10-K for the
                    fiscal year ended May 31, 1998).

          4(b)      Indenture dated as of January 1, 1996,  between us and Wells
                    Fargo Bank Minnesota,  National Association  (formerly known
                    as Norwest Bank Minnesota,  N.A.), as Trustee  (incorporated
                    herein by reference to our Current  Report on Form 8-K filed
                    February 9, 1996).

          * 10(a)   Darden  Restaurants,  Inc.  Amended and Restated Stock
                    Option and Long-Term  Incentive  Plan of 1995, as amended as
                    of July 26, 2002.

          * 10(b)   Darden  Restaurants,  Inc. FlexComp Plan as amended as of
                    July 26, 2002.

          * 10(c)   Darden  Restaurants,  Inc.  Stock Option and Long-Term
                    Incentive  Conversion Plan, as amended  (incorporated herein
                    by reference to Exhibit  10(c) to our Annual  Report on Form
                    10-K for the fiscal year ended May 26, 1996).

          * 10(d)   Supplemental Pension Plan of Darden Restaurants,  Inc.
                    (incorporated  herein by reference  to Exhibit  10(d) to our
                    Registration Statement on Form 10 effective May 5, 1995).

          * 10(e)   Executive  Health  Plan of Darden  Restaurants,  Inc.
                    (incorporated  herein by reference  to Exhibit  10(e) to our
                    Registration Statement on Form 10 effective May 5, 1995).

          * 10(f)   Darden Restaurants,  Inc. Stock Plan for Directors, as
                    amended as of July 26, 2002.

          * 10(g)   Darden  Restaurants,   Inc.   Compensation  Plan  for
                    Non-Employee Directors, as amended as of July 26, 2002.

          * 10(h)   Darden  Restaurants,  Inc. Management and Professional
                    Incentive  Plan,  as amended  (incorporated  by reference to
                    Exhibit  10(h) to our  Annual  Report  on Form  10-K for the
                    fiscal year ended May 28, 2000).

          * 10(i)   Benefits Trust  Agreement dated as of October 3, 1995,
                    between  us  and  Wells  Fargo  Bank   Minnesota,   National
                    Association  (formerly  known  as  Norwest  Bank  Minnesota,
                    N.A.),  as  Trustee  (incorporated  herein by  reference  to
                    Exhibit  10(i) to our  Annual  Report  on Form  10-K for the
                    fiscal year ended May 25, 1997).

          * 10(j)   Form of Management Continuity  Agreement,  as amended,
                    between   us  and   certain   of  our   executive   officers
                    (incorporated  herein by reference  to Exhibit  10(j) to our
                    Annual Report on Form 10-K for the fiscal year ended May 25,
                    1997).

<PAGE>


          * 10(k)   Form  of   documents   for  our  Fiscal   1998  Stock
                    Purchase/Option  Award program,  including a  Non-Negotiable
                    Promissory Note and a Stock Pledge  Agreement  (incorporated
                    herein by reference to Exhibit 10(k) to our Annual Report on
                    Form 10-K for the fiscal year ended May 27, 2001).

          *10(l)    Darden  Restaurants,   Inc.  Restaurant   Management  and
                    Employee Stock Plan of 2000, as amended as of July 26, 2002.

          12        Computation  of  Ratio  of  Consolidated  Earnings  to Fixed
                    Charges.

          13        Portions of 2002 Annual Report to Shareholders.

          21        Subsidiaries of Darden Restaurants, Inc.

          23        Independent Accountants' Consent.

          24        Powers of Attorney.

          99(a)     Statement   under  oath  of  Principal   Executive   Officer
                    regarding facts and  circumstances  relating to Exchange Act
                    filings, dated August 19, 2002;

          99(b)     Statement   under  oath  of  Principal   Financial   Officer
                    regarding facts and  circumstances  relating to Exchange Act
                    filings, dated August 19, 2002;

          99(c)     Written  statement of Chief  Executive  Officer  pursuant to
                    Section 906 of the  Sarbanes-Oxley Act of 2002, dated August
                    19, 2002.

          99(d)     Written  Statement of Chief  Financial  Officer  pursuant to
                    Section 906 of the  Sarbanes-Oxley Act of 2002, dated August
                    19, 2002.

- ------------------------
* Items marked with an asterisk are management  contracts or compensatory  plans
or arrangements  required to be filed as an exhibit  pursuant to Item 14 of Form
10-K and Item 601(b)(10)(iii)(A) of Regulation S-K.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10afy02.txt
<DESCRIPTION>EXHIBIT10A STOCK OPTION & LONG-TERM INCENT. PLAN
<TEXT>
                                                                   EXHIBIT 10(a)

                            DARDEN RESTAURANTS, INC.

                STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1995

                   (AMENDED AND RESTATED AS OF JULY 26, 2002)

1.   PURPOSE OF THE PLAN

     The purpose of the Darden  Restaurants,  Inc.  Amended and  Restated  Stock
     Option and Long-Term  Incentive Plan of 1995 (the "Plan") is to attract and
     retain able employees by rewarding employees of Darden  Restaurants,  Inc.,
     its  subsidiaries  and  affiliates  (defined as  entities  in which  Darden
     Restaurants,  Inc. owns an equity  interest of 25% or more)  (collectively,
     the "Company") who are responsible for the growth and sound  development of
     the business of the Company,  and to align the  interests of all  employees
     with those of the  stockholders  of the Company and to  compensate  certain
     management  employees of the Company by granting  stock  options in lieu of
     salary increases or other compensation or employee benefits.

2.   EFFECTIVE DATE, DURATION AND SUMMARY OF PLAN

     A.  Effective Date and Duration

          This Plan  shall  become  effective  as of the  effective  date of the
          distribution of Darden  Restaurants,  Inc. Common Stock to the holders
          of General Mills, Inc. common stock. Awards may be made under the Plan
          until September 30, 2004.

     B.  Summary of Option Provisions for Participants

          The stock  option  that will be awarded to  employees  under this Plan
          gives a right to an  employee  to  purchase at a future date shares of
          Darden  Restaurants,  Inc.  Common  Stock  at a  fixed  price.  As  an
          employee,  you will  receive an "option  agreement"  in your own name,
          which will contain the term and other  conditions of the option grant.
          In general,  each option  agreement will state the number of shares of
          Darden  Restaurants,  Inc. Common Stock that you can purchase from the
          Company,  the price at which you can purchase the shares, and the last
          date you can make your purchase.  You will not have any taxable income
          when you receive the option agreement.

          The price at which you may buy the  Darden  Restaurants,  Inc.  shares
          will be equal to the  market  price of the  Company  shares on the New
          York Stock  Exchange  as of the day the option was  awarded to you. If
          after the period that you must hold the option before you can exercise
          such option the price of Darden  Restaurants,  Inc.  Common  Stock has
          risen,  you will be able to make a gain on exercising the option equal
          to the  difference  between the  exercise  price of the option and the
          market price of Darden  Restaurants,  Inc.  shares on the date you use
          your option to buy shares  under the terms of the option  certificate.
          This  gain  will be  taxable  to you at the time of  exercise,  unless
          deferred in accordance with the provisions of the option agreement.

          You will never be obligated to buy shares of the Company if you do not
          wish to do so.  After  the  required  holding  period  before  you can
          exercise  the  option,  you can  continue  to hold  the  option  as an
          employee  for the  remaining  years of the  option  before  making the
          decision whether or not to buy shares of the Company.  Thereafter, the
          rights under the option will lapse and cannot be used by the employee.

          Generally you cannot sell or assign the option to any other person and
          the  specific  provisions  which  cover your  rights in the option are
          covered in the full text of the Plan.

                                       1
<PAGE>

3.   ADMINISTRATION OF THE PLAN

     The  Plan  shall  be  administered  by  the  Compensation   Committee  (the
     "Committee").  The  Committee  shall be comprised  solely of  non-employee,
     independent  members of the Board of Directors  (the "Board")  appointed in
     accordance  with the Company's  Articles of  Incorporation.  Subject to the
     express provisions of the Plan and applicable law, the Committee shall have
     authority to: (i) adopt rules and  regulations for carrying out the purpose
     of the  Plan;  (ii)  select  the  employees  to  whom  Awards  will be made
     ("Participants");  (iii)  determine  the number of shares to be awarded and
     the other  terms and  conditions  of  Awards  in  accordance  with the Plan
     provisions;  (iv) amend the terms and  conditions of any Award or agreement
     relating  to any  Award,  provided,  however,  that,  except  as  otherwise
     provided in Section 4 hereof,  the Committee  shall not reprice,  adjust or
     amend  the  exercise  price  of Stock  Options  previously  awarded  to any
     Participant, whether through amendment, cancellation and replacement grant,
     or any other means;  (v) determine  whether,  to what extent and under what
     circumstances  cash, Common Stock and other amounts payable with respect to
     an Award under the Plan shall be deferred  either  automatically  or at the
     election of the holder of the Award or the Committee;  and (vi)  interpret,
     construe and implement the provisions of the Plan;  provided that if at any
     time Rule 16b-3 or any successor  rule ("Rule  16b-3") under the Securities
     Exchange  Act of 1934,  as amended (the "1934  Act"),  so permits,  without
     adversely  affecting the ability of the Plan to comply with the  conditions
     for exemption from Section 16 of the 1934 Act (or any successor provisions)
     provided by Rule 16b-3,  the  Committee  may  delegate its duties under the
     Plan in  whole or in part,  on such  terms  and  conditions,  to the  Chief
     Executive  Officer and to other senior  officers of the  Company;  provided
     further,  that only the Committee may select and make other decisions as to
     Awards to Participants who are subject to Section 16 of the 1934 Act and to
     other executives of the Company.  The Committee (or its permitted delegate)
     may  correct  any  defect  or  supply  any   omission  or   reconcile   any
     inconsistency in any agreement  relating to any Award under the Plan in the
     manner and to the extent it deems necessary. Decisions of the Committee (or
     its permitted  delegate)  shall be final,  conclusive  and binding upon all
     parties, including the Company, stockholders and Participants.

4.   COMMON STOCK SUBJECT TO THE PLAN

     The shares of common  stock of the  Company  (without  par value)  ("Common
     Stock") to be issued upon exercise of a Stock Option, awarded as Restricted
     Stock,  or issued upon  expiration of the restricted  period for Restricted
     Stock Units,  may be made available from the authorized but unissued Common
     Stock,  shares of Common Stock held in the  Company's  treasury,  or Common
     Stock purchased by the Company on the open market or otherwise. Approval of
     the  Plan  by  the  sole   shareholder  of  the  Company  shall  constitute
     authorization to use such shares for the Plan.

     The Committee,  in its discretion,  may require as a condition to the grant
     of Stock Options, Restricted Stock or Restricted Stock Units (collectively,
     "Awards"),  the deposit of Common Stock owned by the Participant  receiving
     such grant, and the forfeiture of such Awards,  if such deposit is not made
     or  maintained  during  the  required  holding  period  or  the  applicable
     restricted  period.  Such  shares  of  deposited  Common  Stock  may not be
     otherwise sold, pledged or disposed of during the applicable holding period
     or restricted  period.  The Committee may also determine whether any shares
     issued upon exercise of a Stock Option shall be restricted in any manner.

     The maximum aggregate number of shares of Common Stock authorized under the
     Plan for which Awards may be granted under the Plan is 33,300,000. Upon the
     expiration,  forfeiture,  termination or cancellation, in whole or in part,
     of  unexercised  Stock  Options,  or  forfeiture  of  Restricted  Stock  or
     Restricted  Stock Units on which no dividends or dividend  equivalents have
     been paid,  the  shares of Common  Stock  subject  thereto  shall  again be
     available for Awards under the Plan.

     The number of shares  subject to the Plan, the  outstanding  Awards and the
     exercise price per share of outstanding  Stock Options may be appropriately
     adjusted by the Committee in the event that:

     (i)  the number of  outstanding  shares of Common Stock shall be changed by
          reason of split-ups,  spin-offs,  combinations or reclassifications of
          shares;

     (ii) any stock dividends are distributed to the holders of Common Stock;

                                        2
<PAGE>


     (iii)the Common Stock is converted  into or exchanged for other shares as a
          result of any merger or consolidation  (including a sale of assets) or
          other recapitalization, or other similar events occur which affect the
          value of the Common Stock; or

     (iv)the Committee  determines  such  adjustments are appropriate to prevent
          dilution or enlargement of the benefits or potential benefits intended
          to be made available under the Plan.

5.   ELIGIBLE PERSONS

     Only persons who are  employees of the Company shall be eligible to receive
     Awards  under  the Plan  ("Participants").  No  Award  shall be made to any
     member of the Committee or any other non-employee director of the Company.

6.   PURCHASE PRICE OF STOCK OPTIONS

     The purchase  price for each share of Common Stock  issuable  under a Stock
     Option  shall not be less than 100% of the Fair Market  Value of the shares
     of Common Stock on the date of grant.  "Fair  Market  Value" as used in the
     Plan shall equal the mean of the high and low price of the Common  Stock on
     the New York Stock Exchange on the applicable date.

7.   STOCK OPTION TERM AND TYPE

     The term of any  Stock  Option as  determined  by the  Committee  shall not
     exceed 10 years from the date of grant and shall  expire as of the close of
     business on the last day of the designated term, unless terminated  earlier
     under the  provisions  of the Plan.  All Stock Option grants under the Plan
     shall be non-qualified stock options governed by Section 83 of the Internal
     Revenue Code of 1986, as amended (the "Code").

8.   EXERCISE OF STOCK OPTIONS

     A.   Of the  33,300,000  shares of Common  Stock  authorized  for  issuance
          hereunder,  not less than  4,500,000  shall be  issued  only as salary
          replacement  Stock  Options  ("SRO's")  in lieu of  salary  increases,
          compensation or other employee benefits, subject that SRO's granted to
          directors  pursuant to the Stock Plan for Directors (as amended) shall
          also be included within such 4,500,000 shares of Common Stock.  Except
          as provided in Sections 12 and 13, each Stock Option  issued as an SRO
          may be exercised as determined by the Committee in its discretion.

     B.   Except as  provided  in  Sections  12 and 13 (Change  of  Control  and
          Termination of Employment),  each Stock Option, other than an SRO, may
          be exercised  from the date of grant no sooner than in  increments  of
          one-third  after two years,  one-third after three years and one-third
          after four years,  subject to the Participant's  continued  employment
          with the Company  and in  accordance  with other terms and  conditions
          prescribed by the  Committee  which may specify a longer period before
          an option may be exercised.

     C.   The  number  of  shares  of Common  Stock  subject  to Stock  Options,
          excluding  SRO's,  granted  under the Plan to any  single  Participant
          shall not exceed  450,000 shares in each of the last four fiscal years
          of the Plan  determined on a prospective  and  retroactive  cumulative
          basis.

     D.   A  Participant  exercising  a Stock  Option  shall give  notice to the
          Company of such  exercise  and of the  number of shares  elected to be
          purchased  prior to 5:00 P.M.  EST/EDT on the day of  exercise,  which
          must be a business day at the executive offices of the Company. At the
          time of purchase, the Participant shall tender the full purchase price
          of the  shares  purchased.  Until  such  payment  has been  made and a
          certificate or certificates  for the shares  purchased has been issued
          in  the   Participant's   name,  the  Participant   shall  possess  no
          stockholder  rights  with  respect  to such  shares.  Payment  of such
          purchase price shall be made to the Company, subject to any applicable
          rule or regulation adopted by the Committee:

                                       3
<PAGE>

          (i)  in cash  (including  check,  draft,  money order or wire transfer
               made payable to the order of the Company);

          (ii) through  the  delivery  of shares of  Common  Stock  owned by the
               Participant; or

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

          For  determining  the amount of the payment,  Common  Stock  delivered
          pursuant  to (ii) or (iii) shall have a value equal to the Fair Market
          Value of the Common Stock on the date of exercise.

     E.   The Committee  may permit a  Participant  to elect to defer receipt of
          all or a portion of the shares of Common Stock  issuable upon exercise
          of a Stock Option,  all on such terms and  conditions as the Committee
          shall determine (including through the terms of the FlexComp Plan).

9.   RESTRICTED STOCK AND RESTRICTED STOCK UNITS

     With respect to Awards of Restricted  Stock and Restricted Stock Units, the
     Committee shall:

     (i)  select  Participants  to whom  Awards  will  be  made,  provided  that
          Restricted  Stock Units may only be awarded to those  employees of the
          Company who are employed in a country other than the United States;

     (ii) determine  the number of shares of  Restricted  Stock or the number of
          Restricted Stock Units to be awarded;

     (iii)determine the length of the restricted period,  which shall be no less
          than one year, provided,  however, that effective for Restricted Stock
          granted  on or  after  June 1,  2000,  the  restricted  period  may be
          accelerated  to  less  than  one  year  based  on  performance   goals
          established by the Committee;

     (iv)determine the purchase price, if any, to be paid by the Participant for
          Restricted Stock or Restricted Stock Units; and

     (v)  determine any restrictions  other than those set forth in this Section
          9.

     Any shares of  Restricted  Stock granted under the Plan 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.

     Subject to the  restrictions  set forth in this Section 9, each Participant
     who receives  Restricted  Stock shall have all rights as a stockholder with
     respect to such shares,  including the right to vote the shares and receive
     dividends and other distributions.

     Each  Participant who receives  Restricted Stock Units shall be eligible to
     receive,  at the expiration of the applicable  restricted period, one share
     of Common Stock for each  Restricted  Stock Unit  awarded,  and the Company
     shall  issue  to and  register  in the  name of  each  such  Participant  a
     certificate  for that number of shares of Common  Stock.  Participants  who
     receive  Restricted  Stock Units shall have no rights as stockholders  with
     respect  to  such   Restricted   Stock  Units  until  such  time  as  share
     certificates  for Common  Stock are issued to the  Participants;  provided,
     however,  that quarterly  during the applicable  restricted  period for all
     Restricted  Stock Units  awarded  hereunder,  the Company shall pay to each
     such  Participant  an amount  equal to the sum of all  dividends  and other
     distributions  paid  by the  Company  during  the  prior  quarter  on  that
     equivalent number of shares of Common Stock.

     Subject to the provisions of Section 12, for awards of Restricted  Stock or
     Restricted Stock Units which have a deposit requirement, a Participant will
     be eligible to vest only in those shares of Restricted  Stock or Restricted
     Stock  Units for which  personally-owned  shares  are on  deposit  with the
     Company  as of the  date the  Participant's  employment  with  the  Company
     terminates.

                                       4
<PAGE>


     The  Committee  may permit a  Participant  to elect to  transfer  shares of
     Restricted  Stock to the  Company in exchange  for a deferred  compensation
     right or  Restricted  Stock  Units or  elect to defer  receipt  of all or a
     portion of the shares of Common Stock  subject to  Restricted  Stock Units,
     all  on  such  terms  and  conditions  as  the  Committee  shall  determine
     (including through the terms of the FlexComp Plan).

     The  total  number  of  shares  of Common  Stock  issued  upon  vesting  of
     Restricted Stock or Restricted Stock Units granted under the Plan shall not
     exceed 2,250,000 of the total number of shares of Common Stock which may be
     issued under this Plan, and no single  Participant  shall receive under the
     Plan Restricted Stock or Restricted Stock Units which, upon vesting,  would
     exceed 2% of the total number of shares of Common Stock which may be issued
     under the Plan.

10.  NON-TRANSFERABILITY

     Except as otherwise  provided in Section 9, no shares of  Restricted  Stock
     and no  Restricted  Stock  Units  shall  be sold,  exchanged,  transferred,
     pledged,  or otherwise  disposed of during the restricted  period. No Stock
     Options  granted  under this Plan shall be  transferable  by a  Participant
     otherwise than (i) by the Participant's  last will and testament or (ii) by
     the  applicable  laws of descent  and  distribution,  or (iii) by gift by a
     Participant  who is subject  to Section 16 of the 1934 Act and is  eligible
     for  retirement  (age 55 with 10 years of  service)  to a  "family  member"
     defined by the Committee.  Such Stock Options shall be exercised during the
     Participant's  lifetime only by the  Participant  or his or her guardian or
     legal  representative  or the donee family member.  After death, such Stock
     Option may be exercised in accordance  with Section 13B.  Other than as set
     forth  herein,  no Award  under the Plan shall be subject to  anticipation,
     alienation, sale, transfer,  assignment, pledge, encumbrance or charge, and
     any attempt to do so shall be void.

11.  WITHHOLDING TAXES

     It shall be a condition to the  obligation of the Company to deliver shares
     upon the exercise of a Stock  Option,  the vesting of  Restricted  Stock or
     Restricted  Stock  Units  and  the  corresponding  issuance  of  shares  of
     unrestricted  Common Stock, that the Participant pay to the Company cash in
     an amount equal to all federal,  state, local and foreign withholding taxes
     required to be collected in respect thereof.

     Notwithstanding the foregoing,  to the extent permitted by law and pursuant
     to such rules as the Committee may adopt,  a Participant  may authorize the
     Company  to satisfy  any such  withholding  requirement  by  directing  the
     Company to withhold from any shares of Common Stock to be issued,  all or a
     portion of such  number of shares as shall be  sufficient  to  satisfy  the
     withholding obligation.

12.  CHANGE OF CONTROL

     Each   outstanding   Stock  Option  shall  become   immediately  and  fully
     exercisable  for a period of 6 months  following  the date of the following
     occurrences, each constituting 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.

     After such 6-month period the normal option exercise provisions of the Plan
     shall govern.  In the event a  Participant  is terminated as an employee of
     the Company  within 2 years after any of the events  specified in (i),

                                       5
<PAGE>

     (ii) or  (iii),  his or her  outstanding  Stock  Options  at  that  date of
     termination shall become immediately exercisable for a period of 3 months.

     With respect to Stock Option grants  outstanding as of the date of any such
     Change of Control  which  require  the deposit of owned  Common  Stock as a
     condition  to  obtaining  rights:  (a) said  deposit  requirement  shall be
     terminated  as of the date of the Change of Control and any such  deposited
     stock  shall  be  promptly  returned  to  the  Participant;   and  (b)  any
     restrictions  on the sale of shares  issued in  respect  of any such  Stock
     Option shall lapse.

     In the event of a Change of Control, a Participant shall vest in all shares
     of Restricted Stock and Restricted Stock Units, effective as of the date of
     such Change of Control,  and any deposited  shares of Common Stock shall be
     promptly returned to the Participant.

13.  TERMINATION OF EMPLOYMENT

     A.  Termination of Employment

          If the  Participant's  employment  by the Company  terminates  for any
          reason other than as specified herein or in subsections B, C or D, the
          Participant's  Stock  Options  shall  terminate  3 months  after  such
          termination  and all  shares of  Restricted  Stock and all  Restricted
          Stock Units which are subject to  restriction  as of said  termination
          date shall be forfeited  by the  Participant  to the  Company.  In the
          event a  Participant's  employment  with the Company is terminated for
          the  convenience of the Company,  as determined by the Committee,  the
          Committee, in its sole discretion, may vest such Participant in all or
          any  portion  of   outstanding   Stock  Options  (which  shall  become
          exercisable)  and/or  shares of Restricted  Stock or Restricted  Stock
          Units  awarded to such  Participant,  effective as of the date of such
          termination.

          In addition,  and  notwithstanding  the  foregoing  provisions of this
          Section 13A, effective for Stock Options granted on or after March 21,
          2001, if a Participant's employment with the Company is terminated for
          the  convenience  of the Company and for reasons  other than cause (as
          determined by the Committee),  and the Participant's  combined age and
          years of  service  with the  Company  equal at least 70 at the time of
          such termination, then the Participant's Stock Options that would have
          vested  within two years from the date of  termination  shall vest and
          become immediately exercisable, and shall expire on the earlier of (i)
          the expiration date of such Stock Options, or (ii) two years following
          the termination of employment.

     B.  Death

          If a Participant  should die while employed by the Company,  any Stock
          Option previously  granted under this Plan may be exercised (i) by the
          person (which may include any  individual,  corporation,  partnership,
          association or trust) designated in such  Participant's  last will and
          testament  or,  (ii)  in  the  absence  of  such  designation,  by the
          Participant's  estate,  or (iii) by the donee of a Stock  Option  made
          pursuant  to  Section  10 (iii),  to the full  extent  that such Stock
          Option could have been exercised by such Participant immediately prior
          to death.  Further,  with respect to  outstanding  Stock Option grants
          which,  as of the date of  death,  are not yet  exercisable,  any such
          option grant shall vest and become  exercisable in a pro-rata  amount,
          based on the full  months  of  employment  completed  during  the full
          vesting  period of the Stock Option from the date of grant to the date
          of death.

          With respect to Stock Option grants which require the deposit of owned
          Common Stock as a condition to obtaining exercise rights, in the event
          a  Participant  should die while  employed by the Company,  said Stock
          Options may be  exercised  as provided in the first  paragraph of this
          Section 13B, subject to the following special conditions:

          (i)  any  restrictions  on the sale of shares issued in respect of any
               such Stock Option shall cease; and

          (ii) any owned Common Stock deposited by the  Participant  pursuant to
               said grant  shall be promptly  returned to the person  (which may
               include any individual, corporation,  partnership, association or

                                       6
<PAGE>

               trust) designated in such  Participant's  last will and testament
               or, in the  absence  of such  designation,  to the  Participant's
               estate, and all requirements regarding deposit by the Participant
               shall be terminated.

          A Participant who dies during any applicable  restricted  period shall
          vest in a  proportionate  number  of  shares  of  Restricted  Stock or
          Restricted  Stock  Units,  effective  as of the  date of  death.  Such
          proportionate  vesting shall be pro-rata,  based on the number of full
          months of employment  completed during the restricted  period prior to
          the  date of  death,  as a  percentage  of the  applicable  restricted
          period.

     C.  Retirement

          The Committee shall determine,  at the time of grant, the treatment of
          the Stock Option upon the retirement of the Participant.  Unless other
          terms are specified in the original Stock Option grant, and except for
          Stock Options  granted on or after March 21, 2001, if the  termination
          of employment is due to a Participant's  retirement on or after age 55
          with 10 years  of  service  with  the  Company,  the  Participant  may
          exercise a Stock Option,  subject to the original terms and conditions
          of the Stock Option. With respect to Stock Option grants which require
          the deposit of owned Common Stock as a condition to obtaining  rights,
          any  restrictions  on the sale of shares issued in respect of any such
          Stock Option shall lapse at the date of any such retirement. Effective
          for Stock Options granted on or after March 21, 2001, if a Participant
          retires on or after  reaching age 55 with 10 years of service with the
          Company,  then upon such  retirement,  such Stock  Options shall fully
          vest and become immediately exercisable and retain the same Expiration
          Date as determined at the time of grant.

          A Participant  shall be fully vested in all shares of Restricted Stock
          or Restricted  Stock Units upon  attainment of age 65 (unless any such
          award specifically provides otherwise).

          A Participant who takes early  retirement  (after age 55 with 10 years
          of  service  with  the  Company,  but  prior  to age  65)  during  any
          applicable  restricted  period  may  elect  either  of  the  following
          alternatives  with respect to  Restricted  Stock or  Restricted  Stock
          Units (unless any such award specifically provides otherwise):

          (a)  Leave  owned  shares on deposit  with the Company and vest in all
               shares of Restricted Stock or Restricted  Stock Units,  effective
               as of the earlier of the date the  Participant  attains age 65 or
               the termination date of the applicable restricted period; or

          (b)  Withdraw  owned  shares  and vest in a  proportionate  number  of
               shares of Restricted Stock or Restricted  Stock Units,  effective
               as of  the  date  the  shares  on  deposit  are  withdrawn.  Such
               proportionate  vesting shall be pro-rata,  based on the number of
               full months of employment  completed during the restricted period
               prior to the date of early  retirement,  as a  percentage  of the
               applicable restricted period.

     D.  Spin-offs

          If the termination of employment is due to the cessation, transfer, or
          spin-off of a complete line of business of the Company, the Committee,
          in  its  sole  discretion,   shall  determine  the  treatment  of  all
          outstanding Awards under the Plan.

     E.  Non-Competition

          Effective  for  Stock  Options  granted  on or after  June  21,  1999,
          recipients  of such Stock Options shall not, for a period of two years
          following  termination  of their  employment  with the Company for any
          reason whatsoever (including retirement),  directly or indirectly, (i)
          own, manage or operate, be employed by, or render consulting, advisory
          or other  services to, any  enterprise,  corporation  or business that
          owns or operates  casual  dining  restaurants,  anywhere in the United
          States or Canada  (a  "Competitor"),  or (ii)  solicit  or induce  any
          person who is an employee of the Company to own, manage or operate, be
          employed by, or render  consulting,  advisory or other  services to, a
          Competitor.  Notwithstanding  anything to the  contrary  contained  in
          paragraphs  A  through  D of this  Section  13,  upon  violation  by a
          Participant of the non-compete  provisions of this paragraph E, all of
          such  Participant's  outstanding  Stock  Options  will  expire  on the
          earlier

                                       7
<PAGE>

          of (i) the expiration date of the Stock Options,  or (ii) three months
          following the date of employment with a Competitor or other prohibited
          competitive action.

14.  AMENDMENTS OF THE PLAN

     The Plan may be terminated,  modified, or amended by the Board of Directors
     of the Company.  The Committee may from time to time  prescribe,  amend and
     rescind rules and regulations relating to the Plan. Subject to the approval
     of the Board of Directors, the Committee may at any time terminate, modify,
     or suspend the  operation  of the Plan,  provided  that no action  shall be
     taken by the Board of  Directors or the  Committee  without the approval of
     the stockholders of the Company which would:

     (i)  materially increase the number of shares which may be issued under the
          Plan;

     (ii) materially  increase the benefits  accruing to Participants  under the
          Plan; or

     (iii)materially modify the requirements as to eligibility for participating
          in the Plan.

     The Board of  Directors  shall have  authority to cause the Company to take
     any action  related to the Plan which may be  required  to comply  with the
     provisions of the Securities Act of 1933, as amended, the 1934 Act, and the
     rules and regulations prescribed by the Securities and Exchange Commission.
     Any such action shall be at the expense of the Company.

     No termination,  modification,  suspension,  or amendment of the Plan shall
     alter or impair the rights of any  Participant  pursuant  to a prior  Award
     without  the  consent  of  the  Participant.  There  is no  obligation  for
     uniformity of treatment of Participants under the Plan.

15.  FOREIGN JURISDICTIONS

     The  Committee  may adopt,  amend,  and terminate  such  arrangements,  not
     inconsistent  with the  intent of the  Plan,  as it may deem  necessary  or
     desirable  to make  available  tax or  other  benefits  of the  laws of any
     foreign  jurisdiction,  to employees of the Company who are subject to such
     laws and who receive Awards under the Plan.

16.  NOTICE

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

     Darden Restaurants, Inc.
     5900 Lake Ellenor Dr.
     Orlando, FL 32809
     Attn: General Counsel

                                       8
<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhibit10bfy02.txt
<DESCRIPTION>EXHIBIT 10B FLEXCOMP PLAN
<TEXT>
                                                                   EXHIBIT 10(b)











                            DARDEN RESTAURANTS, INC.
                                  FLEXCOMP PLAN


                             As Amended and Restated
                   Including amendments through July 26, 2002




<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 was 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.

The Plan has been amended from time to time from its  original  effective  date.
This amendment and restatement includes all amendments through July 26, 2002.


                                       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 or the Compensation Committee of the
Board of Directors with respect to any  determination  that is made with respect
to a Participant who is subject to Section 16 of the Securities  Exchange Act of
1934, as amended (the "Exchange Act").

     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 Current  Compensation shall be 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 shall
mean the  "Earnable  Compensation"  that  would have been  recognized  under the
Retirement  Plan for such  Participant  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:

     (a)  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.

     (b)  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 (1) 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.

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

     (d)  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

                                       2
<PAGE>

          an individual's  compensation for purposes of Section 3.3(c),  whether
          or not deferred).

     (e)  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.

     Section 2.5  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 2.6 DSP shall mean the Darden  Savings Plan  (formerly  the "Profit
Sharing and Savings Plan for Darden Restaurants, Inc.).

     Section 2.7 Effective Date shall mean May 29, 1995.

     Section 2.8 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 2.9 Management Incentive Plan shall mean the plan adopted by Darden
Restaurants, Inc. for key management employees.

     Section  2.10 Minor  Amendment  Committee  shall  mean the Minor  Amendment
Committee, appointed by the Board of Directors of Darden Restaurants, Inc.

     Section 2.11  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 2.12 Plan Year shall mean the  twelve-month  period ending each May
31.

     Section  2.13  Retirement  Plan shall mean the  Retirement  Income  Plan of
Darden  Restaurants,  Inc. (formerly the "Pension Plan for Salaried Employees of
General Mills Restaurants, Inc.").

     Section 2.14 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) or by the Compensation Committee
          if such individual is subject to Section 16 of the Exchange Act;

     (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));

     (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).

                                       4
<PAGE>


     Notwithstanding the foregoing  provisions of Section 3.2(b),  effective May
1, 1999,  the rule in the DSP and  Retirement  Plan  automatically  excluding an
employee  from  participation  therein  for two plan years  after a plan year in
which  such  employee  is a highly  compensated  employee  shall not apply  with
respect to  Qualified  Managers  as defined  in the DSP.  Therefore,  in lieu of
Section 3.2(b),  such  individuals  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  otherwise  meets  the
requirements  of Section  3.2(a),  (c),  (d), and (e) and such  individual  is a
highly  compensated  employee,  as  defined  therein  for  the  current  DSP and
Retirement Plan plan years 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)).

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

     Notwithstanding the foregoing  provisions of Section 3.3(b),  effective May
1, 1999,  the rule in the DSP and  Retirement  Plan  automatically  excluding an
employee  from  participation  therein  for two plan years  after a plan year in
which  such  employee  is a highly  compensated  employee  shall not apply  with
respect to  Qualified  Managers  as defined  in the DSP.  Therefore,  in lieu of
Section  3.3(b),  such  individuals  shall be eligible to become a Deferred Comp
Participant in the deferred compensation features of this Plan (other than those
deferral features applicable to FlexComp Awards) for any Plan Year, if he or she
otherwise meets the  requirements of Section 3.3(a) or (c) or such individual is
a highly  compensated  employee,  as defined  therein for the DSP and Retirement
Plan plan years that occur within the Plan Year or is

                                       5
<PAGE>

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)).


                                       6
<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 as follows:

     (a)  The formula for determining the FlexComp Award set forth in (b) or (c)
          below shall apply to all FlexComp Award Participants, as follows:

          (1)  FlexComp  Award  Participants  who are hired on or after  June 1,
               2000 shall have their FlexComp Award amounts determined under (b)
               below.

          (2)  FlexComp Award Participants who were actively employed (including
               those  on  an  authorized   leave  of  absence)   FlexComp  Award
               Participants during the Plan Year beginning June 1, 2000 and who,
               in accordance with such  procedures  established by the Committee
               made  a  one-time   irrevocable   election   prior  to  the  date
               established  by the  Committee,  to have  their  FlexComp  Awards
               determined  under the  formula  set forth in (b) or (c) below for
               all Plan  Years  beginning  on and after  June 1, 2000 shall have
               their  FlexComp   Awards   determined  in  accordance  with  that
               affirmative  election.  In the absence of an affirmative election
               to the contrary,  such Participant's  FlexComp Award for all Plan
               Years  beginning  on and after June 1, 2000  shall be  determined
               under the formula set forth in (b) below.

          (3)  FlexComp Award  Participants  who were actively  employed  before
               June 1, 2000,  were not eligible for the election as described in
               (a)(2)  above even  though  they were  actively  employed at such
               time,   became  eligible  to  participate  as  a  FlexComp  Award
               Participant  without having  incurred a break in service from the
               Company  (whether  or not such  participation  was for the  first
               time),  and  participate  in the final average pay portion of the
               Retirement  Plan shall be  provided  with a one-time  irrevocable
               election to

                                       7
<PAGE>


               choose whether to have the FlexComp Award determined under (b) or
               (c) below. Such irrevocable  election shall be made upon becoming
               a FlexComp Award  Participant at such time and in accordance with
               such procedures established by the Committee. In the absence of a
               timely  affirmative  election,  the Participant's  FlexComp Award
               shall  be  determined   under  (b)  below.

          (4)  FlexComp Award  Participants not otherwise  described in (1), (2)
               or  (3)  above  (including,   by  way  of  illustration  and  not
               limitation, FlexComp Award Participants who terminated employment
               prior to June 1, 2000 and are  re-hired  after that date),  shall
               have their FlexComp Awards determined under the formula described
               in (b) below for all relevant  Plan Years  beginning on and after
               June 1, 2000.

          (5)  In all events,  the formula described in (c) below shall apply in
               determining  the amount of all annual FlexComp Awards for periods
               before June 1, 2000.

     (b)  If this Section  4.2(b) applies to a FlexComp  Award  Participant  (as
          determined  under (a) above),  the amount of a FlexComp  Award for any
          such Participant  shall be determined under the following  formula:  [
          "X" (a DSP factor) plus "Y" (a fixed factor)] times the  Participant's
          Current Compensation. The determination of the appropriate factors and
          the  relevant  terms are set forth  below:

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

               (A)  a variable  amount,determined  in the Company's  discretion,
                    but which  percentage  shall be applied  consistently to all
                    such  Participants,  between  1.5% and 6% for periods on and
                    after June 1,  2000,  and  before  July 1,  2002;  and

               (B)  a variable amount,  determined in the Company's  discretion,
                    but which  percentage  shall be applied  consistently to all
                    such  Participants,  between 1.5% and 7.2%for periods on and
                    after July 1, 2002.

          (2)  Y, the fixed factor, is 4%.

          (3)  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.

                                       8
<PAGE>


     (c)  If this Section  4.2(c) applies to a FlexComp  Award  Participant  (as
          determined  under (a) above),  the amount of a FlexComp  Award for any
          such Participant 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   the   Participant's   Current
          Compensation.  The  determination  of the appropriate  factors and the
          definitions of the relevant terms are set forth below:

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

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

               (B)  a variable amount,  determined in the Company's  discretion,
                    but which  percentage  shall be applied  consistently to all
                    such  Participants,  between  1.5% and 6% for periods on and
                    after October 1, 1997 and before July 1, 2002; and

               (C)  a variable amount,  determined in the Company's  discretion,
                    but which  percentage  shall be applied  consistently to all
                    such participants,  between 1.5% and 7.2% for periods on and
                    after July 1, 2002.

          (2)  Y, the age-based  factor is 1.085^ (the  Participant's  age minus
               30), with the  Participant's  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.

          (3)  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).

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

          (5)  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

                                       9
<PAGE>


               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 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  at such  time  and in  such  manner  as
               determined by the  Compensation  Committee.  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  Compensation  Committee.  Any such
               change shall be

                                       10
<PAGE>

               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 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
               at such  time  and in such  manner  as  determined  by the  Minor
               Amendment Committee (or its delegate).  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 Participant's 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 forty-fifth (45th) day preceding the end of the
               applicable bonus period. Such

                                       11
<PAGE>

               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  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
               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,  (or  the
          Compensation Committee with respect to a Participant who is subject to
          Section  16 of the  Exchange  Act) 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 Section  3101(a) and (b) or any
          state or

                                       12
<PAGE>

          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.

     (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,

                                       13
<PAGE>

          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.

                                       14
<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 and the procedures  established by the Committee.  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.

                                       15
<PAGE>


     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.

                                       16
<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 or by the Compensation  Committee
          if the  Participant  is subject to Section 16 of the Exchange  Act, 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 or the
          Compensation

                                       17
<PAGE>

          Committee,  as applicable,  has approved the distribution and that the
          requirements of this Section 6.1 have been met.

     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 or
               by the  Compensation  Committee if the  Participant is subject to
               Section 16 of the Exchange Act,  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

                                       18
<PAGE>

               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 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.15(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

                                       19
<PAGE>

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.

                                       20
<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

                                       21
<PAGE>


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

     (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-Assignability.  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 (or the Compensation Committee with respect to a Participant who
is subject to Section 16 of the Exchange Act),  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.

                                       22
<PAGE>


     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. 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 the Compensation Committee with respect to a Participant
who is subject to Section 16 of the Exchange Act,  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,  such Committee 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.

                                       23
<PAGE>


     (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.

     (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,

                                       24
<PAGE>

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.

     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,  the Committee 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 Committee,
the Minor Amendment Committee or its delegate, and the Company arising by virtue
of this Plan.

                                       25
<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.



                                       26
<PAGE>


                            DARDEN RESTAURANTS, INC.
                                  FLEXCOMP PLAN


                                   APPENDIX B
                STOCK OPTION GAIN AND RESTRICTED STOCK DEFERRALS


     Section 1 Purpose and Effect.  This  Appendix B authorizes  the deferral of
gains from the  exercise of Stock  Options and the deferral of income that would
otherwise be recognized upon the lapse of restrictions  applicable to Restricted
Stock Awards  notwithstanding  any other  provision in the Plan to the contrary.
The Stock  Options and  Restricted  Stock Awards that may be subject to deferral
elections  authorized  by this  Appendix  B are  limited to those made under the
following stock plans of the Company (collectively, the "Stock Plans"):

     (a)  Darden Restaurants,  Inc. Stock Option and Long-Term Incentive Plan of
          1995;

     (b)  Darden Restaurants, Inc. Restaurant Management and Employee Stock Plan
          of 2000;

     (c)  Darden Restaurants, Inc. 2002 Stock Incentive Plan; and

     (d)  any future stock plan,  agreement or  arrangement  of the Company that
          explicitly provides for such deferral elections.

In accordance with the rules set forth in this Appendix B, eligible Participants
may elect to (i) defer receipt of all or a portion of the shares of Common Stock
representing  the net gain on exercise of a Stock  Option in  connection  with a
Participant's  stock-for-stock  option  exercise  ("Option  Deferral")  and (ii)
either not receive restricted shares of Common Stock that would have been issued
under a  Restricted  Stock  Award,  or  transfer  to the  Company  prior  to the
applicable  Vesting Date all or a portion of the shares of Common Stock received
under a Restricted  Stock Award, in exchange for the Company's  agreement to pay
deferred  compensation  in the  form of  unrestricted  shares  of  Common  Stock
("Restricted  Stock  Deferral").  Grants of Stock Options and  Restricted  Stock
Awards are  governed  by the Stock  Plans,  as they may be amended  from time to
time.  No stock  options,  restricted  stock  or  shares  of  Common  Stock  are
authorized  to be  issued  under  this  Plan.  Participants  who elect to make a
deferral in accordance  with this Appendix B will have no rights as shareholders
of the Company with respect to Stock Units credited to their Deferred Stock Unit
Accounts.

     Section 2  Definitions.  For purposes of this Appendix B, the terms defined
in  Article  II of the  Plan  shall  have the same  meanings  when  used in this
Appendix B, unless a different  meaning is given in this Section 2. In addition,
the terms listed below shall have the following meanings:

                                       27
<PAGE>

     (a)  Common Stock shall mean the common stock, without par value, of Darden
          Restaurants, Inc.

     (b)  Compensation  Committee shall mean the  Compensation  Committee of the
          Board of Directors of the Company.

     (c)  Deferred  Stock Unit Account  shall mean the account  established  for
          each Participant in accordance with Section 7 of this Appendix B.

     (d)  Exercise  Date  shall  mean  the date as of  which a Stock  Option  is
          exercised under the applicable Stock Plan.

     (e)  Net Shares shall mean:

          (i)  with respect to any Option Deferral pursuant to Section 4 of this
               Appendix B, the number of shares of Common  Stock  subject to the
               deferral  election  ("Deferred  Shares")  as to which  the  Stock
               Option  has been  exercised,  less the number of shares of Common
               Stock delivered to pay the exercise price for the Deferred Shares
               in a  stock-for-stock  exchange,  and  less  any  shares  used to
               satisfy  FICA,  Medicare or any other taxes due at the time Stock
               Units are credited due to the Option Deferral;

          (ii) with respect to any Restricted Stock Deferral pursuant to Section
               5 of this Appendix B, the number of shares of Common Stock issued
               pursuant  to the  Restricted  Stock Award that are subject to the
               deferral election, less any shares that are used to satisfy FICA,
               Medicare  or  any  other  taxes  due  at  the  time  Stock  Units
               attributable to a Restricted Stock Deferral become vested; and

          (iii)with  respect  to  any  Restricted  Stock  Deferral  pursuant  to
               Section  6 of this  Appendix  B, the  number  of shares of Common
               Stock that are subject to the deferral  election  that would have
               been issued  pursuant to the  Restricted  Stock  Award,  less any
               shares that are used to satisfy FICA, Medicare or any other taxes
               due at the time Stock Units  attributable  to a Restricted  Stock
               Deferral become vested.

     (f)  Participant  shall mean a person who is  eligible  under  Section 3 of
          this  Appendix B to make an Option  Deferral as described in Section 4
          of this  Appendix B or a  Restricted  Stock  Deferral as  described in
          either  Section 5 or 6 of this  Appendix  B. A person who has become a
          Participant  shall be considered to continue as a "Participant" in the
          Plan within the meaning of Article II of the Plan (even if such person
          subsequently  becomes ineligible to make deferrals under this Appendix
          B) until the date of the Participant's death or, if earlier,  the date
          when the Participant no longer satisfies the eligibility  requirements
          in Section 3 of this  Appendix B and

                                       28
<PAGE>

          the   Participant   has  received  a   distribution   of  all  of  the
          Participant's Deferred Stock Unit Account.

     (g)  Restricted Stock Award shall mean any award of restricted Common Stock
          pursuant to one or more of the Company's Stock Plans.

     (h)  Stock Option shall mean any nonqualified stock option granted pursuant
          to one or more of the Company's Stock Plans.

     (i)  Stock  Unit  shall  mean one of the units  credited  to  Participants'
          Deferred Stock Unit Accounts based on the number of Net Shares.

     (j)  Vesting Date shall mean the date on which the Participant's  shares of
          Common Stock issued pursuant to a Restricted Stock Award would, absent
          a deferral  election,  become vested in accordance  with the terms and
          conditions of the Restricted Stock Award.

     Section  3  Eligibility.  A person  shall  be  eligible  to make  deferrals
pursuant to this Appendix B if he or she:

     (a)  is an officer with a title of Vice President or above; or

     (b)  has been  designated  by the  Compensation  Committee  as eligible for
          participation  in the deferral  feature  described in this Appendix B.
          The   Compensation   Committee  may  rescind  such   designation   and
          discontinue such person's active participation in the deferral feature
          described in this Appendix B at any time.

A person who ceases to be a person described in (a) or (b) above shall not be
eligible to make any further deferral elections pursuant to this Appendix B, but
any prior deferral elections made by such a person shall continue in effect.

     Section  4 Option  Deferral.  As of any date  that is (i) at least six full
months in advance  of the  applicable  Exercise  Date and (ii) at least six full
months in advance of the date the applicable Stock Option expires, a Participant
may complete and submit to the Company an irrevocable  election to defer receipt
of Net Shares of Common Stock  resulting from a  stock-for-stock  exercise of an
exercisable  Stock Option  granted to the  Participant  and to only pay for such
exercise by tendering  shares of Common  Stock.  Such  deferral  election  shall
specify the following:

     (a)  the  specific  Stock  Option  grant and the number of shares of Common
          Stock subject to the deferral election; and

     (b)  the Distribution Date and form of distribution, in accordance with the
          rules for payment under Article VI of the Plan, as modified by Section
          8 below.

                                       29
<PAGE>

A Participant may make a deferral election with respect to all or only a portion
of the shares of Common Stock subject to a Stock Option ("Option  Shares").  The
portion of a Stock  Option  subject to a deferral  election may not be exercised
until six full months after the deferral  election is made and must be exercised
separately  from the remainder of the Stock Option.  No partial  exercise of the
portion of a Stock Option subject to the deferral election shall be permitted. A
Participant  may not deliver  cash in lieu of shares of Common  Stock to satisfy
the Stock Option exercise price for shares subject to a deferral  election.  All
shares of Common Stock delivered to pay the exercise price must, on the Exercise
Date,  have been owned by the Participant  without  restriction for at least six
full months.

     Section 5  Restricted  Stock  Deferral - Shares Not Subject to  Accelerated
Vesting Based on Performance. As of any date that is (i) at least 12 full months
in advance of the  applicable  Vesting Date or (ii) at least nine full months in
advance of the applicable Vesting Date if such election date occurs prior to May
25,  2003,  an eligible  Participant  may  complete and submit to the Company an
irrevocable election to transfer to the Company all or a portion of the unvested
shares of Common Stock subject to a Restricted Stock Award that does not provide
for accelerated vesting based on any measure of personal performance (other than
continued  employment) or Company performance,  and to be credited with a number
of Stock Units  equal to the number of Net Shares  resulting  from the  deferral
election. Such deferral election shall specify the following:

     (a)  the  specific  Restricted  Stock  Award and number of shares of Common
          Stock to be transferred to the Company; and

     (b)  the Distribution Date and form of distribution, in accordance with the
          rules for payment under Article VI of the Plan, as modified by Section
          8 below.

A Participant may make a deferral election with respect to all or only a portion
of the  shares of Common  Stock  subject  to a  Restricted  Stock  Award.  If an
election is made with  respect to only a portion of such shares,  the  remainder
will vest in accordance  with the terms and conditions of the  Restricted  Stock
Award. The transfer of shares to the Company shall take effect on the date as of
which the deferral election is made.

     Section 6 Restricted Stock Deferral - Shares Subject to Accelerated Vesting
Based on Performance.  Prior to the date on which a Participant would be granted
a Restricted  Stock Award that  provides for  accelerated  vesting  based on any
measure of personal  performance  (other than  continued  employment) or Company
performance,  an eligible  Participant may complete and submit to the Company an
irrevocable  election not to receive  restricted shares of Common Stock pursuant
to that award,  and to be credited instead with a number of Stock Units equal to
the number of Net Shares  resulting  from the deferral  election.  Such deferral
election shall specify the following:

     (a)  the anticipated Restricted Stock Award; and

                                       30
<PAGE>


     (b)  the Distribution Date and form of distribution, in accordance with the
          rules for payment under Article VI of the Plan, as modified by Section
          8 below.

Any deferral  election made pursuant to this Section 6 shall apply to all of the
shares of Common Stock subject to the specified Restricted Stock Award.

     Section 7 Deferred Stock Unit Accounts. A Deferred Stock Unit Account shall
be  established  on behalf of each  Participant  for Net Shares  deferred  under
Section 4, 5 or 6 of this Appendix B. The  provisions of this Section 7 shall be
subject to the following rules:

     (a)  For each Net Share  deferred,  a Stock Unit shall be  credited  to the
          Participant's  Deferred  Stock Unit  Account  effective  as of (i) the
          applicable Exercise Date in the case of an Option Deferral pursuant to
          Section 4 above, (ii) the date of the deferral election in the case of
          a Restricted Stock Deferral  pursuant to Section 5 above, or (iii) the
          date of the Restricted  Stock Award in the case of a Restricted  Stock
          Deferral pursuant to Section 6 above.

     (b)  Stock Units  credited on account of a Restricted  Stock Deferral shall
          be subject to the same vesting restrictions that would have applied to
          the  corresponding  shares of restricted Common Stock if no Restricted
          Stock Deferral had been made. If the vesting  restrictions  applicable
          to a Stock Unit are not satisfied, the Stock Unit shall be forfeited.

     (c)  On each payment date for cash dividends  paid on the Company's  Common
          Stock, the Company shall pay to each Participant a dividend equivalent
          amount equal to the cash dividend that would be payable by the Company
          on a number of shares of  Common  Stock  equal to the  number of Stock
          Units then credited to the Participant's  Deferred Stock Unit Account.
          Such   dividend   equivalent   amounts   shall  be  paid  directly  to
          Participants in cash and shall not be eligible for deferral under this
          Plan.

     (d)  In the  event  that the  Compensation  Committee  determines  that any
          dividend or other  distribution  (whether in the form of cash,  Common
          Stock,  securities of a subsidiary of the Company, other securities or
          other property),  recapitalization,  stock split, reverse stock split,
          reorganization,    merger,    consolidation,    split-up,    spin-off,
          combination,   repurchase   or  exchange  of  Common  Stock  or  other
          securities  of the  Company,  issuance of warrants or other  rights to
          purchase  Common Stock or other  securities  of the Company,  or other
          similar  corporate  transaction or event affects the Common Stock such
          that an adjustment to the Participants'  allocations to their Deferred
          Stock Unit  Accounts  is  appropriate  to  prevent  the  reduction  or
          enlargement of the benefits or potential  benefits intended to be made
          available  under  the  Plan,  then  the  Committee,  may,  in its sole
          discretion  and in such  manner as it may deem  equitable,  adjust the
          Stock  Units  credited  to  the  Participants'   Deferred  Stock  Unit
          Accounts.

                                       31
<PAGE>


     Section 8 Payment  of  Deferred  Amounts.  The rules  regarding  payment of
amounts  under  Article  VI of the Plan  shall  apply  to  Deferred  Stock  Unit
Accounts, except that

     (a)  payment of Deferred Stock Unit Accounts shall be made only in the form
          of shares of Common Stock and not in cash,

     (b)  payment  with  respect  to Stock  Units  that are  subject  to vesting
          restrictions  as provided in Section  7(b) above shall not occur prior
          to the time those vesting restrictions are satisfied; and

     (c)  unless the Participant  elects  otherwise prior to the commencement of
          payment,  the Company shall, to the extent permitted by law,  withhold
          from the shares of Common Stock to be transferred  to the  Participant
          the  number  of  shares  sufficient  to  satisfy  any tax  withholding
          required at the time of payment.

Any reduction in the amount payable  required in order to receive an accelerated
distribution  pursuant to Section  6.2(c)(3)  of the Plan shall be rounded up to
the nearest whole share.

     Section 9 Forms and  Procedure.  Deferral  elections  made pursuant to this
Appendix  B must  be made in  writing  on  forms  approved  by the  Compensation
Committee,  and  shall  be  subject  to  such  other  procedural  rules  as  the
Compensation Committee may establish.  Any determinations or approvals that must
be made with respect to a Participant's  Stock Units,  including approval of any
hardship distribution  requested pursuant to Section 6.1 of the Plan or approval
of any optional form of payment as permitted under Section  6.2(b)(2),  shall be
made by the Compensation Committee and not by the Minor Amendment Committee.

     Section 10 Effect on Stock Options and  Restricted  Stock Awards.  Deferral
elections  made pursuant to this Appendix B shall  constitute  amendments to the
Stock Options and Restricted Stock Awards to which the deferral elections apply.
Any shares of Common  Stock  paid  pursuant  to this  Appendix B on account of a
Participant's  deferral  election  shall be deemed  issued  under the Stock Plan
under  which the  corresponding  Stock  Option  or  Restricted  Stock  Award was
granted.

                                       32
<PAGE>





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exhibit10ffy02.txt
<DESCRIPTION>EXHIBIT10F STOCK PLAN FOR DIRECTORS
<TEXT>
                                                                   EXHIBIT 10(f)

                            DARDEN RESTAURANTS, INC.

                            STOCK PLAN FOR DIRECTORS

                   (AMENDED AND RESTATED AS OF JULY 26, 2002)


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

     2.  Administration.  The Plan  shall be  administered  by the  Compensation
Committee  of the  Board of  Directors  of the  Company.  Grants of  options  to
purchase  Common Stock under the Plan and the amount and nature of the awards of
Common  Stock  shall  be made  automatically  or by the  Board of  Directors  as
provided in Section 4.  However,  subject to the express  provisions of the Plan
and applicable law, the Compensation Committee shall have full authority to: (i)
interpret the Plan; (ii)  promulgate such rules and regulations  with respect to
the Plan as it deems  desirable;  (iii)  amend the terms and  conditions  of any
award or award agreement,  provided, however, that, except as otherwise provided
in  Section 5 hereof,  the  Committee  shall  not  reprice,  adjust or amend the
exercise  price of options to purchase  Common  Stock of the Company  previously
awarded to any Director, whether through amendment, cancellation and replacement
grant, or any other means; (iv) determine whether, to what extent and under what
circumstances  shares of Common Stock payable with respect to an award under the
Plan shall be deferred either  automatically or at the election of the holder of
the award or the Committee;  and (v) make all other determinations  necessary or
appropriate for the administration of the Plan, and such determinations shall be
final and binding upon all persons having an interest in the Plan.

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

     4. Awards under the Plan.  The number of shares of Common Stock  authorized
for grants  under the Plan is 375,000,  provided  that all such shares  shall be
issued from Common Stock held in the Company's treasury. In addition, all shares
of Common Stock  authorized,  but unissued under the predecessor  Stock Plan for
Directors effective May 28, 1995, as amended,  shall be available and authorized
for issuance  under this Plan. If any shares of Common Stock covered by an award
or to which an award  relates are not  purchased  or are  forfeited or otherwise
reacquired by the Company  (including  shares of Restricted  Stock, as described
below,  whether or not dividends have been paid on such shares),  or if an award
otherwise  terminates or is cancelled  without  delivery of any shares of Common
Stock,  then the number of shares of Common Stock counted  against the aggregate
number of shares  available  under the Plan with  respect to such award,  to the
extent of any such  forfeiture,  termination  or  cancellation,  shall  again be
available for granting awards under the Plan. In addition,  any shares of Common
Stock that are used by a participant  as full or partial  payment to the Company
of the purchase or exercise price relating to an award or in connection with the
satisfaction of tax obligations  relating to an award,  and any shares of Common
Stock  purchased  by the Company in the open  market or in private  transactions
having an aggregate  purchase  price no greater than the amount of cash proceeds
received by the Company from the exercise of Options,  as described below, under
the Plan shall be available for granting awards under the Plan.

     (a)  Non-qualified Stock Options

          (i)  Grant of  Options.  Each  person who  becomes a Director  for the
               first time after the effective  date of the Plan shall be awarded
               an option  ("Option") to purchase  12,500

                                       1
<PAGE>

               shares  of Common  Stock,  effective  as of the date such  person
               becomes a Director. In addition, at the close of business on each
               annual shareholders' meeting, each Director elected or re-elected
               to the Board shall be granted an Option to purchase  3,000 shares
               of Common Stock.  The written  agreement  evidencing such Options
               granted under the Plan shall be dated as of the  applicable  date
               of each  grant.  All  Options  granted  under  the Plan  shall be
               non-qualified  stock  options  governed  by  Section  83  of  the
               Internal Revenue Code of 1986, as amended.

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

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

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

          (v)  Method of Exercise, Deferral 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.  The Committee may permit a Director to
               elect to defer  receipt  of all or a  portion  of the  shares  of
               Common Stock  issuable  upon  exercise of an Option,  all on such
               terms and conditions as the Committee shall determine  (including
               through  the  terms of the  Compensation  Plan  for  Non-Employee
               Directors).

          (vi) Non-transferability.   An  Option  shall  be  non-assignable  and
               non-transferable  by a Director  other than by (1) the Director's
               last will and testament,  or (2) the  applicable  laws of descent
               and  distribution,  or (3) by gift  by a  Director  to a  "family
               member" defined by the Compensation Committee. Such Option may be
               exercised  only by such  Director or his or her guardian or legal
               representative  or the donee  family  member.  A  Director  shall
               forfeit  any  Option  assigned  or  transferred,  voluntarily  or
               involuntarily, other than as permitted under this subsection.

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

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

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

                                       2
<PAGE>

                    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,  prior to the date of each annual
               stockholders'   meeting,  with  respect  to  any  such  award  of
               Restricted  Stock to be made for such  upcoming  year, a Director
               may elect (1) on such terms and conditions as the Committee shall
               determine  (including  through the terms of the Compensation Plan
               for  Non-Employee  Directors),  to  defer  receipt  of all or any
               portion of the Common  Stock that  would  otherwise  be  received
               pursuant to his or her  Restricted  Stock award until a date that
               is on or after the  cessation of Board  service or (2) to receive
               the  equivalent  of 1,000 of the 3,000  shares of any  Restricted
               Stock award in cash based on the Fair Market  Value of the Common
               Stock  on the  date  of  such  stockholders'  meeting.  Any  such
               deferral  election shall result in the Restricted Stock not being
               issued to the  Director  and, in exchange,  the Director  will be
               credited with stock units,  representing the Company's obligation
               to pay  deferred  compensation  at a later  date  in the  form of
               unrestricted  Common Stock,  all on such terms and  conditions as
               the Committee shall determine (including through the terms of the
               Compensation Plan for Non-Employee Directors).

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

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

     (c)  Stock Award.

          (i)  Awards.  At the  close of  business  on the  date of each  annual
               stockholders'  meeting  occurring after July 26, 2002, in lieu of
               the award of  Restricted  Stock  described in Section 4(b) above,
               each  Director  elected  or  re-elected  to  the  Board  at  such
               stockholders'  meeting  shall be granted  an award  equal to that
               number of shares of Common  Stock  having a Fair Market  Value on
               the date of grant equal to $100,000, rounded to the nearest whole
               share (the "Stock  Award").  Each  Director  who,  after July 26,
               2002, is appointed as a Director of the Company at any time other
               than at an annual  stockholders'  meeting

                                       3
<PAGE>



               shall be granted on the date of such appointment a prorated Stock
               Award equal to that number of shares of Common Stock,  rounded to
               the nearest  whole share,  having a Fair Market Value on the date
               of  grant  equal  to  $100,000  multiplied  by  a  fraction,  the
               numerator  of which is 365 minus the number of days in the period
               from the date of the  annual  stockholders'  meeting  immediately
               preceding such  appointment to the date of such  appointment  and
               the denominator of which is 365.  Notwithstanding  the foregoing,
               prior to the date of each  annual  stockholders'  meeting  or the
               date of any such appointment,  as the case may be, a Director may
               elect with respect to each such Stock Award to be granted on such
               date (1) on such  terms and  conditions  as the  Committee  shall
               determine  (including  through the terms of the Compensation Plan
               for  Non-Employee  Directors),  to  defer  receipt  of all or any
               portion of the Common  Stock that  would  otherwise  be  received
               pursuant  to his or her  Stock  Award  until a date that is on or
               after the cessation of Board service or (2) to receive 25% or 50%
               of the Stock  Award in cash.  Any such  deferral  election  shall
               result in such  shares of  Common  Stock not being  issued to the
               Director  and, in exchange,  the Director  will be credited  with
               stock  units,   representing  the  Company's  obligation  to  pay
               deferred compensation at a later date in the form of unrestricted
               Common Stock,  all on such terms and  conditions as the Committee
               shall determine  (including through the terms of the Compensation
               Plan for Non-Employee Directors).

          (ii) Non-transferability.   From  the  date  of  grant  to  the  first
               anniversary  of the  date  of  grant  of  any  Stock  Award  (the
               "Non-transferability Period"), none of the shares of Common Stock
               subject to the Stock  Award may be sold,  transferred,  assigned,
               pledged or  otherwise  encumbered  or  disposed  of by a Director
               other than by (1) the Director's last will and testament,  or (2)
               the  applicable  laws of  descent  and  distribution.  During the
               Non-transferability  Period, any certificate  representing shares
               of Common  Stock that are  subject to a Stock  Award shall bear a
               legend  giving  notice  of the  restrictions  described  in  this
               Section 4(c)(ii).  During the  Non-transferability  Period,  each
               Director   shall  have  all  the  rights  and   privileges  of  a
               shareholder with respect to the shares of Common Stock subject to
               the Stock Award,  including  the right to vote such shares and to
               receive dividends thereon.

      (d) "SRO's".

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

     (e)  Change of Control.

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

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

          (ii) as a result  of or in  connection  with any  cash  tender  offer,
               exchange  offer,  merger or other business  combination,  sale of
               assets or contested  election,  or  combination of the

                                       4
<PAGE>

               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 shares of Common Stock subject to Options,  Restricted Stock and Stock
Awards previously granted hereunder and the exercise price of Options previously
granted hereunder,  in order to prevent dilution or enlargement of the rights of
the Directors under the Plan.

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

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

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

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


                                       5
<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exhibit10gfy02.txt
<DESCRIPTION>EXHIBIT10G COMP PLAN FOR NON-EMPLOYEE DIRECTORS
<TEXT>
                                                                   EXHIBIT 10(g)

                            DARDEN RESTAURANTS, INC.

                  COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

                   (AMENDED AND RESTATED AS OF JULY 26, 2002)

                                     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  aggregate  number of shares of Company  Common Stock  authorized to be
     issued under Parts III and IV hereof is 75,000,  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 III or 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;

                                       1
<PAGE>

     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 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.

                                       2
<PAGE>


     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.

                                     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  quarterly for the Compensation due. Each account shall be credited
     daily 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.  With respect to  allocations  made to the Company  Common
     Stock fund,  stock units shall be credited as of the last  business  day of
     the fiscal  quarter,  based on the mean of the high and low sale  prices of
     Company  Common  Stock on the New York Stock  Exchange  as  reported in the
     consolidated  transaction  reporting  system. On each payment date for cash
     dividends paid on the Company's  Common Stock,  the Company shall credit to
     each participant's  account a dividend  equivalent amount equal to the cash
     dividends  that would be  payable  by the  Company on a number of shares of
     Common  Stock  equal to the  number of stock  units  then  credited  to the
     participant's  account.  Such  dividend  equivalent  amounts  shall then be
     credited in the form of  additional  stock units,  based on the mean of the
     high and low sale  prices of  Company  Common  Stock on the New York  Stock
     Exchange as reported in the  consolidated  transaction  reporting system on
     the date of the dividend payment date.  Participants will have no rights as
     shareholders  with  respect  to stock  units  credited  to their  accounts.
     Payment of amounts allocated to stock units shall be in the form of Company
     Common  Stock  and not in cash.  Only a whole  number  of  shares  shall be
     issued, with any fractional share amount paid in cash.

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 Committee, payments may
          be made in some other  lesser  number of  substantially  equal  annual

                                       3
<PAGE>

          installments  or in a single sum paid on a date prior to the otherwise
          scheduled payment commencement date; or

     4.   if a participant makes a written request after payments have commenced
          in the form of installments, payments may be made in some other lesser
          number of substantially  equal annual installments or in a single lump
          sum paid on a date prior to the  otherwise  scheduled  payment  dates,
          provided,  however, effective immediately prior to the commencement of
          benefit payments pursuant to the participant's request, there shall be
          irrevocably  forfeited from the participant's  account an amount equal
          to ten percent  (10%) of the balance of that account.  Payments  shall
          then  be  made  based  on  the  participant's  account  balance  after
          reduction for the forfeiture noted above (plus any subsequent interest
          credits which may be credited to the account).

     Each  installment  or lump sum payment  shall include the rate of return on
     the  outstanding  account  balance  to the date on which  the  distribution
     occurs.  Except as specifically provided herein, 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 Committee will review the request and 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.

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
     prices 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.

                                       4
<PAGE>


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.

                                     PART V

                    DEFERRAL OF OPTION GAIN AND STOCK AWARDS

A.   PURPOSE AND EFFECT This Part V  authorizes  the  deferral of gains from the
     exercise of Stock  Options and the  deferred  receipt of Common  Stock that
     would otherwise be received due to a Stock Award, notwithstanding any other
     provision in the Plan to the  contrary.  The Stock Options and Stock Awards
     that may be subject to  deferral  elections  authorized  by this Part V are
     limited  to those  made  under the  following  stock  plans of the  Company
     (collectively, the "Stock Plans"):

          (a)  Darden Restaurants, Inc. Stock Plan for Directors;

          (b)  Darden Restaurants, Inc. 2002 Stock Incentive Plan; and

          (c)  any future stock plan,  agreement or  arrangement  of the Company
               that explicitly provides for such deferral elections.

     In  accordance   with  the  rules  set  forth  in  this  Part  V,  eligible
     Participants  may elect to (i)  defer  receipt  of all or a portion  of the
     shares of Common  Stock  representing  the net gain on  exercise of a Stock
     Option in connection with a Participant's  stock-for-stock  option exercise
     ("Option  Deferral")  and (ii) defer receipt of shares of Common Stock that
     would have been issued  under a Stock Award in exchange  for the  Company's
     agreement to pay deferred  compensation in the form of unrestricted  shares
     of Common  Stock  ("Stock  Deferral").  Grants of Stock  Options  and Stock
     Awards are governed by the Stock Plans, as they may be amended from time to
     time.  No stock  options  or shares of Common  Stock are  authorized  to be
     issued under this Plan (other than pursuant to Part III or IV of the Plan).
     Participants  who elect to make a deferral in  accordance  with this Part V
     will have no rights as  shareholders  of the Company  with respect to Stock
     Units credited to their Deferred Stock Unit Accounts.

B.   DEFINITIONS

     For purposes of this Part V, the terms defined  elsewhere in the Plan shall
     have the same meanings when used in this Part V unless a different  meaning
     is given in this Part V. In addition, the terms listed below shall have the
     following meanings:

          (a)  Common Stock shall mean the common stock,  without par value,  of
               Darden Restaurants, Inc.

          (b)  Compensation  Committee shall mean the Compensation  Committee of
               the Board of Directors of the Company.

          (c)  Deferred  Stock Unit Account  shall mean the account  established
               for each Participant in accordance with Subpart F of this Part V.

          (d)  Exercise  Date shall mean the date as of which a Stock  Option is
               exercised under the applicable Stock Plan.

          (e)  Net Shares shall mean:

               (i)  with respect to any Option Deferral pursuant to Subpart D of
                    this Part V, the number of shares of Common Stock subject to
                    the deferral  election  ("Deferred  Shares") as to which the
                    Stock Option has been  exercised,  less the number of shares
                    of Common Stock

                                       5
<PAGE>


                    delivered to pay the exercise price for the Deferred  Shares
                    in a stock-for-stock  exchange,  and less any shares used to
                    satisfy any taxes due at the time Stock  Units are  credited
                    due to the Option Deferral; and

               (ii) with respect to any Stock Deferral,  the number of shares of
                    Common Stock that are subject to the deferral  election that
                    would have been issued  pursuant to a Stock Award,  less any
                    shares  that are used to  satisfy  any taxes due at the time
                    Stock Units are credited due to the Stock Deferral.

          (f)  Participant  shall mean a person who is eligible  under Subpart C
               of this Part V to make an Option Deferral as described in Subpart
               D of this Part V or a Stock Deferral as described in Subpart E of
               this  Part V. A  person  who has  become a  Participant  shall be
               considered to continue as a  "participant"  within the meaning of
               the Plan (even if such person subsequently  becomes ineligible to
               make  deferrals  under  this  Part  V)  until  the  date  of  the
               Participant's death or, if earlier, the date when the Participant
               no longer satisfies the eligibility  requirements in Subpart C of
               this Part V and the  Participant  has received a distribution  of
               all of the Participant's Deferred Stock Unit Account.

          (g)  Stock Award shall mean any award of Common Stock  pursuant to one
               or more of the Company's Stock Plans.

          (h)  Stock Option shall mean any stock option granted  pursuant to one
               or more of the Company's Stock Plans.

          (i)  Stock Unit shall mean one of the units credited to  Participants'
               Deferred Stock Unit Accounts based on the number of Net Shares.

C.   ELIGIBILITY

     A person shall be eligible to make deferrals  pursuant to this Part V if he
     or she is a non-employee director of the Company. A person who ceases to be
     a  non-employee  director  of the  Company  shall not be  eligible  to make
     deferrals pursuant to this Part V.

D.   OPTION DEFERRAL

     As of any election  date that is (i) at least six full months in advance of
     the  applicable  Exercise Date and (ii) at least six full months in advance
     of the date the applicable Stock Option expires, a Participant may complete
     and submit to the Company an  irrevocable  election to defer receipt of Net
     Shares of Common  Stock  resulting  from a  stock-for-stock  exercise of an
     exercisable  Stock Option  granted to the  Participant  and to only pay for
     such exercise by tendering shares of Common Stock.  Such deferral  election
     shall specify the following:

          (a)  the  specific  Stock  Option  grant  and the  number of shares of
               Common Stock subject to the deferral election; and

          (b)  the  distribution  date and form of  distribution,  in accordance
               with the rules for payment under Part III of the Plan as modified
               by Subpart G below.

     A  Participant  may make a deferral  election with respect to all or only a
     portion of the shares of Common  Stock  subject to a Stock  Option  ("Stock
     Option").  The portion of a Stock Option subject to a deferral election may
     not be exercised until six full months after the deferral  election is made
     and must be exercised separately from the remainder of the Stock Option. No
     partial  exercise of the portion of a Stock Option  subject to the deferral
     election shall be permitted.  A Participant may not deliver cash in lieu of
     shares of Common  Stock to  satisfy  the Stock  Option  exercise  price for
     shares subject to a deferral election. All shares of Common Stock delivered
     to pay the exercise  price must, on the Exercise  Date,  have been owned by
     the Participant without restriction for at least six full months.

E.   STOCK DEFERRAL

                                       6
<PAGE>


     Prior to the date on which a Participant  would be granted a Stock Award, a
     Participant may complete and submit to the Company an irrevocable  election
     not to receive  shares of Common  Stock  pursuant to that award,

     and to be credited instead with a number of Stock Units equal to the number
     of Net Shares resulting from the deferral election.  Such deferral election
     shall specify the following:

          (a)  the anticipated Stock Award; and

          (b)  the  Distribution  Date and form of  distribution,  in accordance
               with  the  rules  for  payment  under  Part III of the  Plan,  as
               modified by Subpart G below.

     Any deferral election made pursuant to this Subpart E shall apply to all of
     the shares of Common Stock attributable to the specified Stock Award (after
     reduction  for any  portion  of the Stock  Award that the  Participant  has
     elected to receive in the form of an immediate cash payment).

F.   DEFERRED STOCK ACCOUNTS

     A  Deferred  Stock  Unit  Account  shall be  established  on behalf of each
     Participant  for Net Shares  deferred  under Subpart D or E of this Part V.
     The provisions of this Subpart F shall be subject to the following rules:

          (a)  For each Net Share  deferred,  a Stock Unit shall be  credited to
               the Participant's Deferred Stock Unit Account effective as of the
               applicable Exercise Date or, in the case of a Stock Deferral, the
               date of the Stock Award.

          (b)  On each payment  date for cash  dividends  paid on the  Company's
               Common  Stock,  the  Company  shall  pay to  each  Participant  a
               dividend equivalent amount equal to the cash dividends that would
               be payable by the  Company on a number of shares of Common  Stock
               equal  to  the  number  of  Stock  Units  then  credited  to  the
               Participant's   Deferred   Stock  Unit  Account.   Such  dividend
               equivalent amounts shall be paid directly to Participants in cash
               and shall not be eligible for deferral under this Plan.

          (c)  In the event that the Compensation  Committee determines that any
               dividend  or  other  distribution  (whether  in the form of cash,
               Common Stock,  securities  of a subsidiary of the Company,  other
               securities  or other  property),  recapitalization,  stock split,
               reverse  stock  split,  reorganization,   merger,  consolidation,
               split-up, spin-off, combination, repurchase or exchange of Common
               Stock or other securities of the Company, issuance of warrants or
               other rights to purchase Common Stock or other  securities of the
               Company, or other similar corporate  transaction or event affects
               the Common  Stock such that an  adjustment  to the  Participants'
               allocations  to their Deferred Stock Unit Accounts is appropriate
               to prevent  the  reduction  or  enlargement  of the  benefits  or
               potential  benefits intended to be made available under the Plan,
               then the Compensation Committee,  may, in its sole discretion and
               in such manner as it may deem  equitable,  adjust the Stock Units
               credited to the Participants' Deferred Stock Unit Accounts.

G.   PAYMENT OF DEFERRED AMOUNTS

     The rules  regarding  payment of  amounts  under Part III of the Plan shall
     apply to Deferred Stock Unit Accounts, except that

          (a)  payment of Deferred Stock Unit Accounts shall be made only in the
               form of shares of Common Stock and not in cash,

          (b)  payment  with respect to Stock Units that are  attributable  to a
               Stock  Deferral  shall  not  occur  prior  to the  time  when any
               transfer  restrictions  that would have  applied to the  relevant
               Stock Award would have ended; and

                                       7
<PAGE>



          (c)  unless the Participant elects otherwise prior to the commencement
               of payment,  the Company shall,  to the extent  permitted by law,
               withhold from the shares of Common Stock to be transferred to the
               Participant  the number of shares  sufficient  to satisfy any tax
               withholding required at the time of payment.

     Any  reduction  in the  amount  payable  required  in order to  receive  an
     accelerated  distribution pursuant to Section 3 of Subpart C in Part III of
     the Plan shall be rounded up to the nearest whole share.

H.   FORMS AND PROCEDURE

Deferral elections made pursuant to this Part V must be made in writing on forms
approved  by the  Compensation  Committee,  and shall be  subject  to such other
procedural rules as the Compensation Committee may establish.

I.   EFFECT ON STOCK OPTIONS AND RESTRICTED STOCK AWARDS

Deferral  elections made pursuant to this Part V shall constitute  amendments to
the Stock Options and Stock Awards to which the deferral  elections  apply.  Any
shares  of  Common  Stock  paid  pursuant  to  this  Part  V  on  account  of  a
Participant's  deferral  election  shall be deemed  issued  under the Stock Plan
under which the corresponding Stock Option or Stock Award was granted.

                                       8
<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>exhibit10lfy02.txt
<DESCRIPTION>EXHIBIT10L REST. MGMT. & EMP. STOCK PLAN OF 2000
<TEXT>
                                                                   EXHIBIT 10(l)

                            DARDEN RESTAURANTS, INC.

              RESTAURANT MANAGEMENT AND EMPLOYEE STOCK PLAN OF 2000

                   (AMENDED AND RESTATED AS OF JULY 26, 2002)


1.       PURPOSE OF THE PLAN

          The purpose of the Darden Restaurants,  Inc. Restaurant Management and
          Employee  Stock  Plan  of  2000  (the  "Plan")  is  to  assist  Darden
          Restaurants,  Inc., its subsidiaries and affiliates (i.e., entities in
          which Darden  Restaurants,  Inc. directly or indirectly owns an equity
          interest of 25% or more)  (collectively,  the "Company") in attracting
          and retaining able employees,  including but not limited to restaurant
          management  employees.  The Plan is designed to provide incentives and
          awards to employees who may be responsible for the management,  growth
          and sound development of the restaurants of the Company,  and to align
          the  interests  of  employees  with  the  interests  of the  Company's
          stockholders.  The Plan allows the Company to award  "Stock  Options",
          "Restricted Stock" or "Restricted Stock Units"  (hereinafter  defined)
          to its employees in lieu of salary  increases or other  consideration,
          compensation  or  benefits,  as an  incentive  award,  or as a  bonus,
          including  but not  limited  to a  "sign-on"  award  or bonus to a new
          employee at the time of his or her hiring.

2.       EFFECTIVE DATE, DURATION AND SUMMARY OF PLAN

         A.    Effective Date and Duration

               This Plan is effective as of January 1, 2000.  Awards may be made
               under the Plan until January 1, 2004.

         B.    Summary of Stock Option Provisions for Participants

               The stock  option  ("Stock  Option")  that may be  awarded  to an
               employee  under this Plan gives the  employee a right to purchase
               Darden Restaurants,  Inc. "Common Stock" (hereinafter defined) at
               a fixed  price at a future  date.  An  employee  will  receive an
               option  agreement in his or her name.  The option  agreement will
               contain  the term  and  other  conditions  of the  option  grant,
               including any  consideration the employee will forego or exchange
               as a condition of the grant.  In general,  each option  agreement
               will  state the  number of  shares  of Darden  Restaurants,  Inc.
               Common Stock that the employee can purchase from the Company, the
               price at which  shares may be  purchased,  and the last date upon
               which a purchase  may be made.  An award of Stock  Options  under
               this Plan will not  result in any  taxable  income at the time of
               receipt of the award and the option agreement.

               The price at which the employee may buy Darden Restaurants,  Inc.
               shares will be equal to the market price of the shares on the New
               York Stock  Exchange as of the day of the Stock Option award.  If
               the price of Darden Restaurants, Inc. Common Stock has risen when
               the Stock Option becomes  exercisable,  the employee will be able
               to gain by exercising the Stock Option.  The gain would equal the
               difference between the exercise price of the Stock Option and the
               market price of Darden  Restaurants,  Inc. shares on the date the
               employee  buys shares under the terms of the option  certificate.
               This  gain  would  be  taxable  to the  employee  at the  time of
               exercise,  unless  deferred in accordance  with the provisions of
               the Stock Option agreement.

               The employee will never be obligated to buy shares of the Company
               if he or she  does  not  wish to do so.  Once  the  Stock  Option
               becomes  exercisable,  the employee can continue to hold it as an
               employee  for its  remaining  term  before  making  the  decision
               whether  or not to buy shares of the  Company.  After the term of
               the Stock Option expires,  the rights under the Stock Option will
               lapse and it cannot be used by the employee.

                                       1
<PAGE>


               In general,  the employee  cannot sell or assign the Stock Option
               to any other  person.  The  specific  provisions  covering  Stock
               Option  transferability  are  covered  in  Section  10 and  other
               portions of the Plan.

3.       ADMINISTRATION OF THE PLAN

          The Plan will be  administered  by the  Compensation  Committee of the
          Company (the  "Committee").  The Committee will be comprised solely of
          non-employee,  independent  members of the Board of  Directors  of the
          Company (the  "Board")  appointed  in  accordance  with the  Company's
          Articles  of  Incorporation  and  By-laws.   Subject  to  the  express
          provisions of the Plan and  applicable  law, the  Committee  will have
          authority  to: (i) adopt rules and  regulations  for  carrying out the
          purpose  of the Plan;  (ii)  select  the  employees  to whom  "Awards"
          (hereinafter  defined)  will be made;  (iii)  determine  the number of
          shares to be awarded and the other terms and  conditions  of Awards in
          accordance  with the provisions of the Plan;  (iv) amend the terms and
          conditions of any Award or agreement relating to any Award,  provided,
          however,  that, except as otherwise  provided in Section 4 hereof, the
          Committee  shall not reprice,  adjust or amend the  exercise  price of
          Stock  Options  previously  awarded  to any  Participant  (hereinafter
          defined),  whether  through  amendment,  cancellation  and replacement
          grant, or any other means; (v) determine  whether,  to what extent and
          under what circumstances  cash, Common Stock and other amounts payable
          with  respect  to an Award  under the Plan  shall be  deferred  either
          automatically  or at the  election  of the  holder of the Award or the
          Committee; and (v) interpret, construe and implement the provisions of
          the Plan. In addition, if at any time Rule 16b-3 or any successor rule
          ("Rule 16b-3") under the  Securities  Exchange Act of 1934, as amended
          (the "1934 Act"),  so permits,  the  Committee may delegate its duties
          under the Plan, in whole or in part to the Chief Executive Officer and
          to other senior officers of the Company if so doing will not adversely
          affect the Plan's  exemption  from  Section 16 of the 1934 Act (or any
          successor  provisions)  provided  by Rule 16b-3.  Notwithstanding  the
          foregoing,  only the Committee may select and make other  decisions as
          to Awards to employees  who are  executives  of the Company,  provided
          that officers and  directors who are subject to reporting  obligations
          under  Section 16 of the 1934 Act are not  eligible to receive  Awards
          under this Plan. The Committee (or its permitted delegate) may correct
          any defect or supply any omission or reconcile  any  inconsistency  in
          any  agreement  relating to any Award under the Plan in the manner and
          to the extent it deems  necessary.  Decisions of the Committee (or its
          permitted  delegate)  shall be final,  conclusive and binding upon all
          parties, including the Company, stockholders and employees.

4.       COMMON STOCK SUBJECT TO THE PLAN

          Only the shares of common  stock of the  Company  (without  par value)
          ("Common Stock") held in the Company's  treasury may be transferred to
          the employee upon  exercise of a Stock  Option,  awarded as Restricted
          Stock,  or transferred  upon  expiration of the restricted  period for
          Restricted Stock Units.

          The Committee,  in its discretion,  may require, as a condition to the
          grant of Stock  Options,  Restricted  Stock or Restricted  Stock Units
          (collectively,  "Awards"),  the  deposit of Common  Stock owned by the
          employee  receiving  such grant,  and, if the required  deposit is not
          made  or  maintained   during  the  required  holding  period  or  the
          applicable restricted period, the forfeiture of such Awards.  Required
          deposits  of Common  Stock may not be sold,  pledged,  transferred  or
          assigned  during the applicable  holding period or restricted  period.
          The  Committee  may also  determine  whether  any shares  issued  upon
          exercise of a Stock Option will be restricted in any manner.

          Subject to the  following  provisions  of this  Section 4, the maximum
          aggregate  number of treasury shares of Common Stock  authorized under
          the Plan and for which  Awards  may be granted  is five  million  four
          hundred  thousand  (5,400,000).   Upon  the  expiration,   forfeiture,
          termination or cancellation,  in whole or in part, of Restricted Stock
          Units  or  unexercised  Stock  Options,  or the  forfeiture  or  other
          reacquisition by the Company of shares of Restricted Stock, the shares
          of  Common  Stock  held  in  the  Company's  treasury  and  previously
          allocated to such Stock Options,  Restricted Stock or Restricted Stock
          Units will again be available for Awards under the Plan. To the extent
          that any shares of Common Stock  covered by an Award are not delivered
          to a Participant  (as hereafter  defined) or beneficiary  because such
          shares are used to satisfy the applicable tax withholding  obligation,
          such shares shall not be deemed to have been delivered for purposes of
          determining the maximum number of shares of Common Stock available for
          delivery  under

                                       2
<PAGE>

          the Plan. If the exercise  price of any Stock Option granted under the
          Plan (and/or the applicable  tax  withholding  obligation  relating to
          such exercise) is satisfied by tendering shares of Common Stock to the
          Company,  only the number of shares of Common  Stock issued net of the
          shares of Common Stock tendered shall be deemed delivered for purposes
          of determining  the maximum number of shares of Common Stock available
          for delivery  under the Plan. In addition,  any shares of Common Stock
          that are  purchased  by the  Company in the open  market or in private
          transactions  having an aggregate  purchase  price no greater than the
          amount of cash  proceeds  received by the Company from the exercise of
          Stock  Options under the Plan will again be available for Awards under
          the Plan.

          The number of shares subject to the Plan, the  outstanding  Awards and
          the  exercise  price per share of  outstanding  Stock  Options  may be
          appropriately adjusted by the Committee in the event that:

          (i)  the number of outstanding  shares of Common Stock will be changed
               by   reason   of   split-ups,    spin-offs,    combinations    or
               reclassifications of shares;

          (ii) any stock  dividends  are  distributed  to the  holders of Common
               Stock;

          (iii)the Common Stock is converted  into or exchanged for other shares
               as a result of a merger  or  consolidation  (including  a sale of
               assets) or other  recapitalization,  or similar events occur that
               affect the value of the Common Stock; or

          (iv) the Committee  determines  such  adjustments  are  appropriate to
               prevent  a  material  dilution  or  material  enlargement  of the
               benefits or  potential  benefits  intended  to be made  available
               under the Plan.

5.       ELIGIBLE PERSONS

          Only  persons who are  employees  of the Company  shall be eligible to
          receive Awards under the Plan ("Participants").  No Award will be made
          to any member of the Committee, any other non-employee director of the
          Company,   or  any  officer  or  director  subject  to  the  reporting
          obligations of Section 16 of the 1934 Act.

6.       PURCHASE PRICE OF STOCK OPTION SHARES

          The  purchase  price  for  each  share  of  Common  Stock  that may be
          purchased under a Stock Option will not be less than 100% of the "Fair
          Market Value"  (hereinafter  defined) of the shares of Common Stock on
          the date of grant.  "Fair Market Value",  as used in the Plan,  equals
          the mean of the high and low  prices  of the  Common  Stock on the New
          York Stock Exchange on the applicable date.

7.       STOCK OPTION TERM AND TYPE

          The term of any Stock  Option  may not  exceed ten (10) years from the
          date of grant and will  expire as of the close of business on the last
          day of the  designated  term,  unless  terminated  earlier  under  the
          provisions  of the Plan.  All Stock  Option  grants under the Plan are
          non-qualified  stock  options  governed by Section 83 of the  Internal
          Revenue Code of 1986, as amended (the "Code").

8.       EXERCISE OF STOCK OPTIONS

          A.   Except as provided in Sections 12 and 13 ("Change of Control" and
               "Termination of Employment"),  each Stock Option may be exercised
               no sooner from the date of grant than in increments of one-fourth
               after one year,  one-fourth  after two  years,  one-fourth  after
               three  years and  one-fourth  after  four  years,  subject to the
               Participant's  continued  employment  with the  Company and other
               terms and conditions prescribed by the Committee. Notwithstanding
               the  foregoing,  the  Committee  (or its  delegate) may specify a
               longer period before a Stock Option may be exercised.

                                       3
<PAGE>


          B.   A  Participant  exercising a Stock Option must notify the Company
               prior to 5:00 P.M. EST/EDT on the day of exercise,  which must be
               a business day at the offices of the Company's Restaurant Support
               Center. The notification of such exercise must include the number
               of  shares  to  be  purchased.  At  the  time  of  purchase,  the
               Participant  must  tender the full  purchase  price of the shares
               purchased. Until such payment has been made and a certificate (or
               certificates)  for the shares  purchased  has been  issued in the
               Participant's  name, the Participant  will possess no stockholder
               rights with respect to such shares. Payment of the purchase price
               will be made to the Company as follows, subject to any applicable
               rules or regulations adopted by the Committee:

               (i)  in  cash  (including  check,  draft,  money  order  or  wire
                    transfer payable to the order of the Company); or

               (ii) through the  delivery of shares of Common Stock owned by the
                    Participant; or

               (iii)to the extent  permitted  by law and  pursuant  to any rules
                    the  Committee  may  adopt,  by  directing  the  Company  to
                    withhold  from any shares of Common Stock to be  transferred
                    to the Participant, all or a portion of such shares; or

               (iv) by a combination of (i), (ii) or (iii) above.

               For  purposes  of  determining  the  amount  of a  payment  under
               subsections  (ii) or (iii),  above,  the Common Stock will have a
               value equal to its Fair Market Value on the date of exercise.

          C.   The Committee may permit a Participant  to elect to defer receipt
               of all or a portion of the shares of Common Stock  issuable  upon
               exercise of a Stock Option,  all on such terms and  conditions as
               the Committee shall determine (including through the terms of the
               FlexComp Plan).

9.      RESTRICTED STOCK AND RESTRICTED STOCK UNITS

          With respect to Awards of Restricted Stock and Restricted Stock Units,
          the Committee will:

          (i)  select  Participants  to whom Awards will be made,  provided that
               Restricted  Stock Units may only be awarded to Company  employees
               who are employed outside the United States;

          (ii) determine the number of shares of Restricted  Stock or the number
               of Restricted Stock Units to be awarded;

          (iii)determine the length of the restricted  period,  which may not be
               less  than  one  year,  provided,  however,  that  effective  for
               Restricted Stock granted on or after June 1, 2000, the restricted
               period  may be  accelerated  to  less  than  one  year  based  on
               performance goals established by the Committee;

          (iv) determine  the  consideration,  if any,  to be  exchanged  by the
               Participant  as a  condition  to a grant of  Restricted  Stock or
               Restricted Stock Units; and

          (v)  determine any restrictions in addition to those set forth in this
               Section 9.

          Any shares of Restricted Stock granted under the Plan may be evidenced
          in such manner as the Committee deems appropriate,  including, without
          limitation,  by  book-entry  registration  or  by  issuance  of  stock
          certificates. Such shares may be held in escrow.

          Subject  to the  restrictions  set  forth  in  this  Section  9,  each
          Participant  who receives  Restricted  Stock will have all rights as a
          stockholder  with respect to such shares,  including the right to vote
          the shares and receive dividends and other distributions.

                                       4
<PAGE>


          Each Participant who receives  Restricted Stock Units will be eligible
          to receive, at the expiration of the applicable restricted period, one
          share of Common  Stock for each  Restricted  Stock Unit  awarded.  The
          Company will transfer the amount of Common Stock from treasury  shares
          and  register  a  certificate  in the name of each  such  Participant.
          Participants who receive Restricted Stock Units will have no rights as
          stockholders  with respect to such  Restricted  Stock Units until such
          time as share  certificates  for Common Stock are  transferred  to the
          Participants.  However,  quarterly  during the  applicable  restricted
          period for all  Restricted  Stock Units awarded  under this Plan,  the
          Company will pay to each such  Participant  an amount equal to the sum
          of all dividends and other  distributions  paid by the Company  during
          the prior quarter on an equivalent number of shares of Common Stock.

          Subject  to the  provisions  of Section  12, for awards of  Restricted
          Stock or  Restricted  Stock Units that have a deposit  requirement,  a
          Participant  will  be  eligible  to  vest  only  in  those  shares  of
          Restricted Stock or Restricted Stock Units for which  personally-owned
          shares  are  on  deposit   with  the   Company  as  of  the  date  the
          Participant's employment with the Company terminates.

          The Committee may permit a Participant to elect to transfer  shares of
          Restricted   Stock  to  the  Company  in   exchange   for  a  deferred
          compensation right or Restricted Stock Units or elect to defer receipt
          of  all  or a  portion  of the  shares  of  Common  Stock  subject  to
          Restricted  Stock  Units,  all on such  terms  and  conditions  as the
          Committee shall determine (including through the terms of the FlexComp
          Plan).

          The total number of shares of Common Stock issued  through the vesting
          of Awards of Restricted  Stock or Restricted Stock Units granted under
          the Plan will not  exceed  five  percent  (5%) of the total  number of
          shares  authorized for this Plan. No single  Participant  will receive
          Awards of Restricted  Stock or  Restricted  Stock Units under the Plan
          if, upon vesting, would exceed two percent (2%) of the total number of
          shares authorized for the Plan.

10.      NON-TRANSFERABILITY

          Except as  otherwise  provided  in Section 9, no shares of  Restricted
          Stock  and  no  Restricted   Stock  Units  may  be  sold,   exchanged,
          transferred,  pledged,  or assigned  during the restricted  period.  A
          Participant  may not sell,  exchange,  transfer,  pledge or assign any
          Stock Options awarded under this Plan except (i) by the  Participant's
          last will and testament  through the executor or legal  representative
          of the deceased Participant's estate or (ii) by the applicable laws of
          descent and  distribution,  or (iii) by gift to a "family member",  as
          defined by the  Committee,  from a  Participant  who is subject to the
          reporting  requirements  of Section 16 of the 1934 Act and is eligible
          for  retirement  (age 55 with 10 years of  service) at the time of the
          gift.  Stock Options  granted under this Plan may be exercised  during
          the  Participant's  lifetime  only  by the  Participant  or his or her
          guardian or legal representative.  After death, such Stock Options may
          be exercised in accordance  with Section 13B.  Other than as set forth
          in this Plan, no Award under the Plan will be subject to anticipation,
          alienation, sale, transfer, assignment, pledge, encumbrance or charge,
          and any attempt to the contrary will be void.

11.      WITHHOLDING TAXES

          As conditions  precedent to the  obligations of the Company to deliver
          shares of Common  Stock upon the  exercise of a Stock  Option,  and to
          transfer  shares of  unrestricted  Common Stock from the treasury upon
          the  vesting  of  Restricted  Stock or  Restricted  Stock  Units,  the
          Participant  must pay to the  Company  cash in an amount  equal to all
          required federal, state, local and foreign withholding taxes.

          Notwithstanding  the  foregoing,  to the extent  permitted  by law and
          pursuant  to any rules the  Committee  may adopt,  a  Participant  may
          authorize  and direct the Company to satisfy any such tax  withholding
          requirement by withholding the number of shares  sufficient to satisfy
          the withholding  obligation from the Common Stock to be transferred to
          the Participant.


                                       5
<PAGE>


12.      CHANGE OF CONTROL

          Each  outstanding  Stock  Option  will  become  immediately  and fully
          exercisable  for a period of six (6) months  following the date of any
          of the following occurrences (each called 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  twenty  percent  (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.

          After such six-month period, the normal option exercise  provisions of
          the Plan will govern. If a Participant is terminated as an employee of
          the Company within two (2) years after any of the events  specified in
          (i), (ii) or (iii),  his or her outstanding  Stock Options on the date
          of termination  will become  immediately  exercisable  for a period of
          three (3) months.

          For Stock  Option  grants that  require the deposit of  employee-owned
          Common  Stock  as  a  condition  to  obtaining  rights  and  that  are
          outstanding  as of the date of any such  Change  of  Control,  (a) the
          deposit  requirement  will  terminate  on the  date of the  Change  of
          Control  and  deposited  stock  will  be  promptly   returned  to  the
          Participant,  and (b) any  restrictions  on the sale of shares  issued
          upon the exercise of any such Stock Option will lapse.

          In the event of a Change of Control,  a  Participant  will vest in all
          shares of Restricted Stock and Restricted Stock Units effective on the
          date of the Change of  Control,  and any  matching  deposits of Common
          Stock will be promptly returned to the Participant.

13.      TERMINATION OF EMPLOYMENT

          A.   Termination of Employment

               If the Participant's  employment with the Company  terminates for
               any  reason  other  than as  specified  in this  Section  13, the
               Participant's Stock Options will terminate three (3) months after
               such  termination  and all  shares  of  Restricted  Stock and all
               Restricted  Stock  Units that are subject to  restriction  on the
               termination  date will be  forfeited  by the  Participant  to the
               Company. In the event a Participant's employment with the Company
               is terminated for the  convenience of the Company,  as determined
               by the Committee, the Committee (or its delegate), in its (or its
               delegate's) sole  discretion,  may vest the Participant in all or
               any portion of  outstanding  Stock  Options  (which  shall become
               exercisable)  and/or  shares of  Restricted  Stock or  Restricted
               Stock Units awarded to such Participant, effective as of the date
               of such  termination  or according to any other schedule that the
               Committee (or its delegate) deems appropriate.

               In addition, and notwithstanding the foregoing provisions of this
               Section  13A,  effective  for Stock  Options  granted on or after
               March 21, 2001, if a Participant's employment with the Company is
               terminated  for the  convenience  of the  Company and for reasons
               other  than  cause  (as  determined  by the  Committee),  and the
               Participant's  combined age and years of service with the Company
               equal  at  least  70 at the  time of such  termination,  then the
               Participant's  Stock  Options  that would have vested  within two
               years  from  the  date  of  termination  shall  vest  and  become
               immediately

                                       6
<PAGE>

               exercisable,   and  shall  expire  on  the  earlier  of  (i)  the
               expiration  date  of  such  Stock  Options,  or  (ii)  two  years
               following the termination of employment.

          B.   Death

               If a Participant  dies while  employed by the Company,  any Stock
               Option previously granted under this Plan may be exercised by the
               following persons to the full extent that such Stock Option could
               have  been  exercised  by the  Participant  immediately  prior to
               death:  (i) by the person  (which  may  include  any  individual,
               corporation, partnership, association or trust) designated in the
               Participant's  last will and testament or, (ii) in the absence of
               such  designation,  by  the  executor  or  administrator  of  the
               Participant's  estate,  or (iii) by the  person to whom the Stock
               Option has been  transferred to by such executor or administrator
               pursuant  to Section  10, or (iv) by the donee of a Stock  Option
               made  pursuant  to Section  10 (iii).  Outstanding  Stock  Option
               grants that are not otherwise exercisable as of the date of death
               will vest and become  exercisable in a pro-rata amount,  based on
               the ratio that the number of full months of employment  completed
               during the Stock Option's vesting period,  from the date of grant
               to the date of death,  bears to the number of full  months in the
               Stock  Option's  vesting  period.

               If a Participant  dies while employed by the Company,  his or her
               Stock Option grants  conditioned  on a deposit of  employee-owned
               Common Stock may be exercised as provided in the first  paragraph
               of this Section 13B, subject to the following special conditions:

               (i)  any  restrictions  on the  sale of  shares  issued  upon the
                    exercise of any such Stock Option will cease; and

               (ii) any employee-owned Common Stock deposited by the Participant
                    as a condition  to the Stock  Option  grant will be promptly
                    returned to the person  (which may  include any  individual,
                    corporation,  partnership,  association or trust) designated
                    in the  Participant's  last  will and  testament  or, in the
                    absence of such designation,  to the  Participant's  estate,
                    and all  requirements  regarding  deposit by the Participant
                    will terminate.

          A Participant  who dies during any applicable  restricted  period will
          vest in a  proportionate  number  of  shares  of  Restricted  Stock or
          Restricted  Stock  Units,  effective  as of the  date  of  death.  The
          proportionate  vesting  will be based on the ratio  that the number of
          full months of employment completed during the restricted period prior
          to the  date of  death  bears  to the  number  of full  months  in the
          applicable restricted period.

          C.   Retirement

               The Committee will determine, at the time of grant, the treatment
               of a Stock Option upon the retirement of the Participant.  Unless
               other terms are specified in the original Stock Option grant, and
               except for Stock  Options  granted on or after March 21,  2001, a
               Participant who retires from the Company at or after age 55, with
               10 years of service  with the  Company,  may  exercise  the Stock
               Option according to its original terms and conditions.  For Stock
               Option grants conditioned on the deposit of employee-owned Common
               Stock,  any  restrictions  on the sale of shares  issued upon the
               exercise  of any  such  Stock  Option  will  lapse on the date of
               retirement of a  Participant  at or after age 55 with 10 years of
               service with the Company.  Effective for Stock Options granted on
               or after March 21,  2001,  if a  Participant  retires on or after
               reaching age 55 with 10 years of service  with the Company,  then
               upon such  retirement,  such Stock  Options  shall fully vest and
               become  immediately  exercisable  and retain the same  Expiration
               Date as determined at the time of grant.

               A  Participant  shall be fully vested in all shares of Restricted
               Stock or Restricted Stock Units upon attainment of age 65 (unless
               any such award specifically provides otherwise).

                                       7
<PAGE>


               Unless the applicable Award provides otherwise, a Participant who
               retires  at or after  age 55 with 10 years  of  service  with the
               Company,  but prior to age 65, during any  applicable  restricted
               period  may  elect  either  of  the  following  alternatives  for
               Restricted Stock or Restricted Stock Units:

               (a)  leave employee-owned  shares on deposit with the Company and
                    vest in all shares of Restricted  Stock or Restricted  Stock
                    Units,   effective  as  of  the  earlier  of  the  date  the
                    Participant   attains  age  65  or  the  expiration  of  the
                    applicable restricted period; or

               (b)  withdraw  employee-owned  shares and vest in a proportionate
                    number of shares of  Restricted  Stock or  Restricted  Stock
                    Units as of the date the  shares on deposit  are  withdrawn.
                    The  proportionate  vesting  will be based on the ratio that
                    the number of full months of employment completed during the
                    restricted  period prior to the date of retirement  bears to
                    the  number  of full  months  in the  applicable  restricted
                    period.

          D.   Spin-offs

               If termination  of employment is due to the cessation,  transfer,
               or spin-off of a complete  line of business of the  Company,  the
               Committee, in its sole discretion, may determine the treatment of
               all outstanding Awards under the Plan.

          E.   Non-Competition

               Effective  for Stock  Options  granted on or after June 21, 1999,
               recipients  of such Stock  Options shall not, for a period of two
               years following  termination of their employment with the Company
               for any reason  whatsoever  (including  retirement),  directly or
               indirectly, (i) own, manage or operate, be employed by, or render
               consulting,  advisory  or  other  services  to,  any  enterprise,
               corporation  or  business  that owns or  operates  casual  dining
               restaurants,   anywhere  in  the  United   States  or  Canada  (a
               "Competitor"),  or (ii)  solicit  or induce  any person who is an
               employee  of the Company to own,  manage or operate,  be employed
               by,  or  render  consulting,  advisory  or other  services  to, a
               Competitor. Notwithstanding anything to the contrary contained in
               paragraphs  A through D of this  Section 13, upon  violation by a
               Participant  of the  non-compete  provisions of this paragraph E,
               all of such  Participant's  outstanding Stock Options will expire
               on the earlier of (i) the  expiration  date of the Stock Options,
               or (ii) three  months  following  the date of  employment  with a
               Competitor or other prohibited competitive action.

14.      AMENDMENTS OF THE PLAN

          The Plan may be  terminated,  modified,  or  amended  by the  Board of
          Directors  of  the  Company  or,  subject  to the  limitations  of its
          delegated authority,  by the Committee. In addition, the Committee may
          from time to time  prescribe,  amend and rescind rules and regulations
          relating to the Plan.  Subject to approval of the Board of  Directors,
          the  Committee  may at any time  terminate or suspend the operation of
          the Plan,  provided that the Committee may take no action  without the
          approval of the Board of Directors of the Company that would:

          (i) materially  increase the number of shares that may be issued under
          the Plan;

          (ii) materially  increase the benefits accruing to Participants  under
          the Plan; or

          (iii)  materially  modify  the  requirements  as  to  eligibility  for
          participating in the Plan.

          The Board of  Directors  will have  authority  to cause the Company to
          take any  action  related to the Plan that may be  required  to comply
          with the  provisions of the  Securities  Act of 1933, as amended,  the
          1934 Act, and the rules and  regulations  prescribed by the Securities
          and Exchange Commission. Any such action will be at the expense of the
          Company.

                                       8
<PAGE>


          Except as provided for in the preceding, no termination, modification,
          suspension,  or amendment of the Plan shall alter or impair the rights
          of any  Participant  pursuant to a prior Award  without the consent of
          the Participant. There is no obligation for uniformity of treatment of
          Participants under the Plan.

15.      FOREIGN JURISDICTIONS; GOVERNING LAW

          If not  inconsistent  with the intent of the Plan,  the  Committee may
          adopt, amend, and terminate such arrangements as it may deem necessary
          or desirable to provide tax  advantages  or other  benefits  under the
          laws of any foreign jurisdiction to Participants subject to such laws.
          Notwithstanding  the foregoing,  the provisions of this Plan are to be
          construed under, and governed by, the laws of the State of Florida.

16.      NOTICE

          All notices to the Company  regarding  the Plan must be in writing and
          will be effective when actually received by the Company.  Notices must
          be sent to:

                  Darden Restaurants, Inc.
                  5900 Lake Ellenor Dr.
                  Orlando, FL 32809
                  Attn:  General Counsel

                                       9
<PAGE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>9
<FILENAME>exhibit12fy02.txt
<DESCRIPTION>EXHIBIT12  RATIO OF CONSO. EARNINGS - FIXED CHRGS
<TEXT>
                                                                      EXHIBIT 12

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

                                                                      Fiscal Year Ended
- -----------------------------------------------------------------------------------------------------------------------
                                              May 26,         May 27,        May 28,         May 30,       May 31,
                                                2002           2001            2000           1999           1998
- -----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>             <C>           <C>              <C>            <C>
Consolidated Earnings from Operations
   before Income Taxes (1).................   $   363,309     $ 301,218     $    273,907     $  215,875     $  153,672
Plus Fixed Charges:
   Gross Interest Expense..................        41,493        35,196           24,999         21,015         21,527
   40% of Restaurant and Equipment
       Minimum Rent Expense................        20,600        19,352           18,834         18,914         17,042
                                              -----------     ---------     ------------     ----------     ----------
             Total Fixed Charges...........   $    62,093     $  54,548     $     43,833     $   39,929     $   38,569
Less Capitalized Interest..................        (3,653)       (3,671)          (1,910)          (593)        (1,018)
                                              -----------     ---------     ------------     ----------     ----------
Consolidated Earnings from Operations
   before Income Taxes Available to
   Cover Fixed Charges.....................   $   421,749     $ 352,095     $    315,830     $  255,211     $  191,223
                                              ===========     =========     ============     ==========     ==========

Ratio of Consolidated Earnings to Fixed
   Charges (1).............................          6.79          6.45             7.21           6.39           4.96
                                              ===========     =========     =============    ==========     ==========


- -----------------------------------------------------------------------------------------------------------------------
<FN>


     (1) The computation of the Company's ratio of consolidated earnings to
         fixed charges, before restructuring and asset impairment net credit, is
         as follows:
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                                                      Fiscal Year Ended
- ----------------------------------------------------------------------------------------------------------------------
                                              May 26,         May 27,        May 28,         May 30,       May 31,
                                                2002           2001            2000           1999          1998
- ----------------------------------------------------------------------------------------------------------------------
<S>                                          <C>             <C>            <C>             <C>            <C>

Consolidated Earnings from Operations,
   before Restructuring and Asset
   Impairment Net Credit and Income
   Taxes ..................................  $   360,741     $   301,218    $   267,976     $   207,414    $   153,672
                                             ===========     ===========    ===========     ===========    ===========

Ratio of Consolidated Earnings, before
   Restructuring and Asset Impairment Net
   Credit, to Fixed Charges..................
                                                    6.75            6.45           7.07            6.18           4.96
                                             ===========     ===========    ===========     ===========    ===========


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




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>10
<FILENAME>exhibit13.txt
<DESCRIPTION>EXHIBIT13 DISCUSSION AND ANALYSIS OF FIN. COND.
<TEXT>

                                                                      EXHIBIT 13

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This  discussion and analysis  should be read in conjunction  with the Company's
consolidated  financial  statements  and related  notes found  elsewhere in this
report.

As of May 26, 2002,  Darden  Restaurants,  Inc. (Darden or the Company) operated
1,211 Red Lobster,  Olive Garden, Bahama Breeze, and Smokey Bones BBQ Sports Bar
restaurants  in the United  States and Canada and  licensed  33  restaurants  in
Japan. All of the restaurants in the U.S. and Canada are operated by the Company
with no franchising. Darden's fiscal year ends on the last Sunday in May. Fiscal
2002, 2001, and 2000 each consisted of 52 weeks of operation.

On March 21, 2002,  the Company's  Board of Directors  declared a  three-for-two
stock split of the Company's  common stock.  The stock split was effected in the
form of a 50 percent stock dividend which was distributed to stockholders on May
1, 2002,  for all  stockholders  of record as of the close of business April 10,
2002.  All  applicable  references  to number of shares and per share amounts of
common stock have been adjusted to reflect the stock split.

RESULTS OF OPERATIONS FOR FISCAL 2002, 2001, AND 2000

The following table sets forth selected  operating data as a percentage of sales
for the periods  indicated.  All  information  is derived from the  consolidated
statements of earnings for the periods indicated.
<TABLE>
<CAPTION>

                                                                                         Fiscal Years
- -------------------------------------------------------------------------------------------------------------------
                                                                     2002             2001             2000
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>              <C>

Sales.........................................................       100.0%           100.0%           100.0%
Costs and Expenses:
   Cost of sales:
     Food and beverage........................................        31.7             32.6             32.6
     Restaurant labor.........................................        31.4             31.6             32.2
     Restaurant expenses......................................        14.4             14.0             13.9
                                                                     ------           ------           ------
       Total Cost of Sales....................................        77.5%            78.2%            78.7%
   Selling, general, and administrative.......................         9.7              9.8              9.9
   Depreciation and amortization..............................         3.8              3.7              3.6
   Interest, net..............................................         0.8              0.8              0.6
   Restructuring and asset impairment credit, net.............        (0.1)              --             (0.2)
                                                                     ------           ------           ------
             Total Costs and Expenses.........................        91.7%            92.5%            92.6%
                                                                     ------           ------           ------

Earnings before Income Taxes..................................         8.3              7.5              7.4
Income Taxes..................................................         2.9              2.6              2.6
                                                                     ------           ------           ------

Net Earnings..................................................         5.4%             4.9%             4.8%
                                                                     ======           ======           ======

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

SALES

Sales were $4.4  billion in fiscal 2002,  $4.0 billion in fiscal 2001,  and $3.7
billion in fiscal 2000.

The 9.4 percent increase in sales for fiscal 2002 was primarily due to increased
annual  same-restaurant sales in the U.S. and a net increase of 43 Company-owned
restaurants  since fiscal 2001.  Increased  U.S.  same-restaurant  sales for Red
Lobster totaled 6.2 percent and resulted  primarily from a 2.8 percent  increase
in average  check and a 3.4 percent  increase in guest  counts.  Increased  U.S.
same-restaurant  sales  for  Olive  Garden  totaled  6.3  percent  and  resulted
primarily  from a 3.1  percent  increase  in  average  check  and a 3.2  percent
increase in guest  counts.  Red Lobster and Olive  Garden have enjoyed 18 and 31
consecutive quarters of U.S. same-restaurant sales increases, respectively.

The 8.6 percent increase in sales for fiscal 2001 was primarily due to increased
annual  same-restaurant sales in the U.S. and a net increase of 29 Company-owned
restaurants  since fiscal 2000.  Increased  U.S.  same-restaurant  sales for Red
Lobster totaled 5.9 percent and resulted  primarily from a 4.8 percent  increase
in average  check and a 1.1

                                       1
<PAGE>

percent increase in guest counts. Increased U.S. same-restaurant sales for Olive
Garden totaled 7.2 percent and resulted primarily from a 4.9 percent increase in
average check and a 2.3 percent increase in guest counts.

COSTS AND EXPENSES

Total costs and  expenses  were $4.0  billion in fiscal  2002,  $3.7  billion in
fiscal 2001, and $3.4 billion in fiscal 2000. As a percent of sales, total costs
and expenses have  decreased from 92.6 percent in fiscal 2000 to 92.5 percent in
fiscal  2001 to 91.7  percent in fiscal  2002.  The  following  analysis  of the
components of total costs and expenses is presented as a percent of sales.

Food and beverage costs  decreased in fiscal 2002 primarily as a result of lower
product costs and pricing  changes.  The  comparability  in fiscal 2001 and 2000
food and  beverage  costs is  primarily a result of pricing  changes,  favorable
menu-mix changes, and other efficiencies  resulting from higher sales volumes in
fiscal 2001, offset by higher product costs in fiscal 2001.

Restaurant labor decreased in fiscal 2002 and 2001 primarily due to efficiencies
resulting from higher sales volumes.

Restaurant expenses include lease, property tax, credit card, utility,  workers'
compensation,   new  restaurant  pre-opening,   and  other  operating  expenses.
Restaurant  expenses increased in fiscal 2002 primarily as a result of increased
workers'  compensation,  credit  card,  new  restaurant  pre-opening,  and other
operating  expenses which were only partially  offset by lower utility  expenses
and the impact of higher sales volumes.  Restaurant  expenses in fiscal 2001 and
2000 were  comparable,  primarily as a result of higher sales  volumes in fiscal
2001 and the fixed  component of  restaurant  expenses in fiscal 2001 which were
not  impacted by higher  sales  volumes,  offset by higher  fiscal 2001  utility
expenses.

Selling, general, and administrative expenses decreased in fiscal 2002 primarily
as a  result  of  decreased  national  television  marketing  expenses  and  the
favorable  impact of higher sales volumes in fiscal 2002,  which were  partially
offset by the Company's  fiscal 2002 donation made as a result of the industry's
Dine Out for America benefit and other incremental  fiscal 2002 donations to the
Darden  Restaurants,  Inc.  Foundation.  Selling,  general,  and  administrative
expenses  in fiscal  2001 were less than fiscal  2000  expenses  primarily  as a
result of reduced  marketing  expenses and the favorable  impact of higher sales
volumes in fiscal 2001,  which were partially  offset by additional  labor costs
associated with new concept expansion and development.

Depreciation  and  amortization  expense  increased  in  fiscal  2002  and  2001
primarily as a result of new restaurant and remodel  activity,  partially offset
by the favorable impact of higher sales volumes.

Net  interest  expense in fiscal 2002 was  comparable  to fiscal 2001  primarily
because increased interest expense associated with higher debt levels was offset
by the impact of higher  fiscal  2002 sales  volumes.  Net  interest  expense in
fiscal 2001  increased  over fiscal 2000  primarily  due to  increased  interest
expense  associated  with  higher  debt  levels in fiscal  2001,  which was only
partially offset by the impact of higher fiscal 2001 sales volumes.

Pre-tax  restructuring credits of $2.6 million and $8.6 million were recorded in
fiscal 2002 and 2000,  respectively.  The reversals  resulted  primarily because
lease  terminations in connection with the Company's  fiscal 1997  restructuring
were more  favorable  than  projected.  During fiscal 2000, an asset  impairment
charge of $2.6 million was  recognized  related to  write-downs  of the value of
certain  properties  held for  disposition.  These  amounts had no effect on the
Company's cash flow. No  restructuring  credit or asset  impairment  expense was
recognized  in earnings  during  fiscal 2001.  As of May 26,  2002,  there was a
remaining  restructuring  liability  balance  of  $1.9  million,  which  relates
primarily to lease buy-out costs  associated  with one closed leased property in
which the lease term does not expire until March 2011.

INCOME TAXES

The effective  income tax rate for fiscal 2002, 2001, and 2000 was 34.6 percent,
34.6 percent, and 35.5 percent,  respectively.  The comparability of fiscal 2002
and 2001  effective  rates was  primarily  a result  of  increased  tax  expense
associated  with higher fiscal 2002 pre-tax  earnings which was offset by fiscal
2002 deductions that were not available in fiscal 2001. The decrease from fiscal
2000 to 2001  resulted  primarily  from  increases  in income  tax  credits  and
deductions  that were not  available  in fiscal 2000,  which was only  partially
offset by  increased  tax expense  associated  with higher  fiscal 2001  pre-tax
earnings.

NET EARNINGS AND NET EARNINGS PER SHARE

                                       2
<PAGE>


Net  earnings  for fiscal 2002 were  $237.8  million  ($1.30 per diluted  share)
compared with net earnings for fiscal 2001 of $197.0  million ($1.06 per diluted
share) and net  earnings  for fiscal  2000 of $176.7  million  ($.89 per diluted
share).

Net earnings and diluted net earnings per share for fiscal 2002  increased  20.7
percent and 22.6 percent,  respectively,  compared to fiscal 2001. Excluding the
after-tax  restructuring  credit  of $1.6  million  taken in  fiscal  2002,  net
earnings  and diluted net  earnings  per share for fiscal  2002  increased  19.9
percent and 21.7 percent, respectively, compared to fiscal 2001. The increase in
both net  earnings  and  diluted net  earnings  per share was  primarily  due to
increases  in sales at both Red Lobster and Olive  Garden and  decreases in food
and  beverage  costs and  restaurant  labor as a percent of sales.  Diluted  net
earnings  per share also  reflected a reduction  in the average  diluted  shares
outstanding from fiscal 2001 to fiscal 2002 because of the Company's  continuing
repurchase of its outstanding common stock.

                                       3
<PAGE>



Net earnings and diluted net earnings per share for fiscal 2001  increased  11.5
percent and 19.1 percent,  respectively,  compared to fiscal 2000. Excluding the
after-tax restructuring and asset impairment net credit of $3.6 million taken in
fiscal  2000,  net  earnings  and diluted net earnings per share for fiscal 2001
increased 13.8 percent and 20.5 percent, respectively,  compared to fiscal 2000.
The  increase  in both net  earnings  and  diluted  net  earnings  per share was
primarily  due to  increases  in sales at both Red Lobster and Olive  Garden and
decreases in  restaurant  labor as a percent of sales.  Diluted net earnings per
share also reflected a reduction in average  diluted shares  outstanding  due to
the Company's share repurchase activities.

SEASONALITY

The Company's  sales volumes  fluctuate  seasonally.  In fiscal 2002,  2001, and
2000,  the Company's  sales were highest in the spring,  lowest in the fall, and
comparable  during winter and summer.  Holidays,  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.

IMPACT OF INFLATION

For fiscal 2002, 2001, and 2000,  management believes that inflation has not had
a significant overall effect on the Company's operations.  As operating expenses
increase,  management believes the Company has historically been able to pass on
increased costs through menu price increases and other strategies.

CRITICAL ACCOUNTING POLICIES

The Company  prepares its consolidated  financial  statements in conformity with
accounting  principles  generally accepted in the United States of America.  The
preparation of these financial statements requires the Company to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements,  and the  reported  amounts  of  revenues  and  expenses  during the
reporting   period  (see  Note  1  to  the  Company's   consolidated   financial
statements). Actual results could differ from those estimates.

Critical  accounting  policies are those that management  believes are both most
important to the  portrayal of the Company's  financial  condition and operating
results,  and  require  management's  most  difficult,   subjective  or  complex
judgments,  often as a result of the need to make estimates  about the effect of
matters that are inherently uncertain. Judgments and uncertainties affecting the
application of those policies may result in materially  different  amounts being
reported under different conditions or using different assumptions.  The Company
considers  the  following  policies  to be most  critical in  understanding  the
judgments that are involved in preparing its consolidated financial statements.

Land, Buildings, and Equipment

All land,  buildings,  and  equipment  are  recorded  at cost  less  accumulated
depreciation.  Building  components are depreciated  over estimated useful lives
ranging  from seven to 40 years using the  straight-line  method.  Equipment  is
depreciated  over  estimated  useful lives  ranging from three to ten years also
using the straight-line method.  Accelerated  depreciation methods are generally
used for income tax purposes.

The Company's  accounting  policies  regarding  land,  buildings,  and equipment
include  judgments by management  regarding  the estimated  useful lives of such
assets,  the  residual  values  to which the  assets  are  depreciated,  and the
determination  as to what  constitutes  enhancing the value of or increasing the
life of existing  assets.  These judgments and estimates may produce  materially
different  amounts  of  depreciation  and  amortization  expense  than  would be
reported if different  assumptions were used. As discussed further below,  these
judgments may also impact the Company's  need to recognize an impairment  charge
on the  carrying  amount of these assets as the cash flows  associated  with the
assets are realized.

                                       4
<PAGE>


Impairment of Long-Lived Assets

Restaurant  sites and certain other assets are reviewed for impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured
by a  comparison  of the  carrying  amount of the  assets to the future net cash
flows  expected to be generated by the assets.  If such assets are considered to
be impaired,  the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds their fair value. Restaurant sites and
certain  other  assets  to be  disposed  of are  reported  at the lower of their
carrying amount or fair value, less estimated costs to sell, and are included in
net assets held for disposal.

Judgments made by the Company related to the expected useful lives of long-lived
assets and the  ability of the  Company  to realize  undiscounted  cash flows in
excess of the  carrying  amounts of such assets are  affected by factors such as
the ongoing  maintenance  and  improvements  of the assets,  changes in economic
conditions,  and changes in operating  performance.  As the Company assesses the
ongoing expected cash flows and carrying amounts of its long-lived assets, these
factors could cause the Company to realize a material impairment charge.

Self-Insurance Reserves

The Company  self-insures  a  significant  portion of expected  losses under its
workers' compensation, employee medical, and general liability programs. Accrued
liabilities have been recorded based on the Company's  estimates of the ultimate
costs to settle incurred and incurred but not reported claims.

The Company's  accounting  policies  regarding  self-insurance  programs include
certain  management  judgments  and  actuarial  assumptions  regarding  economic
conditions,  the frequency or severity of claims and claim development patterns,
and claim reserve,  management, and settlement practices.  Unanticipated changes
in these factors may produce materially  different amounts of expense that would
be reported under these programs.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows  generated  from  operating  activities  provide the  Company  with a
significant source of liquidity.  Since  substantially all Company sales are for
cash and cash equivalents,  and accounts payable are generally due in five to 30
days,  the  Company is able to carry  current  liabilities  in excess of current
assets.  In  addition  to  cash  flows  from  operations,  the  Company  uses  a
combination of long-term and short-term borrowings to fund its liquidity needs.

The  Company  manages  its  business  and its  financial  ratios to  maintain an
investment  grade bond rating,  which allows  access to financing at  reasonable
costs.  Currently,  the Company's  publicly issued long-term debt carries "Baa1"
(Moody's  Investors  Service),  "BBB+"  (Standard & Poor's)  and "BBB+"  (Fitch)
ratings.  The Company's commercial paper has ratings of "P-2" (Moody's Investors
Service),  "A-2"  (Standard & Poor's) and "F-2" (Fitch).  These ratings are only
accurate as of the date of this annual  report and have been  obtained  with the
understanding that Moody's Investors Service,  Standard & Poor's, and Fitch will
continue to monitor the credit of the  Company  and make future  adjustments  to
such ratings to the extent warranted. The ratings may be changed, superseded, or
withdrawn at any time.

The  Company's  commercial  paper  program  serves  as  its  primary  source  of
short-term financing.  As of May 26, 2002, there were no borrowings  outstanding
under the program.  To support its commercial  paper program,  the Company has a
credit facility with a consortium of banks under which the Company can borrow up
to $300  million.  The credit  facility  expires in  October  2004 and  contains
various restrictive covenants,  such as maximum debt to capital ratios, but does
not contain a prohibition on borrowing in the event of a ratings downgrade. None
of these  covenants  is expected to impact the  Company's  liquidity  or capital
resources.  As of May 26,  2002,  no amounts were  outstanding  under the credit
facility.

At May 26, 2002, the Company's long-term debt consisted principally of: (1) $150
million of unsecured  8.375 percent senior notes due in September 2005, (2) $150
million of unsecured  6.375 percent notes due in February  2006, (3) $75 million
of unsecured 7.45 percent  medium-term notes due in April 2011, (4) $100 million
of  unsecured  7.125  percent  debentures  due  in  February  2016,  and  (5) an
unsecured,  variable rate,  $39.1 million  commercial  bank loan due in December
2018 that is used to support  two loans from the Company to the  Employee  Stock
Ownership Plan portion of the Darden  Savings Plan. In addition,  in March 2002,
the Company issued $150 million of unsecured 5.75 percent  medium-term notes due
in March 2007.  A portion of the proceeds  from the issuance  were used to repay
short-term  debt,  and the  remaining  proceeds  are being used to fund  working
capital

                                       5
<PAGE>


needs.  Through a shelf  registration  on file with the  Securities and Exchange
Commission,  the Company has  provided for the  issuance of an  additional  $125
million of unsecured debt  securities from time to time. The debt securities may
bear interest at either fixed or floating rates,  and may have maturity dates of
nine months or more after issuance.

                                       6
<PAGE>


A summary of the Company's contractual obligations and commercial commitments as
of May 26, 2002 is as follows (in thousands):
<TABLE>
<CAPTION>
- -------------------------- -------------------------------------------------------------------------------------------
                                                             Payments Due by Period
- -------------------------- -------------------------------------------------------------------------------------------
- -------------------------- --------------- ------------------ ----------------- ------------------- ------------------
       Contractual                              Less than            2-3                4-5               After 5
       Obligations              Total            1 Year             Years              Years               Years
- -------------------------- --------------- ------------------ ----------------- ------------------- ------------------
- -------------------------- --------------- ------------------ ----------------- ------------------- ------------------
<S>                            <C>              <C>                <C>              <C>                 <C>

Long-term debt                 $664,140         $   --             $  --            $450,000            $214,140
- -------------------------- --------------- ------------------ ----------------- ------------------- ------------------
- -------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Operating leases                259,429          51,951             77,964            55,382              74,132
- -------------------------- --------------- ------------------ ----------------- ------------------- ------------------
- -------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Total contractual cash
obligations                    $923,569         $51,951            $77,964          $505,382            $288,272
- -------------------------- --------------- ------------------ ----------------- ------------------- ------------------
</TABLE>

<TABLE>
<CAPTION>
- -------------------------- --------------- ---------------------------------------------------------------------------
                                                           Amount of Commitment Expiration per Period
- -------------------------- --------------- ---------------------------------------------------------------------------
- -------------------------- --------------- ------------------ ------------------ ----------------- -------------------
                           Total Amounts
    Other Commercial         Committed         Less than             2-3               4-5               Over 5
       Commitments                              1 Year              Years             Years              Years
- -------------------------- --------------- ------------------ ------------------ ----------------- -------------------
- -------------------------- --------------- ------------------ ------------------ ----------------- -------------------
<S>                              <C>             <C>                <C>              <C>                 <C>

Trade letters of credit          $ 9,786         $ 9,786            $   --           $   --              $   --
- -------------------------- --------------- ------------------ ------------------ ----------------- -------------------
- -------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Standby letters of
     credit (1)                   38,608          38,608                --               --                  --
- -------------------------- --------------- ------------------ ------------------ ----------------- -------------------
- -------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Guarantees (2)                     5,463           1,204             1,285            1,171               1,803
- -------------------------- --------------- ------------------ ------------------ ----------------- -------------------
- -------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Total commercial
     commitments                 $53,857         $49,598            $1,285           $1,171              $1,803
- -------------------------- --------------- ------------------ ------------------ ----------------- -------------------
<FN>

1)   Includes letters of credit for $30,000 of workers' compensation and general
     liabilities  accrued in the Company's  consolidated  financial  statements;
     also includes  letters of credit for $7,289 of lease  payments  included in
     contractual operating lease obligation payments noted above.
2)   Consists solely of guarantees  associated with sub-leased  properties.  The
     Company  is  not  aware  of  any  non-performance   under  these  sub-lease
     arrangements  that  would  result  in the  Company  having  to  perform  in
     accordance with the terms of the guarantees.
</FN>
</TABLE>

The Company's adjusted debt to adjusted total capital ratio (which includes 6.25
times the total annual  restaurant  minimum rent and 3.00 times the total annual
restaurant  equipment  minimum rent as a component of adjusted debt and adjusted
total  capital) was 46 percent and 44 percent at May 26, 2002, and May 27, 2001,
respectively.  The Company's  fixed-charge  coverage  ratio,  which measures the
number  of times  each  year that the  Company  earns  enough to cover its fixed
charges,  amounted to 6.8 times and 6.5 times at May 26, 2002, and May 27, 2001,
respectively.  Based  on  these  ratios,  the  Company  believes  its  financial
condition remains strong.  The composition of the Company's capital structure is
shown in the following table.
<TABLE>
<CAPTION>

(in millions)                                                               May 26, 2002          May 27, 2001
- --------------------------------------------------------------------------------------------------------------------
CAPITAL STRUCTURE
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                   <C>

Short-term debt                                                            $     --              $   12.0
Long-term debt                                                                662.5                 520.6
- --------------------------------------------------------------------------------------------------------------------
Total debt                                                                    662.5                 532.6
Stockholders' equity                                                        1,128.9               1,033.3
- --------------------------------------------------------------------------------------------------------------------
Total capital                                                              $1,791.4              $1,565.9
====================================================================================================================
ADJUSTMENTS TO CAPITAL
- --------------------------------------------------------------------------------------------------------------------
Leases-debt equivalent                                                     $  294.6              $  275.1
Adjusted total debt                                                           957.1                 807.7
Adjusted total capital                                                      2,086.0               1,841.0
Debt to total capital ratio                                                     37%                   34%
Adjusted debt to adjusted total capital ratio                                   46%                   44%
====================================================================================================================
</TABLE>

The Company's  Board of Directors has approved a stock  repurchase  program that
authorizes  the Company to repurchase up to 96.9 million shares of the Company's
common stock. Net cash flows used by financing activities included the Company's
repurchase of 9.0 million  shares of its common stock for $209 million in fiscal
2002  compared to 12.7  million  shares for $177 million in fiscal 2001 and 17.2
million  shares for $202 million in fiscal 2000.  As of May 26, 2002, a total of
86.3 million shares have been purchased under the program.  The stock repurchase
program 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.

                                       7
<PAGE>


Net cash  flows  used by  investing  activities  included  capital  expenditures
incurred  principally for building new  restaurants,  replacing  equipment,  and
remodeling  existing  restaurants.  Capital  expenditures  were $318  million in
fiscal 2002, compared to $355 million in fiscal 2001, and $269 million in fiscal
2000.  The  reduced  expenditures  in  fiscal  2002  resulted  primarily  from a
reduction in renewal and replacement  spending at Red Lobster  restaurants.  The
increased  expenditures  in fiscal 2001 resulted  primarily  from new restaurant
growth.  The Company  estimates that its fiscal 2003 capital  expenditures  will
approximate $400 million. Net cash flows used by investing activities for fiscal
2002 also  included the purchase of $32 million of  trust-owned  life  insurance
policies  that cover  certain  Company  officers  and other key  employees.  The
policies were purchased to offset a portion of the Company's  obligations  under
its non-qualified deferred compensation plan.

The  Company is not aware of any trends or events that would  materially  affect
its capital  requirements or liquidity.  The Company  believes that its internal
cash  generating   capabilities   and  borrowings   available  under  its  shelf
registration  for unsecured  debt  securities and  short-term  commercial  paper
program  should  be  sufficient  to  finance  its  capital  expenditures,  stock
repurchase program, and other operating activities through fiscal 2003.

FINANCIAL CONDITION

The  Company's  current  assets at May 26, 2002  totaled  $450  million,  a 37.0
percent  increase  over  current  assets of $328  million at May 27,  2001.  The
increase  resulted  primarily from increases in cash and cash equivalents of $91
million and short-term investments of $10 million that resulted principally from
the short-term  investment of proceeds  received from the March 2002 medium-term
debt issuance.  Inventories also increased by $24 million  primarily as a result
of  opportunistic  seafood  purchases  and  purchases  in  support  of  upcoming
promotions.

Other assets of $159 million at May 26, 2002, increased from $109 million at May
27, 2001,  primarily  as a result of the purchase of $32 million of  trust-owned
life insurance policies during fiscal 2002 as well as an increase in capitalized
costs associated with software improvements.

Current liabilities  increased by $47 million compared to fiscal 2001, primarily
as a result of increases in accrued income taxes, gift card and gift certificate
payables, and employee benefit related accruals.

Net non-current deferred income tax liabilities of $118 million at May 26, 2002,
increased  from $91 million at May 27,  2001,  primarily  as a result of current
income tax deductions for certain capitalized  software costs,  smallwares,  and
equipment.

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,  Darden  periodically enters into interest rate, foreign currency
exchange, and commodity instruments for other than trading purposes (see Notes 1
and 8 of the Notes to Consolidated Financial Statements).

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 May 26, 2002, the Company's potential losses in future net earnings
resulting from changes in foreign currency exchange rate instruments,  commodity
instruments,  and floating rate debt interest rate exposures were  approximately
$1 million  over a period of one year.  The Company  issued $150  million of new
long-term fixed rate debt during fiscal 2002. 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  $39  million.  The fair  value of the
Company's  long-term  fixed rate debt during  fiscal 2002 averaged $522 million,
with a high of $643 million and a low of $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.

                                       8
<PAGE>


FUTURE APPLICATION OF ACCOUNTING STANDARDS

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived   Assets."  SFAS  No.  144  supersedes  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" and resolves significant  implementation issues that had evolved
since the  issuance  of SFAS No.  121.  SFAS No. 144 also  establishes  a single
accounting  model for long-lived  assets to be disposed of by sale. SFAS No. 144
is effective for financial  statements  issued for fiscal years  beginning after
December 15, 2001, and its provisions are generally to be applied prospectively.
The Company  adopted SFAS No. 144 in the first quarter of fiscal 2003.  Adoption
of SFAS No. 144 did not materially impact the Company's  consolidated  financial
statements.

FORWARD-LOOKING STATEMENTS

Certain  statements  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 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,  projections
regarding  expected casual dining sales growth; the ability of the casual dining
segment  to  weather  economic  downturns;  demographic  trends;  the  Company's
expansion plans, capital expenditures,  and business development activities; and
the Company's  long-term goals of increasing market share,  expanding margins on
incremental  sales, and earnings growth.  These  forward-looking  statements are
based on assumptions concerning important factors, risks, and uncertainties that
could significantly  affect anticipated results in the future and,  accordingly,
could cause the actual results to differ  materially from those expressed in the
forward-looking statements. These factors, risks, and uncertainties include, but
are not limited to:

o    the highly competitive nature of the restaurant industry,  especially
     pricing, service, location, personnel, and type and quality of food;
o    economic, market, and other conditions, including changes in consumer
     preferences, demographic trends, weather conditions, construction costs,
     and the cost and availability of borrowed funds;
o    changes in the cost or availability of food, real estate, and other items,
     and the general  impact of inflation;
o    the  availability  of desirable  restaurant locations;
o    government  regulations,  including those relating to zoning, land use,
     environmental  matters, and liquor licenses; and
o    growth plans, including real estate development and construction
     activities, the issuance and renewal of licenses and permits for restaurant
     development, and the availability of funds to finance growth.

                                       9
<PAGE>



REPORT OF MANAGEMENT RESPONSIBILITIES

The management of Darden  Restaurants,  Inc. is responsible for the fairness and
accuracy of the consolidated  financial statements.  The consolidated  financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America,  using management's best estimates and
judgments where appropriate. The financial information throughout this report is
consistent with our consolidated financial statements.

Management  has  established  a  system  of  internal   controls  that  provides
reasonable  assurance that assets are adequately  safeguarded,  and transactions
are  recorded  accurately,   in  all  material  respects,   in  accordance  with
management's   authorization.   We  maintain  a  strong   audit   program   that
independently evaluates the adequacy and effectiveness of internal controls. Our
internal   controls   provide   for   appropriate   separation   of  duties  and
responsibilities,  and there are documented  policies  regarding  utilization of
Company  assets  and  proper  financial  reporting.  These  formally  stated and
regularly  communicated  policies set high standards of ethical  conduct for all
employees.

The Audit  Committee of the Board of Directors meets regularly to determine that
management, internal auditors, and independent auditors are properly discharging
their duties regarding internal control and financial reporting. The independent
auditors,  internal  auditors,  and  employees  have full and free access to the
Audit Committee at any time.

KPMG LLP,  independent  certified public accountants,  are retained to audit the
Company's consolidated financial statements. Their report follows.

/s/ Joe R. Lee

Joe R. Lee
Chairman of the Board and Chief Executive Officer



                                       10
<PAGE>




INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Darden Restaurants, Inc.

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Darden
Restaurants, Inc. and subsidiaries as of May 26, 2002, and May 27, 2001, and the
related consolidated statements of earnings, changes in stockholders' equity and
accumulated other comprehensive  income, and cash flows for each of the years in
the  three-year  period  ended  May  26,  2002.  These  consolidated   financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Darden Restaurants,
Inc. and  subsidiaries  as of May 26, 2002, and May 27, 2001, and the results of
their  operations  and their cash flows for each of the years in the  three-year
period ended May 26, 2002, in conformity  with accounting  principles  generally
accepted in the United States of America.

/s/ KPMG LLP

Orlando, Florida
June 18, 2002

                                       11
<PAGE>



<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF EARNINGS

                                                                                Fiscal Year Ended
- --------------------------------------------------------------------------------------------------------------------
(In thousands, except per share data)                            May 26, 2002     May 27, 2001      May 28, 2000
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>              <C>

Sales                                                              $4,368,701        $3,992,419       $3,675,461
Costs and Expenses:
   Cost of sales:
         Food and beverage                                          1,384,481         1,302,926        1,199,709
         Restaurant labor                                           1,373,416         1,261,837        1,181,156
         Restaurant expenses                                          626,702           559,670          510,727
- --------------------------------------------------------------------------------------------------------------------
             Total Cost of Sales                                   $3,384,599        $3,124,433       $2,891,592
    Selling, general, and administrative                              420,947           389,240          363,041
    Depreciation and amortization                                     165,829           146,864          130,464
    Interest, net                                                      36,585            30,664           22,388
    Restructuring and asset impairment credit, net                     (2,568)               --           (5,931)
- --------------------------------------------------------------------------------------------------------------------
                     Total Costs and Expenses                      $4,005,392        $3,691,201       $3,401,554
- --------------------------------------------------------------------------------------------------------------------
Earnings before Income Taxes                                          363,309           301,218          273,907
Income Taxes                                                          125,521           104,218           97,202
- --------------------------------------------------------------------------------------------------------------------
Net Earnings                                                       $  237,788        $  197,000       $  176,705
====================================================================================================================
Net Earnings per Share:
   Basic                                                           $     1.36        $     1.10       $     0.92
   Diluted                                                         $     1.30        $     1.06       $     0.89
====================================================================================================================
Average Number of Common Shares Outstanding:
   Basic                                                              174,700           179,600          192,800
   Diluted                                                            183,500           185,600          197,800
====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       12
<PAGE>

<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEETS

- --------------------------------------------------------------------------------------------------------------------
(In thousands)                                                       May 26, 2002              May 27, 2001
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                      <C>
                            ASSETS
Current Assets:
   Cash and cash equivalents                                          $   152,875              $     61,814
   Short-term investments                                                   9,904                        --
   Receivables                                                             29,089                    32,870
   Inventories                                                            172,413                   148,429
   Net assets held for disposal                                            10,047                    10,087
   Prepaid expenses and other current assets                               23,076                    26,942
   Deferred income taxes                                                   52,127                    48,000
- --------------------------------------------------------------------------------------------------------------------
     Total Current Assets                                             $   449,531              $    328,142
Land, Buildings, and Equipment                                          1,920,768                 1,779,515
Other Assets                                                              159,437                   108,877
- --------------------------------------------------------------------------------------------------------------------
            Total Assets                                              $ 2,529,736              $  2,216,534
====================================================================================================================
             LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                                                   $   160,064              $    156,859
   Short-term debt                                                             --                    12,000
   Current portion of long-term debt                                           --                     2,647
   Accrued payroll                                                         87,936                    82,588
   Accrued income taxes                                                    68,504                    47,698
   Other accrued taxes                                                     30,474                    27,429
   Other current liabilities                                              254,036                   225,037
- --------------------------------------------------------------------------------------------------------------------
     Total Current Liabilities                                        $   601,014              $    554,258
Long-term Debt                                                            662,506                   517,927
Deferred Income Taxes                                                     117,709                    90,782
Other Liabilities                                                          19,630                    20,249
- --------------------------------------------------------------------------------------------------------------------
            Total Liabilities                                         $ 1,400,859              $  1,183,216
- --------------------------------------------------------------------------------------------------------------------
Stockholders' Equity:
   Common stock and surplus, no par value.  Authorized
     500,000 shares; issued 258,426 and 253,948 shares,
     respectively; outstanding 172,135 and 176,069 shares,
     respectively                                                     $ 1,474,054                $1,405,799
   Preferred stock, no par value.  Authorized 25,000 shares;
     none issued and outstanding                                               --                        --
   Retained earnings                                                      760,684                   532,121
   Treasury stock, 86,291 and 77,879 shares, at cost                   (1,044,915)                 (840,254)
   Accumulated other comprehensive income                                 (12,841)                  (13,102)
   Unearned compensation                                                  (46,108)                  (49,322)
   Officer notes receivable                                                (1,997)                   (1,924)
- --------------------------------------------------------------------------------------------------------------------
            Total Stockholders' Equity                                $ 1,128,877                $1,033,318
- --------------------------------------------------------------------------------------------------------------------
            Total Liabilities and Stockholders' Equity                $ 2,529,736                $2,216,534
====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.


                                       13

<PAGE>


<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND ACCUMULATED OTHER COMPREHENSIVE INCOME

- -----------------------------------------------------------------------------------------------------------------------
                                      Common                          Accumulated
                                       Stock                             Other                  Officer      Total
                                        and     Retained   Treasury  Comprehensive  Unearned     Notes   Stockholders'
(In thousands, except per share       Surplus   Earnings    Stock       Income    Compensation Receivable    Equity
data)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                  <C>         <C>       <C>          <C>        <C>         <C>         <C>

- -----------------------------------------------------------------------------------------------------------------------
Balance at May 30, 1999              $1,328,796  $178,008  $(466,902)   $(12,115)  $(63,751)   $(1,687)    $  962,349

- -----------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                   176,705                                                     176,705
   Other comprehensive income,
    foreign currency adjustment                                             (342)                                (342)
                                                                                                             ---------
       Total comprehensive income                                                                             176,363
Cash dividends declared
  ($0.053 per share)                              (10,134)                                                    (10,134)
Stock option exercises
  (1,730 shares)                         10,212                                                                10,212
Issuance of restricted stock
  (245 shares), net of
  forfeiture adjustments                  3,638                                       (3,685)                     (47)
Earned compensation                                                                    3,314                    3,314
ESOP note receivable repayments                                                        7,600                    7,600
Income tax benefits credited to
equity                                    5,506                                                                 5,506
Proceeds from issuance of equity
put options                               1,814                                                                 1,814
Purchases of common stock for
  treasury (17,230 shares)                                  (202,105)                                        (202,105)
Issuance of treasury stock under
  Employee Stock Purchase Plan
  (365 shares)                            1,741                2,170                                            3,911
Issuance of officer notes, net                                                                     (181)         (181)
- -----------------------------------------------------------------------------------------------------------------------
Balance at May 28, 2000              $1,351,707   $344,579 $(666,837)   $(12,457)   $(56,522)   $(1,868)     $958,602
- -----------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                   197,000                                                     197,000
   Other comprehensive income,
    foreign currency adjustment                                             (645)                                (645)
                                                                                                            ----------
       Total comprehensive income                                                                             196,355
  ($0.053 per share)                               (9,458)                                                     (9,458)
Stock option exercises
  (4,670 shares)                         33,158                                                                33,158
Issuance of restricted stock
  443 shares), net of
  for feiture adjustments                 3,986                1,035                  (5,109)                     (88)
Earned compensation                                                                    4,164                    4,164
ESOP note receivable repayments                                                        8,145                    8,145
Income tax benefits credited to
  equity                                 15,287                                                                15,287
Purchases of common stock for
  treasury (12,660 shares)                                  (176,511)                                        (176,511)
Issuance of treasury stock under
  Employee Stock Purchase Plan
  and other plans (336 shares)            1,661                2,059                                            3,720
Issuance of officer notes, net                                                                        (56)        (56)
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Balance at May 27, 2001              $1,405,799  $532,121  $(840,254)   $(13,102)   $(49,322)     $(1,924) $1,033,318
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
Comprehensive income:
   Net earnings                                   237,788                                                     237,788
   Other comprehensive income:
       Foreign currency adjustment                                           169                                  169
       Change in fair value of
        derivatives, net of
        tax of $234                                                          380                                  380
       Minimum pension liability
        adjustment, net of tax
        benefit of $177                                                     (288)                                (288)
                                                                                                              --------
         Total comprehensive income                                                                           238,049
Cash dividends declared
  ($0.053 per share)                               (9,225)                                                     (9,225)
Stock option exercises
  (4,310 shares)                         34,742                1,364                                           36,106
Issuance of restricted stock
  (374shares), net of
  forfeiture adjustments                  5,666                  815                  (6,493)                     (12)
Earned compensation                                                                    4,392                    4,392
ESOP note receivable repayments                                                        5,315                    5,315
Income tax benefits credited
  to equity                              24,989                                                                24,989
Purchases of common stock for
  treasury (8,972 shares)                                   (208,578)                                        (208,578)
Issuance of treasury stock under
  Employee Stock Purchase Plan
   and other plans (290 shares)           2,858                1,738                                            4,596
Issuance of officer notes, net                                                                        (73)        (73)
- -----------------------------------------------------------------------------------------------------------------------
Balance at May 26, 2002              $1,474,054  $760,684$(1,044,915)   $(12,841)   $(46,108)     $(1,997) $1,128,877
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       14
<PAGE>

See accompanying notes to consolidated financial statements.

                                       15
<PAGE>


<TABLE>
<CAPTION>

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                Fiscal Year Ended
- --------------------------------------------------------------------------------------------------------------------
(In thousands)                                                   May 26, 2002     May 27, 2001      May 28, 2000
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>              <C>
Cash Flows - Operating Activities
   Net earnings                                                     $237,788        $  197,000        $ 176,705
   Adjustments to reconcile net earnings to cash flows:
     Depreciation and amortization                                   165,829           146,864          130,464
     Amortization of unearned compensation and loan costs              7,578             7,031            5,895
     Change in current assets and liabilities                         49,604            41,740            2,472
     Change in other liabilities                                        (619)             (642)            (371)
     Loss on disposal of land, buildings, and equipment                1,803             1,559            2,683
     Change in cash surrender value of trust-owned life
       insurance                                                         743                --               --
     Deferred income taxes                                            22,800            11,750           24,609
     Income tax benefits credited to equity                           24,989            15,287            5,506
     Non-cash restructuring and asset impairment credit, net          (2,568)               --           (5,931)
     Other, net                                                          195               (19)             594
- --------------------------------------------------------------------------------------------------------------------
         Net Cash Provided by Operating Activities                $  508,142        $  420,570        $ 342,626
- --------------------------------------------------------------------------------------------------------------------
Cash Flows - Investing Activities
   Purchases of land, buildings, and equipment                      (318,392)         (355,139)        (268,946)
   Increase in other assets                                          (24,741)          (10,730)          (1,820)
   Purchase of trust-owned life insurance                            (31,500)               --               --
   Proceeds from disposal of land, buildings, and equipment
     (including net assets held for disposal)                         10,741            13,492           20,998
   Purchases of short-term investments                                (9,904)               --               --
- --------------------------------------------------------------------------------------------------------------------
         Net Cash Used by Investing Activities                    $ (373,796)       $ (352,377)       $(249,768)
- --------------------------------------------------------------------------------------------------------------------
Cash Flows - Financing Activities
   Proceeds from issuance of common stock                             40,520            36,701           13,944
   Dividends paid                                                     (9,225)           (9,458)         (10,134)
   Purchases of treasury stock                                      (208,578)         (176,511)        (202,105)
   ESOP note receivable repayments                                     5,315             8,145            7,600
   (Decrease) increase in short-term debt                            (12,000)         (103,000)          91,500
   Proceeds from issuance of long-term debt                          149,655           224,454               --
   Repayment of long-term debt                                        (7,962)          (10,658)          (9,986)
   Payment of loan costs                                              (1,010)           (2,154)            (349)
   Proceeds from issuance of equity put options                           --                --            1,814
- --------------------------------------------------------------------------------------------------------------------
         Net Cash Used by Financing Activities                   $   (43,285)      $   (32,481)       $(107,716)
- --------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents                      91,061            35,712          (14,858)
Cash and Cash Equivalents - Beginning of Year                         61,814            26,102           40,960
- --------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents - End of Year                           $  152,875       $    61,814       $   26,102
====================================================================================================================
Cash Flow from Changes in Current Assets and Liabilities
   Receivables                                                         3,781            (4,908)          (7,706)
   Inventories                                                       (23,984)           (6,242)          (1,485)
   Prepaid expenses and other current assets                           1,987              (289)          (4,184)
   Accounts payable                                                    3,205            16,372           (4,238)
   Accrued payroll                                                     5,348             4,783            3,540
   Accrued income taxes                                               20,806            14,442           16,712
   Other accrued taxes                                                 3,045             1,905             (441)
   Other current liabilities                                          35,416            15,677              274
- --------------------------------------------------------------------------------------------------------------------
              Change in Current Assets and Liabilities            $   49,604        $   41,740      $     2,472
====================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                       16
<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollar amounts in thousands, except per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Operations and Principles of Consolidation
The  consolidated   financial   statements  include  the  operations  of  Darden
Restaurants,  Inc. and its wholly owned subsidiaries (the Company).  The Company
owns and operates various  restaurant  concepts located in the United States and
Canada with no  franchising.  The Company also licenses 33 restaurants in Japan.
All significant  intercompany  balances and transactions have been eliminated in
consolidation.

Fiscal Year
The Company's fiscal year ends on the last Sunday in May. Fiscal 2002, 2001, and
2000 each consisted of 52 weeks.

Cash Equivalents
Cash equivalents  include highly liquid investments such as U.S. treasury bills,
taxable  municipal  bonds,  and money market funds that have a maturity of three
months  or  less.  Amounts  receivable  from  credit  card  companies  are  also
considered cash  equivalents  because they are both short-term and highly liquid
in nature and are  typically  converted  to cash within  three days of the sales
transaction.

Short-Term Investments
Short-term  investments  include a U.S.  treasury  bill that is  classified as a
held-to-maturity  security  because  the  Company  has the  positive  intent and
ability to hold the  security to  maturity.  The security is valued at amortized
cost, which approximates fair value, and matures in September 2002.

Inventories
Inventories are valued at the lower of weighted-average cost or market.

Land, Buildings, and Equipment
All land,  buildings,  and  equipment  are  recorded  at cost  less  accumulated
depreciation.  Building  components are depreciated  over estimated useful lives
ranging  from seven to 40 years using the  straight-line  method.  Equipment  is
depreciated  over  estimated  useful lives  ranging from three to ten years also
using the straight-line method.  Accelerated  depreciation methods are generally
used for  income  tax  purposes.  Depreciation  expense  amounted  to  $162,784,
$145,058, and $129,094, in fiscal 2002, 2001, and 2000, respectively.

Capitalized Software Costs
Capitalized  software  is  recorded  at  cost  less  accumulated   amortization.
Capitalized  software is amortized using the straight-line method over estimated
useful lives ranging from three to ten years.  The cost of capitalized  software
at  May  26,  2002,  and  May  27,  2001,   amounted  to  $38,621  and  $17,252,
respectively.  The increase for fiscal 2002 relates  principally  to capitalized
costs  associated  with new enterprise  reporting and human resource  management
systems. Accumulated amortization as of May 26, 2002, and May 27, 2001, amounted
to $5,006 and $2,886, respectively.

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,  which had an initial cash
surrender value of $31,500,  were purchased to offset a portion of the Company's
obligations  under  its  non-qualified  deferred  compensation  plan.  The  cash
surrender  value of the policies is included in other  assets  while  changes in
cash  surrender  value are  included in  selling,  general,  and  administrative
expenses.

Liquor Licenses
The costs of obtaining non-transferable liquor licenses that are directly issued
by local  government  agencies for nominal  fees are  expensed as incurred.  The
costs of  purchasing  transferable  liquor  licenses  through  open  markets  in
jurisdictions   with  a  limited  number  of  authorized   liquor  licenses  are
capitalized.  If there is permanent  impairment in the value of a liquor license
due to market  changes,  the asset is written down to its net realizable  value.
Annual liquor license renewal fees are expensed.

                                       17
<PAGE>


Impairment of Long-Lived Assets
Restaurant  sites and certain other assets are reviewed for impairment  whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of assets to be held and used is measured
by a  comparison  of the  carrying  amount of the  assets to the future net cash
flows  expected to be generated by the assets.  If such assets are considered to
be impaired,  the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds their fair value. Restaurant sites and
certain  other  assets  to be  disposed  of are  reported  at the lower of their
carrying amount or fair value, less estimated costs to sell, and are included in
net assets held for disposal.

Unearned Revenues
Unearned  revenues  represent  the  Company's   liability  for  gift  cards  and
certificates  that have been sold but not yet redeemed and are recorded at their
expected  redemption  value.  When the gift cards and certificates are redeemed,
the Company  recognizes  restaurant  sales and reduces the  deferred  liability.
Unearned  revenues are  included in other  current  liabilities  and, at May 26,
2002, and May 27, 2001, amounted to $56,632 and $38,145, respectively.

Self-Insurance Reserves
The Company  self-insures  a  significant  portion of expected  losses under its
workers' compensation, employee medical, and general liability programs. Accrued
liabilities have been recorded based on the Company's  estimates of the ultimate
costs to settle incurred and incurred but not reported claims.

Income Taxes
The Company  provides for federal and state income  taxes  currently  payable as
well as for those deferred because of temporary  differences  between  reporting
income and  expenses  for  financial  statement  purposes  versus tax  purposes.
Federal income tax credits are recorded as a reduction of income taxes. Deferred
tax assets  and  liabilities  are  recognized  for the  future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and liabilities  and their  respective tax bases.  Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.

Income tax benefits  credited to equity relate to tax benefits  associated  with
amounts  that are  deductible  for  income  tax  purposes  but do not affect net
earnings.  These benefits are principally  generated from employee  exercises of
non-qualified stock options and vesting of employee restricted stock awards.

Derivative Instruments and Hedging Activities
In June 1998, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting  Standards  (SFAS) No. 133,  "Accounting for Derivative
Instruments and Hedging Activities." In June 2000, the FASB issued SFAS No. 138,
"Accounting for Certain Derivative  Instruments and Certain Hedging Activities -
an Amendment of FASB  Statement  No. 133." SFAS No. 133 and SFAS No. 138 require
that all derivative  instruments be recorded on the balance sheet at fair value.
SFAS No.  133 and SFAS No. 138 are  effective  for all  fiscal  quarters  of all
fiscal years beginning after June 30, 2000. The Company adopted SFAS No. 133 and
SFAS No. 138 on May 28, 2001.  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 statements.

The Company uses  financial and  commodities  derivatives  in the  management of
interest  rate and  commodities  pricing risks that are inherent in its business
operations.  The Company's use of derivative instruments is currently limited to
interest rate hedges and commodities  futures  contracts.  These instruments are
structured as hedges of forecasted  transactions or the variability of cash flow
to be paid related to a recognized  asset or liability  (cash flow hedges).  The
Company  may also use  financial  derivatives  as part of its  stock  repurchase
program, which is more fully described in Note 10. No derivative instruments are
entered into for trading or speculative purposes. All derivatives are recognized
on the  balance  sheet at fair  value.  On the date the  derivative  contract is
entered  into,  the  Company   documents  all   relationships   between  hedging
instruments  and hedged  items,  as well as its  risk-management  objective  and
strategy for undertaking the various hedge  transactions.  This process includes
linking all  derivatives  designated as cash flow hedges to specific  assets and
liabilities  on  the  consolidated  balance  sheet  or  to  specific  forecasted
transactions.  The Company also formally assesses, both at the hedge's inception
and on an  ongoing  basis,  whether  the  derivatives  that are used in  hedging
transactions are highly effective in offsetting  changes in cash flows of hedged
items.

                                       18
<PAGE>


Changes in the fair value of derivatives  that are highly effective and that are
designated  and qualify as cash flow hedges are recorded in other  comprehensive
income  until  earnings  are  affected by the  variability  in cash flows of the
designated  hedged  item.  Where  applicable,  the  Company  discontinues  hedge
accounting  prospectively when it is determined that the derivative is no longer
effective  in  offsetting  changes in the cash  flows of the hedged  item or the
derivative is  terminated.  Any changes in the fair value of a derivative  where
hedge  accounting  has been  discontinued  or is  ineffective  are recognized in
earnings.   Cash  flows  related  to  derivatives   are  included  in  operating
activities.

Pre-Opening Expenses
Non-capital expenditures associated with opening new restaurants are expensed as
incurred.

Advertising
Production costs of commercials and programming are charged to operations in the
fiscal year the  advertising  is first  aired.  The costs of other  advertising,
promotion,  and marketing  programs are charged to operations in the fiscal year
incurred.  Advertising expense amounted to $187,950,  $177,998, and $165,590, in
fiscal 2002, 2001, and 2000, respectively.

Stock-Based Compensation
SFAS No. 123, "Accounting for Stock-Based Compensation," encourages the use of a
fair-value  method of  accounting  for  stock-based  awards under which the fair
value of stock  options is determined on the date of grant and expensed over the
vesting  period.  As allowed by SFAS No. 123, the Company has elected to account
for its  stock-based  compensation  plans under an  intrinsic  value method that
requires  compensation expense to be recorded only if, on the date of grant, the
current  market price of the Company's  common stock exceeds the exercise  price
the  employee  must pay for the stock.  The  Company's  policy is to grant stock
options at the fair market value of the  underlying  stock at the date of grant.
The Company has adopted the disclosure requirements of SFAS No. 123.

Restricted  stock and  restricted  stock unit (RSU)  awards  are  recognized  as
unearned  compensation,  a component of stockholders'  equity, based on the fair
market value of the Company's  common stock on the award date. These amounts are
amortized  to  compensation  expense  over  the  vesting  period  using  assumed
forfeiture rates for different types of awards. Compensation expense is adjusted
in future periods if actual forfeiture rates differ from initial estimates.

Net Earnings Per Share
Basic net  earnings  per share is  computed  by  dividing  net  earnings  by the
weighted-average  number of common shares  outstanding for the reporting period.
Diluted net earnings per share reflects the potential  dilution that could occur
if  securities  or other  contracts  to issue  common  stock were  exercised  or
converted  into common stock.  Outstanding  stock options  issued by the Company
represent the only dilutive effect reflected in diluted weighted- average shares
outstanding. Options do not impact the numerator of the diluted net earnings per
share computation.

Options to purchase  161,220,  3,618,900,  and 5,379,300  shares of common stock
were excluded from the  calculation of diluted net earnings per share for fiscal
2002, 2001, and 2000,  respectively,  because their exercise prices exceeded the
average market price of common shares for the period.

Comprehensive Income
Comprehensive  income includes net earnings and other comprehensive income items
that are  excluded  from net  earnings  under  accounting  principles  generally
accepted  in the United  States of America.  Other  comprehensive  income  items
include  foreign  currency  translation  adjustments,  the effective  unrealized
portion of changes in the fair value of cash flow hedges, and amounts associated
with minimum pension liability adjustments.

Foreign Currency Translation
The  Canadian  dollar is the  functional  currency  for the  Company's  Canadian
restaurant  operations.  Assets and liabilities  denominated in Canadian dollars
are  translated  into U.S.  dollars  using the  exchange  rates in effect at the
balance  sheet date.  Results of  operations  are  translated  using the average
exchange rates prevailing  throughout the period.  Translation  gains and losses
are reported as a separate component of accumulated other  comprehensive  income
in stockholders'  equity.  Gains and losses from foreign currency  transactions,
which  amounted to $33 and $1,  respectively,  are included in the  consolidated
statements of earnings for each period.

                                       19
<PAGE>



Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements,  and the  reported  amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Segment Reporting
As of May 26, 2002, the Company operated 1,211 Red Lobster, Olive Garden, Bahama
Breeze and Smokey Bones BBQ Sports Bar restaurants in North America as part of a
single  operating  segment.  The restaurants  operate  principally in the United
States within the casual dining industry,  providing similar products to similar
customers. The restaurants also possess similar pricing structures, resulting in
similar long-term expected financial performance characteristics.  Revenues from
external  customers are derived  principally  from food and beverage sales.  The
Company does not rely on any major customers as a source of revenue.  Management
believes that the Company meets the criteria for aggregating its operations into
a single reporting segment.

Reclassifications
Certain  reclassifications  have been made to prior year amounts to conform with
current year presentation.

Accounting Change
In July  2000,  the  Emerging  Issues  Task Force  (EITF) of the FASB  reached a
consensus on EITF Issue 00-14,  "Accounting for Certain Sales  Incentives." EITF
Issue 00-14 is  effective  for all annual or interim  financial  statements  for
periods  beginning after December 15, 2001. The Company adopted EITF Issue 00-14
in  the  fourth  quarter  of  fiscal  2002.   EITF  Issue  00-14  addresses  the
recognition,   measurement,   and  income  statement  classification  for  sales
incentives offered to customers.  Sales incentives  include discounts,  coupons,
and generally any other offers that entitle a customer to receive a reduction in
the price of a product by submitting a claim for a refund or rebate.  Under EITF
Issue  00-14,  the  reduction  in or refund of the selling  price of the product
resulting  from any sales  incentives  should be  classified  as a reduction  of
revenue.  Prior to adopting this  pronouncement,  the Company  recognized  sales
incentives as either selling, general, and administrative expenses or restaurant
expenses.  As a result of  adopting  EITF Issue  00-14,  sales  incentives  were
reclassified as a reduction of sales for all fiscal periods  presented.  Amounts
reclassified were $28,847, $28,738, and $25,795, in fiscal 2002, 2001, and 2000,
respectively. This pronouncement did not have any impact on net earnings.

Future Application of Accounting Standards
In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal  of  Long-Lived   Assets."  SFAS  No.  144  supersedes  SFAS  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," and resolves significant implementation issues that had evolved
since the  issuance  of SFAS No.  121.  SFAS No. 144 also  establishes  a single
accounting  model for long-lived  assets to be disposed of by sale. SFAS No. 144
is effective for financial  statements  issued for fiscal years  beginning after
December 15, 2001, and its provisions are generally to be applied prospectively.
The Company  adopted SFAS No. 144 in the first quarter of fiscal 2003.  Adoption
of SFAS No. 144 did not materially impact the Company's  consolidated  financial
statements.

NOTE 2 - ACCOUNTS RECEIVABLE

The Company's  accounts  receivable is primarily  comprised of receivables  from
national storage and distribution  companies with which the Company contracts to
provide  services  that are  billed  to the  Company  on a  per-case  basis.  In
connection with these services,  certain Company inventory items are conveyed to
these storage and distribution  companies to transfer ownership and risk of loss
prior  to  delivery  of  the  inventory  to our  restaurants.  These  items  are
reacquired  by the Company  when the  inventory  is  subsequently  delivered  to
Company   restaurants.   These  transactions  do  not  impact  the  consolidated
statements  of earnings.  Receivables  from  national  storage and  distribution
companies  amounted to $21,083 and $24,996 at May 26,  2002,  and May 27,  2001,
respectively.  The allowance for doubtful  accounts  associated with all Company
receivables  amounted  to  $330  and  $350 at May 26,  2002,  and May 27,  2001,
respectively.


                                       20
<PAGE>


NOTE 3 - RESTRUCTURING AND ASSET IMPAIRMENT CREDIT, NET

Darden recorded asset  impairment  charges of $2,629 and $158,987 in fiscal 2000
and 1997,  respectively,  representing the difference between the fair value and
carrying  value of impaired  assets.  The asset  impairment  charges  related to
low-performing  restaurant  properties and other  long-lived  assets,  including
restaurants that have been closed.  Fair value is generally  determined based on
appraisals or sales prices of  comparable  properties.  In  connection  with the
closing  of  certain   restaurant   properties,   the  Company   recorded  other
restructuring  expenses of $70,900 in fiscal 1997. The liability was 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.  All other activities  associated with
these restructuring  actions,  including disposal of closed owned properties and
lease buy-outs related to closed leased properties, were substantially completed
during fiscal 2002.

During  fiscal  2002  and  2000,  the  Company  reversed  portions  of its  1997
restructuring  liability  totaling $2,568 and $8,560,  respectively.  The fiscal
2002 and 2000 reversals primarily resulted from favorable lease terminations. No
restructuring  or asset  impairment  expense or credit was charged to  operating
results  during  fiscal 2001.  The  components  of the  restructuring  and asset
impairment credit,  net, and the after-tax and net earnings per share effects of
these items for fiscal 2002 and 2000 are as follows:
<TABLE>
<CAPTION>

                                                                                        Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                                2002                  2000
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                     <C>

Carrying costs of buildings and equipment prior to disposal
   and employee severance costs                                               $      --               $    --
Lease buy-out provisions                                                          2,568                 8,560
- --------------------------------------------------------------------------------------------------------------------
     Subtotal                                                                     2,568                 8,560
Impairment of restaurant properties                                                  --                (2,629)
- --------------------------------------------------------------------------------------------------------------------
Total restructuring and asset impairment credit, net                              2,568                 5,931
Less related income taxes                                                          (991)               (2,308)
- --------------------------------------------------------------------------------------------------------------------
Restructuring and asset impairment credit, net, net of
   income taxes                                                                   1,577                 3,623
- --------------------------------------------------------------------------------------------------------------------
Net earnings per share effect - basic and diluted                             $    0.01               $  0.03
====================================================================================================================
</TABLE>

The  restructuring  liability is included in other  current  liabilities  in the
accompanying  consolidated  balance  sheets.  As of May 26, 2002,  approximately
$43,850 of carrying, employee severance, and lease buy-out costs associated with
the  1997   restructuring   action  had  been  paid  and  charged   against  the
restructuring  liability.  The  remaining  liability  balance of $1,946  relates
primarily to lease buy-out costs  associated  with one closed leased property in
which  the  lease  term  does  not  expire   until  March  2011.  A  summary  of
restructuring liability activity for fiscal 2002 and 2001 is as follows:
<TABLE>
<CAPTION>
                                                                                        Fiscal Year
- ---------------------------------------------------------------------------- ------------------ --------------------
                                                                                     2002               2001
- ---------------------------------------------------------------------------- ------------------ --------------------
<S>                                                                                <C>                <C>
Beginning balance                                                                  $ 5,798            $ 8,564
Non-cash adjustments:
     Restructuring credits                                                          (2,568)                --
Cash payments:
     Carrying costs and employee severance payments                                   (860)            (1,364)
     Lease payments including lease buy-outs, net                                     (424)            (1,402)
- ---------------------------------------------------------------------------- ------------------ --------------------
Ending balance                                                                     $ 1,946            $ 5,798
============================================================================ ================== ====================
</TABLE>

During  fiscal  2000,  asset  impairment  charges  of  $12,000  included  in the
beginning fiscal 2000  restructuring  liability were  reclassified to reduce the
carrying  value of  land.  This  reclassification  related  to asset  impairment
charges  recorded  in  1997  for  long-lived  assets  associated  with  Canadian
restaurants.

                                       21
<PAGE>


NOTE 4 - LAND, BUILDINGS, AND EQUIPMENT

The components of land, buildings, and equipment are as follows:
<TABLE>
<CAPTION>

                                                                            May 26, 2002          May 27, 2001
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                  <C>
Land                                                                         $   464,893          $    426,171
Buildings                                                                      1,719,778             1,562,107
Equipment                                                                        830,404               759,812
Construction in progress                                                         123,987               128,976
- --------------------------------------------------------------------------------------------------------------------
Total land, buildings, and equipment                                           3,139,062             2,877,066
Less accumulated depreciation                                                 (1,218,294)           (1,097,551)
- --------------------------------------------------------------------------------------------------------------------
Net land, buildings, and equipment                                            $1,920,768           $ 1,779,515
====================================================================================================================
</TABLE>


NOTE 5 - OTHER ASSETS

The components of other assets are as follows:
<TABLE>
<CAPTION>

                                                                            May 26, 2002          May 27, 2001
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                 <C>
Prepaid pension costs                                                        $    48,262         $      45,624
Capitalized software costs                                                        33,615                14,366
Trust-owned life insurance                                                        30,757                    --
Liquor licenses                                                                   19,405                18,642
Prepaid interest and loan costs                                                   17,895                19,768
Miscellaneous                                                                      9,503                10,477
- --------------------------------------------------------------------------------------------------------------------
Total other assets                                                            $  159,437          $    108,877
====================================================================================================================
</TABLE>


NOTE 6 - SHORT-TERM DEBT

Short-term debt at May 26, 2002, and May 27, 2001,  consisted of $0 and $12,000,
respectively,  of unsecured commercial paper borrowings with original maturities
of one month or less.  The debt bore an interest  rate of 4.3 percent at May 27,
2001.


NOTE 7 - LONG-TERM DEBT

The components of long-term debt are as follows:
<TABLE>
<CAPTION>

                                                                            May 26, 2002          May 27, 2001
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>                   <C>
8.375% senior notes due September 2005                                        $  150,000            $  150,000
6.375% notes due February 2006                                                   150,000               150,000
5.75% medium-term notes due March 2007                                           150,000                    --
7.45% medium-term notes due April 2011                                            75,000                75,000
7.125% debentures due February 2016                                              100,000               100,000
ESOP loan with variable rate of interest (2.17% at May 26,
   2002) due December 2018                                                        39,140                44,455
Other                                                                                 --                 2,647
- --------------------------------------------------------------------------------------------------------------------
Total long-term debt                                                             664,140               522,102
Less issuance discount                                                            (1,634)               (1,528)
- --------------------------------------------------------------------------------------------------------------------
Total long-term debt less issuance discount                                      662,506               520,574
Less current portion                                                                  --                (2,647)
- --------------------------------------------------------------------------------------------------------------------
Long-term debt, excluding current portion                                      $ 662,506             $ 517,927
====================================================================================================================
</TABLE>


                                       22
<PAGE>



In July 2000,  the  Company  registered  $500,000  of debt  securities  with the
Securities and Exchange  Commission  (SEC) using a shelf  registration  process.
Under this process,  the Company may offer, from time to time, up to $500,000 of
debt  securities.  In September  2000, the Company issued  $150,000 of unsecured
8.375 percent senior notes due in September  2005. The senior notes rank equally
with all of the Company's other unsecured and unsubordinated debt and are senior
in right of payment to all of the Company's future subordinated debt.

In November  2000,  the Company  filed a prospectus  supplement  with the SEC to
offer up to $350,000 of medium-term notes from time to time as part of the shelf
registration  process  referred  to above.  In April 2001,  the  Company  issued
$75,000 of unsecured 7.45 percent  medium-term notes due in April 2011. In March
2002, the Company issued  $150,000 of unsecured 5.75 percent  medium-term  notes
due in March 2007. As of May 26, 2002, the Company's shelf registration provides
for the issuance of an additional $125,000 of unsecured debt securities.

In January 1996,  the Company issued  $150,000 of unsecured  6.375 percent notes
due in February 2006 and $100,000 of unsecured  7.125 percent  debentures due in
February 2016.  Concurrent  with the issuance of the notes and  debentures,  the
Company  terminated,  and settled for cash,  interest-rate  swap agreements with
notional amounts totaling $200,000,  which hedged the movement of interest rates
prior to the issuance of the notes and debentures.  The cash paid in terminating
the  interest-rate  swap agreements is being amortized to interest  expense over
the life of the notes and debentures. The effective annual interest rate is 7.57
percent for the notes and 7.82 percent for the debentures,  after  consideration
of loan costs, issuance discounts, and interest-rate swap termination costs.

The Company also maintains a credit facility which expires in October 2004, with
a  consortium  of banks under which the Company can borrow up to  $300,000.  The
credit  facility  allows the Company to borrow at interest rates that vary based
on the prime rate,  LIBOR, or a competitively  bid rate among the members of the
lender  consortium,  at the  option  of the  Company.  The  credit  facility  is
available  to support the  Company's  commercial  paper  borrowing  program,  if
necessary.  The Company is required to pay a facility fee of 15 basis points per
annum on the average daily amount of loan  commitments  by the  consortium.  The
amount of interest  and the annual  facility  fee are subject to change based on
the Company's  achievement of certain debt ratings and financial ratios, such as
maximum  debt  to  capital  ratios.  Advances  under  the  credit  facility  are
unsecured.  At May 26, 2002,  and May 27, 2001, no borrowings  were  outstanding
under this credit facility.

The  aggregate  maturities  of long-term  debt for each of the five fiscal years
subsequent to May 26, 2002, and thereafter are $0 in 2003 through 2005, $300,000
in 2006, $150,000 in 2007, and $214,140 thereafter.

NOTE 8 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company uses  interest  rate related  derivative  instruments  to manage its
exposure on its debt instruments,  as well as commodities  derivatives to manage
its exposure to commodity price  fluctuations.  By using these instruments,  the
Company  exposes  itself,  from time to time,  to credit  risk and market  risk.
Credit risk is the failure of the counterparty to perform under the terms of the
derivative  contract.  When the fair value of a derivative contract is positive,
the  counterparty  owes the Company,  which creates credit risk for the Company.
The Company  minimizes this credit risk by entering into  transactions with high
quality  counterparties.  Market  risk is the  adverse  effect on the value of a
financial  instrument  that results from a change in interest rates or commodity
prices.  The Company  minimizes this market risk by establishing  and monitoring
parameters  that  limit  the  types  and  degree  of  market  risk  that  may be
undertaken.


                                       23
<PAGE>


Natural Gas and Coffee Futures Contracts

During  fiscal 2002,  the Company  entered into futures  contracts to reduce the
risk  of  natural  gas  and  coffee  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.  These changes in fair
value are  subsequently  reclassified  into  earnings  when the  natural gas and
coffee are  purchased and used by the Company in its  operations.  Net losses of
$276 related to these  derivatives  were  recognized  in earnings  during fiscal
2002. It is expected  that $413 of net gains  related to these  contracts at May
26, 2002, will be reclassified from accumulated other comprehensive  income into
food and beverage costs or restaurant expenses during the next 12 months. To the
extent  these  derivatives  are not  effective,  changes in their fair value are
immediately recognized in current earnings. Outstanding derivatives are included
in other current assets or other current liabilities.

As of May 26, 2002, the maximum length of time over which the Company is hedging
its exposure to the  variability  in future natural gas and coffee cash flows is
six months and seven months, respectively.  No gains or losses were reclassified
into earnings  during fiscal 2002 as a result of the  discontinuance  of natural
gas and coffee cash flow hedges.

Interest Rate Lock Agreement

During  fiscal  2002,  the Company  entered into a treasury  interest  rate lock
agreement  (treasury  lock) to hedge the risk that the cost of a future issuance
of fixed rate debt may be adversely affected by interest rate fluctuations.  The
treasury lock,  which had a $75,000  notional  principal amount of indebtedness,
was used to hedge a portion of the interest payments associated with $150,000 of
debt  subsequently  issued in March 2002.  The treasury  lock was settled at the
time of the related debt  issuance  with a net gain of $267 being  recognized in
other comprehensive income. The net gain on the treasury lock is being amortized
into earnings as an adjustment to interest expense over the same period in which
the related  interest  costs on the new debt  issuance are being  recognized  in
earnings.  Amortization  of $67 was  recognized  in earnings as an adjustment to
interest  expense  during fiscal 2002. It is expected that $53 of this gain will
be recognized in earnings as an adjustment to interest  expense  during the next
12 months.

NOTE 9 - FINANCIAL INSTRUMENTS

The Company has participated in the financial  derivatives markets to manage its
exposure to interest rate fluctuations. The Company had interest rate swaps with
a notional  amount of $200,000,  which it used to convert  variable rates on its
long-term debt to fixed rates  effective May 30, 1995. The Company  received the
one-month  commercial  paper interest rate and paid fixed-rate  interest ranging
from 7.51 percent to 7.89 percent.  The interest rate swaps were settled  during
January 1996 at a cost to the Company of $27,670.  This cost is being recognized
as an  adjustment to interest  expense over the term of the  Company's  10-year,
6.375 percent notes and 20-year, 7.125 percent debentures (see Note 7).

The  following  methods  were used in  estimating  fair  value  disclosures  for
significant  financial   instruments:   Cash  equivalents  and  short-term  debt
approximate  their  carrying  amount due to the short  duration of those  items.
Short-term  investments are carried at amortized cost, which  approximates  fair
value.  Long-term debt is based on quoted market prices or, if market prices are
not available,  the present value of the underlying cash flows discounted at the
Company's  incremental  borrowing rates. The carrying amounts and fair values of
the Company's significant financial instruments are as follows:
<TABLE>
<CAPTION>

                                                        May 26, 2002                       May 27, 2001
- --------------------------------------------------------------------------------------------------------------------
                                                 Carrying            Fair           Carrying            Fair
                                                  Amount            Value            Amount            Value
- --------------------------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>              <C>              <C>
Cash and cash equivalents                         $152,875          $152,875         $  61,814        $  61,814
Short-term investments                               9,904             9,904                --               --
Short-term debt                                         --                --            12,000           12,000
Total long-term debt                               662,506           680,115           520,574          513,392
- --------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       24
<PAGE>


NOTE 10 - STOCKHOLDERS' EQUITY

Treasury Stock

The Company's  Board of Directors has approved a stock  repurchase  program that
authorizes  the Company to repurchase up to 96.9 million shares of the Company's
common stock.  In fiscal 2002,  2001, and 2000, the Company  purchased  treasury
stock totaling $208,578,  $176,511,  and $202,105,  respectively.  As of May 26,
2002, a total of 86.3 million shares have been purchased under the program.  The
Company's stock repurchase program 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.

As a part of its stock repurchase program, the Company issues equity put options
from time to time that entitle the holder to sell shares of the Company's common
stock to the Company,  at a specified price, if the holder exercises the option.
In fiscal 2000, the Company  issued put options for 2,625,000  shares for $1,814
in premiums.  At May 28, 2000, put options for 375,000 shares were  outstanding.
No put options were issued in fiscal 2002 or 2001 or outstanding at May 26, 2002
or May 27, 2001.

Stock Purchase/Loan Program

The Company has share  ownership  guidelines  for its executive  management.  To
assist management in meeting these guidelines,  the Company implemented the 1998
Stock Purchase/Loan  Program (1998 Program) under its Stock Option and Long-Term
Incentive Plan of 1995. The 1998 Program provides loans to executives and awards
two options  for every new share  purchased,  up to a maximum  total share value
equal to a designated percentage of the executive's base compensation. Loans are
full  recourse  and  interest  bearing,  with a maximum  principal  amount of 75
percent  of the value of the stock  purchased.  The stock  purchased  is held on
deposit with the Company  until the loan is repaid.  The interest rate for loans
under the 1998 Program is fixed and is equal to the applicable  federal rate for
mid-term  loans  with  semi-annual  compounding  for the month in which the loan
originates.  Interest is payable on a weekly basis. Loan principal is payable in
installments with 25 percent,  25 percent,  and 50 percent of the total loan due
at the end of the fifth,  sixth,  and  seventh  years of the loan.  The  Company
accounts  for   outstanding   officer   notes   receivable  as  a  reduction  of
stockholders' equity.

Stockholders' Rights Plan

Under the Company's Rights  Agreement,  as amended,  each share of the Company's
common  stock  has  associated  with  it  two-thirds  of  a  right  to  purchase
one-hundredth  of a share of the  Company's  Series A  Participating  Cumulative
Preferred  Stock at a purchase  price of $62.50,  subject  to  adjustment  under
certain circumstances to prevent dilution.  The number of rights associated with
each share of the Company's  common stock reflects an adjustment  resulting from
the Company's  three-for-two stock split in May 2002. The rights are exercisable
when, and are not  transferable  apart from the Company's  common stock until, a
person or group has acquired 20 percent or more,  or makes a tender offer for 20
percent or more, of the Company's  common stock. If the specified  percentage of
the Company's common stock is then acquired,  each right will entitle the holder
(other than the acquiring  company) to receive,  upon exercise,  common stock of
either the Company or the  acquiring  company  having a value equal to two times
the exercise  price of the right.  The rights are  redeemable  by the  Company's
Board of Directors under certain circumstances and expire on May 24, 2005.

Stock Split

On March 21, 2002,  the Company's  Board of Directors  declared a  three-for-two
stock split of the Company's  common stock.  The stock split was effected in the
form of a 50 percent stock dividend which was distributed to stockholders on May
1, 2002, for all stockholders of record as of the close of business on April 10,
2002. In connection  with the stock split,  the number of common shares reserved
for issuance or subject to issuance  under the  Company's  stock  option,  stock
grant, and other plans was proportionately increased. The total number of common
and preferred  shares  authorized for issuance  under the Company's  Articles of
Incorporation  remained the same. All applicable  references to number of shares
and per share  amounts of common  stock have been  adjusted to reflect the stock
split.


                                       25
<PAGE>


Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) are as follows:
<TABLE>
<CAPTION>

                                                                          May 26,  2002       May 27,  2001
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                 <C>
Foreign currency translation adjustment                                         $(12,933)           $(13,102)
Unrealized gains on derivatives                                                      380                  --
Minimum pension liability adjustment                                                (288)                 --
- --------------------------------------------------------------------------------------------------------------------
Total accumulated other comprehensive income (loss)                             $(12,841)           $(13,102)
====================================================================================================================
</TABLE>

Reclassification  adjustments  associated  with  pre-tax net  derivative  losses
realized in net earnings for fiscal 2002,  2001,  and 2000 amounted to $209, $0,
and $0, respectively.


NOTE 11- LEASES

An analysis of rent expense incurred under operating leases is as follows:
<TABLE>
<CAPTION>

                                                                                   Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                     2002              2001              2000
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>               <C>              <C>
Restaurant minimum rent                                             $43,113           $40,007          $38,818
Restaurant percentage rent                                            3,550             3,163            2,183
Restaurant equipment minimum rent                                     8,386             8,388            8,267
Restaurant rent averaging expense                                      (518)             (510)            (473)
Transportation equipment                                              2,481             2,320            1,946
Office equipment                                                      1,526             1,323            1,090
Office space                                                          1,387             1,020              597
Warehouse space                                                         237               227              227
- --------------------------------------------------------------------------------------------------------------------
Total rent expense                                                  $60,162           $55,938          $52,655
====================================================================================================================
</TABLE>

Minimum rental  obligations are accounted for on a straight-line  basis over the
term of the lease. Percentage rent expense is generally based on sales levels or
changes in the Consumer Price Index.  Many of the Company's  leases have renewal
periods totaling five to 20 years, exercisable at the option of the Company, and
require payment of property taxes, insurance,  and maintenance costs in addition
to the rent payments.  The annual  non-cancelable  future lease  commitments for
each of the five fiscal years  subsequent to May 26, 2002, and  thereafter  are:
$51,951 in 2003,  $41,637 in 2004,  $36,327 in 2005, $30,605 in 2006, $24,777 in
2007, and $74,132 thereafter, for a cumulative total of $259,429.

NOTE 12 - INTEREST, NET

The components of interest, net, are as follows:
<TABLE>
<CAPTION>
                                                                                   Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                     2002                2001           2000
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>               <C>              <C>
Interest expense                                                     $41,493           $35,196          $24,999
Capitalized interest                                                  (3,653)           (3,671)          (1,910)
Interest income                                                       (1,255)             (861)            (701)
- --------------------------------------------------------------------------------------------------------------------
Interest, net                                                        $36,585           $30,664          $22,388
====================================================================================================================
</TABLE>

Capitalized  interest was  computed  using the  Company's  borrowing  rate.  The
Company  paid  $31,027,  $24,281,  and $19,834 for interest  (excluding  amounts
capitalized) in fiscal 2002, 2001, and 2000, respectively.


                                       26
<PAGE>


NOTE 13 - INCOME TAXES

The  components  of earnings  before  income taxes and the  provision for income
taxes thereon are as follows:
<TABLE>
<CAPTION>

                                                                                   Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                     2002             2001              2000
- --------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>               <C>               <C>
Earnings before income taxes:
       U.S.                                                        $ 359,947        $  296,160        $ 269,802
       Canada                                                          3,362             5,058            4,105
- --------------------------------------------------------------------------------------------------------------------
Earnings before income taxes                                       $ 363,309        $  301,218        $ 273,907
- --------------------------------------------------------------------------------------------------------------------
Income taxes:
   Current:
       Federal                                                     $  88,063        $   79,285        $  61,528
       State and local                                                14,582            13,049           10,861
       Canada                                                            133               134              204
- --------------------------------------------------------------------------------------------------------------------
     Total current                                                 $ 102,778        $   92,468        $  72,593
- --------------------------------------------------------------------------------------------------------------------
   Deferred (principally U.S.)                                        22,743            11,750           24,609
- --------------------------------------------------------------------------------------------------------------------
Total income taxes                                                 $ 125,521        $  104,218        $  97,202
====================================================================================================================
</TABLE>

During fiscal 2002,  2001,  and 2000,  the Company paid income taxes of $56,839,
$63,893, and $53,688, respectively.

The following table is a reconciliation of the U.S. statutory income tax rate to
the  effective  income  tax  rate  included  in  the  accompanying  consolidated
statements of earnings:
<TABLE>
<CAPTION>
                                                                                   Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                     2002             2001              2000
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>               <C>              <C>
U.S. statutory rate                                                  35.0%             35.0%            35.0%
State and local income taxes, net of federal tax benefits             3.1               3.1              3.3
Benefit of federal income tax credits                                (3.9)             (4.1)            (3.9)
Other, net                                                            0.4               0.6              1.1
- --------------------------------------------------------------------------------------------------------------------
Effective income tax rate                                            34.6%             34.6%            35.5%
====================================================================================================================
</TABLE>

The tax effects of temporary  differences  that give rise to deferred tax assets
and liabilities are as follows:
<TABLE>
<CAPTION>

                                                                            May 26, 2002          May 27, 2001
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                  <C>
Accrued liabilities                                                          $   19,052           $    14,899
Compensation and employee benefits                                               52,804                50,902
Asset disposition and restructuring liabilities                                   2,283                 5,306
Net assets held for disposal                                                        301                   937
Other                                                                             2,392                 2,436
- --------------------------------------------------------------------------------------------------------------------
    Gross deferred tax assets                                                $   76,832           $    74,480
- --------------------------------------------------------------------------------------------------------------------
Buildings and equipment                                                         (93,752)              (73,578)
Prepaid pension costs                                                           (18,096)              (17,376)
Prepaid interest                                                                 (3,478)               (3,812)
Deferred rent and interest income                                               (12,496)              (13,474)
Capitalized software and other assets                                           (12,127)               (5,840)
Other                                                                            (2,465)               (3,182)
- --------------------------------------------------------------------------------------------------------------------
     Gross deferred tax liabilities                                           $(142,414)           $ (117,262)
- --------------------------------------------------------------------------------------------------------------------
         Net deferred tax liabilities                                        $  (65,582)          $   (42,782)
====================================================================================================================
</TABLE>

A valuation allowance for deferred tax assets is provided when it is more likely
than not  that  some  portion  or all of the  deferred  tax  assets  will not be
realized.  Realization is dependent upon the generation of future taxable income
or the  reversal of deferred tax  liabilities  during the periods in which those
temporary  differences  become  deductible.  Management  considers the scheduled
reversal of deferred tax liabilities,  projected future taxable income,  and tax
planning  strategies in making this assessment.  As of May 26, 2002, and May 27,
2001, no valuation allowance has been recognized for deferred tax assets because
the Company  believes that  sufficient  projected  future taxable income will be
generated to fully utilize the benefits of these deductible amounts.

                                       27
<PAGE>


NOTE 14 - RETIREMENT PLANS

Defined Benefit Plans and Post-Retirement Benefit Plan

Substantially  all of the Company's  employees are eligible to  participate in a
retirement plan. The Company sponsors  non-contributory  defined benefit pension
plans  for its  salaried  employees,  in which  benefits  are  based on  various
formulas that include years of service and compensation  factors, and a group of
hourly employees, in which a frozen level of benefits is provided. The Company's
policy is to fund, at a minimum,  the amount  necessary on an actuarial basis to
provide  for  benefits  in  accordance  with the  requirements  of the  Employee
Retirement Income Security Act of 1974, as amended.  The Company also sponsors a
contributory  post-retirement benefit plan that provides health care benefits to
its salaried retirees.

The  following  provides a  reconciliation  of the  changes in the plan  benefit
obligation,  fair value of plan assets, and the funded status of the plans as of
February 28, 2002 and 2001:
<TABLE>
<CAPTION>

                                                     Defined Benefit Plans (1)            Post-Retirement Benefit Plan
- -------------------------------------------------- -------------- --------------- ---- --------------- ---------------
                                                          2002            2001              2002            2001
- -------------------------------------------------- -------------- --------------- ---- --------------- ---------------
- -------------------------------------------------- -------------- --------------- ---- --------------- ---------------
<S>                                                   <C>             <C>                 <C>             <C>
Change in Benefit Obligation:
Benefit obligation at beginning of period             $  97,339        $ 82,634           $  6,739        $  5,663
  Service cost                                            3,586           3,488                291             246
  Interest cost                                           7,145           6,450                500             448
  Participant contributions                                  --              --                 91              96
  Benefits paid                                          (4,412)         (3,765)              (214)           (159)
  Actuarial loss                                          7,497           8,532              1,949             445
                                                    -----------     -----------          ---------      ----------
Benefit obligation at end of period                   $ 111,155        $ 97,339           $  9,356        $  6,739
                                                       ========       =========           ========        ========

Change in Plan Assets:
Fair value at beginning of period                     $ 120,042        $115,872           $     --        $     --
  Actual return on plan assets                           (6,097)          7,894                 --              --
  Employer contributions                                     41              41                123              63
  Participant contributions                                  --              --                 91              96
  Benefits paid                                          (4,412)         (3,765)              (214)           (159)
                                                     ----------      ----------          ---------     -----------
Fair value at end of period                           $ 109,574        $120,042           $     --        $     --
                                                       ========        ========        ===========     ============

Reconciliation of the Plan's Funded Status:
Funded status at end of year                          $  (1,581)       $ 22,703           $ (9,356)       $ (6,739)
  Unrecognized transition asset                              --            (642)                --              --
  Unrecognized prior service cost                        (1,392)         (1,849)                47              65
  Unrecognized actuarial loss (gain)                     47,762          22,857              1,579            (371)
  Contributions for March to May                              10             10                 44              28
                                                   -------------   ------------        ------------    -----------
Prepaid (accrued) benefit costs                       $  44,799        $ 43,079           $ (7,686)       $ (7,017)
                                                      =========       =========           =========       =========

Components of the Consolidated Balance
  Sheets:
Prepaid benefit costs                                 $  48,262        $ 45,624           $     --        $     --
Accrued benefit costs                                    (3,929)         (2,545)            (7,686)         (7,017)
Accumulated other comprehensive income                      466               --                --              --
                                                   ------------   --------------       -------------   -------------
Net asset (liability) recognized                      $  44,799        $ 43,079           $ (7,686)       $ (7,017)
                                                      =========       =========           =========       =========

<FN>

(1)  For plans with  accumulated  benefit  obligations in excess of plan assets,
     the  accumulated  benefit  obligation  and fair value of plan  assets  were
     $3,939 and $0,  respectively,  as of February 28, 2002,  and $2,781 and $0,
     respectively, as of February 28, 2001.
</FN>
</TABLE>



                                       28
<PAGE>


The following table presents the weighted-average  assumptions used to determine
the actuarial present value of the defined benefit plans and the post-retirement
benefit plan obligations:
<TABLE>
<CAPTION>

                                                           Defined Benefit Plans   Post-Retirement Benefit Plan
- ---------------------------------------------------------------------------------------------------------------
                                                         2002         2001              2002         2001

- ---------------------------------------------------------------- ----------------------------------------------
<S>                                                       <C>         <C>               <C>          <C>
Discount rate                                              7.0%        7.5%             7.0%         7.5%
Expected long-term rate of return on plan assets          10.4%       10.4%             N/A          N/A
Rate of future compensation increases                     3.75%        4.0%             N/A          N/A
====================================================================================================================
</TABLE>

The assumed health care cost trend rate increase in the  per-capita  charges for
benefits  ranged from 9.0 percent to 10.0 percent for fiscal 2003,  depending on
the medical service  category.  The rates  gradually  decrease to a range of 4.0
percent to 5.0 percent through fiscal 2007 and remain at that level thereafter.

The  assumed  health  care cost trend rate has a  significant  effect on amounts
reported for retiree health care plans. A  one-percentage-point  variance in the
assumed  health care cost trend rate would increase or decrease the total of the
service and interest  cost  components of net periodic  post-retirement  benefit
cost by $166  and  $126,  respectively,  and  would  increase  or  decrease  the
accumulated   post-retirement   benefit   obligation   by  $1,955  and   $1,560,
respectively.

Components of net periodic benefit cost (income) are as follows:
<TABLE>
<CAPTION>

                                                         Defined Benefit Plans           Post-Retirement Benefit Plan
- ------------------------------------------------- ---------- ----------- ---------- --- --------- ---------- --------
                                                      2002        2001       2000          2002       2001    2000
- ------------------------------------------------- ---------- ----------- ---------- --- --------- ---------- --------
- ------------------------------------------------- ---------- ----------- ---------- --- --------- ---------- --------
<S>                                                <C>        <C>         <C>            <C>        <C>      <C>
Service cost                                       $ 3,586    $ 3,488     $ 3,091        $ 291      $ 246    $ 260
Interest cost                                        7,145      6,255       5,509          500        447      396
Expected return on plan assets                     (12,416)   (11,589)    (10,652)          --         --       --
Amortization of unrecognized transition asset         (642)      (642)       (642)          --         --       --
Amortization of unrecognized prior service cost       (456)      (456)       (456)          18         18       18
Recognized net actuarial loss (gain)                 1,104        213       1,405           --        (18)      --
- ------------------------------------------------- ---------- ----------- ---------- --- --------- ---------- --------
Net periodic benefit cost (income)                $ (1,679)   $(2,731)    $(1,745)       $ 809      $ 693    $ 674
================================================= ========== =========== ========== === ========= ========== ========
</TABLE>

Defined Contribution Plan

The Company has a defined  contribution  plan covering most employees age 21 and
older. The Company matches contributions for participants with at least one year
of service at up to six percent of compensation,  based on Company  performance.
The match ranges from a minimum of $0.25 up to $1.00 for each dollar contributed
by the  participant.  The plan had net assets of $442,030 at May 26,  2002,  and
$363,610 at May 27, 2001.  Expense recognized in fiscal 2002, 2001, and 2000 was
$1,593,  $3,358,  and  $3,729,  respectively.  Employees  classified  as "highly
compensated"  under the Internal  Revenue Code are  ineligible to participate in
this plan.  Amounts  payable to highly  compensated  employees under a separate,
non-qualified  deferred  compensation plan totaled $66,241 and $53,763 as of May
26, 2002 and May 27, 2001, respectively.

The defined  contribution plan includes an Employee Stock Ownership Plan (ESOP).
This ESOP originally borrowed $50,000 from third parties, with guarantees by the
Company,  and borrowed $25,000 from the Company at a variable interest rate. The
$50,000 third party loan was  refinanced in 1997 by a commercial  bank's loan to
the Company and a corresponding loan from the Company to the ESOP.  Compensation
expense is recognized as contributions are accrued. In addition to matching plan
participant  contributions,  Company  contributions to the plan are also made to
pay certain  employee  incentive  bonuses.  Fluctuations  in the Company's stock
price impact the amount of expense to be recognized.  Contributions to the plan,
plus the dividends  accumulated on allocated and unallocated  shares held by the
ESOP,  are used to pay  principal,  interest,  and expenses of the plan. As loan
payments are made,  common stock is  allocated to ESOP  participants.  In fiscal
2002, 2001, and 2000, the ESOP incurred interest expense of $1,258,  $3,086, and
$3,436,  respectively,  and used  dividends  received of $735,  $415,  and $941,
respectively, and contributions received from the Company of $5,166, $9,224, and
$9,385, respectively, to pay principal and interest on its debt.

Company  shares  owned  by the  ESOP  are  included  in  average  common  shares
outstanding for purposes of calculating net earnings per share. At May 26, 2002,
the ESOP's debt to the Company had a balance of $39,140 with a variable  rate of
interest of 2.17 percent;  $22,240 of the principal  balance is due to be repaid
no later than  December  2007,  with the  remaining  $16,900 due to be repaid no
later than December 2014. The number of Company common shares within the ESOP at
May 26, 2002, approximates  13,460,000 shares,  representing 4,682,000 allocated
shares, 197,000 committed-to-be-released shares, and 8,581,000 suspense shares.

                                       29
<PAGE>


NOTE 15 - STOCK PLANS

The Company  maintains three  principal stock option and stock grant plans:  the
Amended and Restated  Stock Option and  Long-Term  Incentive  Plan of 1995 (1995
Plan);  the  Restaurant  Management and Employee Stock Plan of 2000 (2000 Plan);
and  the  Stock  Plan  for  Directors  (Director  Plan).  All of the  plans  are
administered by the Compensation  Committee of the Board of Directors.  The 1995
Plan provides for the issuance of up to  33,300,000  common shares in connection
with the granting of non-qualified  stock options,  restricted stock, or RSUs to
key employees. Restricted stock and RSUs may be granted under the plan for up to
2,250,000  shares.  The 2000 Plan  provides  for the issuance of up to 5,400,000
common shares out of the Company's  treasury in connection  with the granting of
non-qualified  stock  options  and  restricted  stock or RSUs to key  employees,
excluding directors and Section 16 reporting officers. Restricted stock and RSUs
may be granted  under the plan for up to five  percent of the shares  authorized
under the plan.  The  Director  Plan  provides for the issuance of up to 375,000
common shares out of the Company's  treasury in connection  with the granting of
non-qualified  stock  options  and  restricted  stock  and RSUs to  non-employee
directors. Under all of the plans, stock options are granted at a price equal to
the fair  market  value  of the  shares  at the date of  grant,  for  terms  not
exceeding ten years,  and have various  vesting periods at the discretion of the
Compensation  Committee.  Outstanding  options  generally  vest over two to four
years. Restricted stock and RSUs granted under the 1995 and 2000 Plans generally
vest over  periods  ranging from three to five years and no sooner than one year
from  the date of  grant.  The  restricted  period  for  certain  grants  may be
accelerated based on performance goals established by the Committee.

The Company also maintains the  Compensation  Plan for  Non-Employee  Directors.
This plan provides that non-employee directors may elect to receive their annual
retainer and meeting fees in any combination of cash,  deferred cash, or Company
common shares,  and authorizes the issuance of up to 75,000 common shares out of
the Company's  treasury for this purpose.  The common shares  issuable under the
plan have an  aggregate  fair market  value  equal to the value of the  foregone
retainer and meeting fees.

The per share weighted-average fair value of stock options granted during fiscal
2002, 2001, and 2000 was $12.25, $11.69, and $4.31, respectively.  These amounts
were  determined  using the Black  Scholes  option-pricing  model,  which values
options  based on the stock price at the grant date,  the  expected  life of the
option, the estimated volatility of the stock,  expected dividend payments,  and
the risk-free  interest rate over the expected life of the option.  The dividend
yield was calculated by dividing the current  annualized  dividend by the option
price for each grant. The expected  volatility was determined  considering stock
prices for the fiscal year the grant occurred and prior fiscal years, as well as
considering  industry  volatility data. The risk-free interest rate was the rate
available on zero coupon U.S.  government  obligations  with a term equal to the
remaining  term for each grant.  The expected  life of the option was  estimated
based on the exercise history from previous grants.

The  weighted-average  assumptions  used  in the  Black  Scholes  model  were as
follows:
<TABLE>
<CAPTION>

                                                                                  Stock Options
                                                                             Granted in Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                      2002            2001              2000
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>               <C>               <C>
Risk-free interest rate                                                4.50%              7.00%           6.50%
Expected volatility of stock                                           30.0%              30.0%           30.0%
Dividend yield                                                          0.1%               0.1%            0.1%
Expected option life                                                 6.0 years         6.0 years         6.0 years
====================================================================================================================
</TABLE>


                                       30
<PAGE>


The Company applies an intrinsic value method in accounting for its stock option
plans.  Accordingly,  no  compensation  expense  has been  recognized  for stock
options  granted under any of its stock plans because the exercise  price of all
options  granted was equal to the current market value of the Company's stock on
the grant date. Had the Company  determined  compensation  expense for its stock
options based on the fair value at the grant date as  prescribed  under SFAS No.
123,  the  Company's  net  earnings  and net  earnings per share would have been
reduced to the pro forma amounts indicated below:
<TABLE>
<CAPTION>

                                                                                   Fiscal Year
- --------------------------------------------------------------------------------------------------------------------
                                                                     2002             2001              2000
- --------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>             <C>               <C>
   As reported                                                      $ 237,788       $ 197,000         $  176,705
   Pro forma                                                        $ 222,097       $ 184,542         $  168,171
Basic net earnings per share
   As reported                                                      $    1.36       $    1.10         $     0.92
   Pro forma                                                        $    1.27       $    1.03         $     0.87
Diluted net earnings per share
   As reported                                                      $    1.30       $    1.06         $     0.89
   Pro forma                                                        $    1.21       $    0.99         $     0.85
====================================================================================================================
</TABLE>

To determine  pro forma net  earnings,  reported net earnings have been adjusted
for compensation expense associated with stock options granted that are expected
to eventually vest.

Stock option activity during the periods indicated was as follows:
<TABLE>
<CAPTION>

                                                     Weighted-Average                           Weighted-Average
                                     Options          Exercise Price           Options           Exercise Price
                                   Exercisable           Per Share           Outstanding            Per Share
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
<S>                                     <C>               <C>                 <C>                    <C>
Balance at May 30, 1999                  8,825,661        $  7.02             23,249,327             $   7.57
- --------------------------------------------------------------------------------------------------------------------
Options granted                                                                5,591,244             $  13.94
Options exercised                                                             (1,729,383)            $   6.12
Options cancelled                                                               (758,427)            $   8.71
- --------------------------------------------------------------------------------------------------------------------
Balance at May 28, 2000                 10,068,389        $  7.12             26,352,761             $   8.98
- --------------------------------------------------------------------------------------------------------------------
Options granted                                                                5,375,727             $  10.99
Options exercised                                                             (4,670,100)            $   7.00
Options cancelled                                                               (926,100)            $  10.82
- --------------------------------------------------------------------------------------------------------------------
Balance at May 27, 2001                 12,222,339        $  7.62             26,132,288             $   9.68
- --------------------------------------------------------------------------------------------------------------------
Options granted                                                                5,776,350             $  17.36
Options exercised                                                             (4,310,327)            $   8.36
Options cancelled                                                               (675,776)            $  13.49
- --------------------------------------------------------------------------------------------------------------------
Balance at May 26, 2002                 12,152,538        $  8.31             26,922,535             $  11.44
- --------------------------------------------------------------------------------------------------------------------
</TABLE>


The following table provides information  regarding  exercisable and outstanding
options as of May 26, 2002:
<TABLE>
<CAPTION>

                                                                                                     Weighted-
                                                Weighted-                           Weighted-         Average
         Range of                                Average                             Average         Remaining
         Exercise               Options          Exercise          Options          Exercise        Contractual
      Price Per Share         Exercisable    Price Per Share     Outstanding     Price Per Share    Life (Years)
- --------------------------------------------------------------------------------------------------------------------
      <S>                      <C>               <C>              <C>                 <C>               <C>
      $ 4.00 - $10.00           8,911,470           7.02           8,933,218            7.02             3.28
      $10.01 - $15.00           3,178,559          11.75          12,273,097           11.95             7.28
      $15.01 - $20.00              59,461          18.18           5,549,702           17.01             9.15
        Over $20.00                 3,048          20.45             166,518           25.89             8.55
- --------------------------------------------------------------------------------------------------------------------
                               12,152,538        $  8.31          26,922,535          $11.44             6.35
====================================================================================================================
</TABLE>

The Company granted restricted stock and RSUs during fiscal 2002, 2001, and 2000
totaling  428,280,  563,306  and  336,459  shares,  respectively.  The per share
weighted-average fair value of the awards granted in fiscal 2002, 2001, and 2000
was $17.10,  $10.67,  and $13.64,  respectively.  After giving  consideration to
assumed  forfeiture rates and subsequent  forfeiture  adjustments,  compensation
expense  recognized in net earnings for awards granted in fiscal 2002, 2001, and
2000 amounted to $4,392, $4,164, and $3,314, respectively.

                                       31
<PAGE>


NOTE 16 - EMPLOYEE STOCK PURCHASE PLAN

The Company  maintains the Darden  Restaurants  Employee  Stock Purchase Plan to
provide eligible employees who have completed one year of service an opportunity
to purchase shares of its common stock,  subject to certain  limitations.  Under
the plan,  employees may elect to purchase  shares at the lower of 85 percent of
the fair  market  value of the  Company's  common  stock as of the first or last
trading days of each quarterly  participation  period. During fiscal 2002, 2001,
and 2000,  employees  purchased  shares of common stock under the plan  totaling
284,576, 328,338, and 364,722,  respectively.  As of May 26, 2002, an additional
1,039,865 shares are available for issuance.

No  compensation  expense has been  recognized for shares issued under the plan.
The impact of recognizing compensation expense for purchases made under the plan
in accordance with the fair value method  specified in SFAS No. 123 is less than
$200 and has no impact on reported basic or diluted net earnings per share.

NOTE 17 - COMMITMENTS AND CONTINGENCIES

The Company makes trade commitments in the course of its normal  operations.  As
of May 26,  2002,  and May 27,  2001,  the Company was  contingently  liable for
approximately $9,786 and $10,889, respectively,  under outstanding trade letters
of credit  issued in  connection  with  purchase  commitments.  These letters of
credit  have  terms  of one  month or less  and are  used to  collateralize  the
Company's obligations to third parties for the purchase of inventories.

As collateral for performance on contracts and as credit guarantees to banks and
insurers, the Company is contingently liable under standby letters of credit. As
of May 26,  2002,  and May 27,  2001,  the  Company  had  $30,000  and  $30,000,
respectively,  of standby letters of credit related to workers' compensation and
general liabilities accrued in the Company's  consolidated financial statements.
As of May 26,  2002,  and May 27,  2001,  the  Company  had $8,608  and  $8,166,
respectively,  of standby  letters of credit  related to  contractual  operating
lease obligation and other payments. All standby letters of credit are renewable
annually.

As of May 26,  2002,  and May 27,  2001,  the  Company  had $5,463  and  $6,922,
respectively,  of guarantees associated with third party sub-lease  obligations.
The guarantees expire over the lease terms.

The  Company  is  involved  in  litigation  arising  from the  normal  course of
business.  In the opinion of  management,  this  litigation  is not  expected to
materially impact the Company's consolidated financial statements.

NOTE 18 - QUARTERLY DATA (UNAUDITED)

The following  table  summarizes  unaudited  quarterly  data for fiscal 2002 and
2001:
<TABLE>
<CAPTION>

                                                                  Fiscal 2002 - Quarters Ended
- --------------------------------------------------------------------------------------------------------------------
                                               Aug. 26       Nov. 25        Feb. 24        May 26        Total
- --------------------------------------------------------------------------------------------------------------------
<S>                                           <C>           <C>           <C>            <C>           <C>
Sales                                         $1,073,892    $1,007,475    $1,124,943     $1,162,391    $4,368,701
Restaurant Operating Profit (1)                  245,332       206,506       258,435        273,829       984,102
Earnings before Income Taxes (2)                  95,577        56,255       102,776        108,701       363,309
Net Earnings (2)                                  62,156        36,463        66,220         72,949       237,788
Net Earnings per Share (2):
   Basic                                            0.35          0.21          0.38           0.42          1.36
   Diluted                                          0.34          0.20          0.36           0.40          1.30
Dividends Paid per Share                              --        0.0265            --         0.0265         0.053
Stock Price:
    High                                          21.667        21.653        28.660         29.767           N/A
    Low                                           16.400        15.400        20.007         23.733           N/A
====================================================================================================================
<FN>

     (1)  Restaurant operating profit is calculated as sales less cost of sales.

     (2)  Includes after-tax restructuring credits of $1,394 and $183 recorded
          in the second and fourth quarters of fiscal 2002, respectively.  The
          related basic and diluted net earnings per share impact of the credits
          recorded in the second and fourth quarters of fiscal 2002 amounted to
          $0.01 and $0.00, respectively.
</FN>
</TABLE>


                                       32
<PAGE>

<TABLE>
<CAPTION>

                                                                  Fiscal 2001 - Quarters Ended
- --------------------------------------------------------------------------------------------------------------------
                                               Aug. 27       Nov. 26        Feb. 25        May 27        Total
- --------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>           <C>           <C>           <C>
Sales                                         $1,011,292     $925,879      $981,216      $1,074,032    $3,992,419
Restaurant Operating Profit (1)                  224,758      191,075       214,640         237,513       867,986
Earnings before Income Taxes                      87,838       45,311        75,491          92,578       301,218
Net Earnings                                      56,921       29,541        49,527          61,011       197,000
Net Earnings per Share:
   Basic                                            0.31         0.17          0.27            0.35          1.10
   Diluted                                          0.31         0.16          0.27            0.33          1.06
Dividends Paid per Share                             --        0.0265            --          0.0265         0.053
Stock Price:
    High                                          12.583       17.500        18.000          19.660           N/A
    Low                                           10.292       11.083        12.667          13.773           N/A
====================================================================================================================
</TABLE>








                                       33
<PAGE>

<TABLE>
<CAPTION>

Five-Year Financial Summary
(In thousands, except per share data)
                                                                        Fiscal Year Ended
- --------------------------------------------------------------------------------------------------------------------
                                            May 26,        May 27,        May 28,        May 30,        May 31,
Operating Results                             2002          2001           2000           1999           1998
- --------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>             <C>            <C>
Sales                                     $4,368,701     $3,992,419     $3,675,461      $ 3,432,375    $ 3,261,555
- --------------------------------------------------------------------------------------------------------------------
Costs and Expenses:
   Cost of sales:
     Food and beverage                     1,384,481      1,302,926      1,199,709        1,133,705      1,083,629
     Restaurant labor                      1,373,416      1,261,837      1,181,156        1,117,401      1,062,490
     Restaurant expenses                     626,702        559,670        510,727          485,708        477,182
- --------------------------------------------------------------------------------------------------------------------
Total Cost of Sales                       $3,384,599     $3,124,433     $2,891,592      $ 2,736,814    $ 2,623,301
- --------------------------------------------------------------------------------------------------------------------
Restaurant Operating Profit                  984,102        867,986        783,869          695,561        638,254
- --------------------------------------------------------------------------------------------------------------------
Selling, general, and administrative         420,947        389,240        363,041          343,280        338,209
Depreciation and amortization                165,829         46,864        130,464          125,327        126,289
Interest, net                                 36,585         30,664         22,388           19,540         20,084
Restructuring and asset impairment
   credit, net                                (2,568)            --         (5,931)          (8,461)            --
- --------------------------------------------------------------------------------------------------------------------
Total Costs and Expenses                  $4,005,392     $3,691,201     $3,401,554      $ 3,216,500    $ 3,107,883
- --------------------------------------------------------------------------------------------------------------------
Earnings before Income Taxes                 363,309        301,218        273,907          215,875        153,672
Income Taxes                                 125,521        104,218         97,202           75,337         51,958
- --------------------------------------------------------------------------------------------------------------------
Net Earnings (1)                          $  237,788     $  197,000      $ 176,705      $   140,538    $   101,714
- --------------------------------------------------------------------------------------------------------------------
Net Earnings per Share: (1)
   Basic                                  $     1.36     $     1.10      $    0.92      $      0.68    $      0.46
   Diluted                                $     1.30     $     1.06      $    0.89      $      0.66    $      0.45
- --------------------------------------------------------------------------------------------------------------------
Average Number of Common Shares
   Outstanding, Net of Shares Held in
   Treasury:
     Basic                                   174,700        179,600        192,800          206,000        222,500
     Diluted                                 183,500        185,600        197,800          212,100        227,100
====================================================================================================================
Financial Position
Total Assets                              $2,529,736     $2,216,534     $1,969,555      $ 1,888,560    $ 1,984,742
Land, Buildings, and Equipment             1,920,768      1,779,515      1,578,541        1,461,535      1,490,348
Working Capital (Deficit)                   (151,483)      (226,116)      (316,427)        (194,478)      (161,123)
Long-term Debt                               662,506        520,574        306,586          316,451        310,608
Stockholders' Equity                       1,128,877      1,033,318        958,602          962,349      1,019,845
Stockholders' Equity per Share                  6.56           5.87           5.23             4.86           4.82

====================================================================================================================
Other Statistics
Cash Flow from Operations                 $  508,142     $  420,570     $  342,626      $   357,942    $   239,933
Capital Expenditures                         318,392        355,139        268,946          123,673        112,168
Dividends Paid                                 9,225          9,458         10,134           10,857         11,681
Dividends Paid per Share                       0.053          0.053          0.053            0.053          0.053
Advertising Expense                          187,950        177,998        165,590          162,934        165,928
Stock Price:
   High                                       29.767         19.660         15.375           15.583         12.083
   Low                                        15.400         10.292          8.292            9.458          5.417
   Close                                  $   25.030      $  19.267     $   12.583      $    14.208    $    10.292

Number of Employees                          133,200        128,900        122,300          116,700        114,800
Number of Restaurants                          1,211          1,168          1,139            1,139          1,151

====================================================================================================================
<FN>



(1) Net earnings and net earnings per share,  excluding  net  restructuring  and
asset impairment credit, for the fiscal years presented is as follows:
</FN>
</TABLE>

<TABLE>

                <S>                        <C>            <C>            <C>            <C>          <C>
                Net Earnings               $ 236,211      $ 197,000      $ 173,082      $ 135,313    $  101,714
                Net Earnings per Share:
                   Basic                   $    1.35      $    1.10      $    0.90      $    0.66    $     0.46
                   Diluted                 $    1.29      $    1.06      $    0.87      $    0.64    $     0.45
</TABLE>


                                       34


<PAGE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>11
<FILENAME>exhibit21fy02.txt
<DESCRIPTION>EXHIBIT21 SUBSIDIARIES OF DARDEN REST. INC.
<TEXT>
                                                                      EXHIBIT 21

                    SUBSIDIARIES OF DARDEN RESTAURANTS, INC.


As of May 26,  2002,  we had three  "significant  subsidiaries",  as  defined in
Regulation S-X, Rule 1-02(w), identified as follows:

          GMRI,  Inc.,  a Florida  corporation,  doing  business as Red Lobster,
          Olive Garden, Bahama Breeze and Smokey Bones.

          GMRI  Florida,  Inc.,  a  Florida  corporation,  owning a 99%  limited
          partnership interest in GMRI Texas, L.P.

          GMRI Texas, L.P., a Texas limited  partnership,  doing business as Red
          Lobster, Olive Garden and Bahama Breeze.

We also had other direct and indirect  subsidiaries  as of May 26, 2002. None of
these  subsidiaries  would  constitute a "significant  subsidiary" as defined in
Regulation S-X, Rule 1-02(w).




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>12
<FILENAME>exhibit23fy02.txt
<DESCRIPTION>EXHIBIT23 INDEPENDENT ACCOUNTANTS' CONSENT
<TEXT>
                                                                      EXHIBIT 23


KPMG LLP

P.O. Box 31002
St. Petersburg, FL 33731-8902

P.O. Box 1439
Tampa, FL 33601-1439


                        INDEPENDENT ACCOUNTANTS' CONSENT


The Board of Directors
Darden Restaurants, Inc.:

     We consent to incorporation by reference in the Registration  Statements on
Form  S-3  (Nos.  33-93854  and  333-41350)  and on Form  S-8  (Nos.  333-57410,
333-91579 and  333-69037) of Darden  Restaurants,  Inc. of our report dated June
18, 2002,  relating to the  consolidated  balance sheets of Darden  Restaurants,
Inc.  and  subsidiaries  as of May 26,  2002 and May 27,  2001,  and the related
consolidated  statements  of  earnings,  changes  in  stockholders'  equity  and
accumulated other  comprehensive  income,  and cash flows for each of the fiscal
years in the three-year  period ended May 26, 2002, which report is incorporated
by reference to page 24 of the  Registrant's  2002 Annual Report to Shareholders
filed as an exhibit to this  Annual  Report on Form 10-K of Darden  Restaurants,
Inc.

                                                              /s/KPMG LLP

Orlando, Florida
August 16, 2002




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>13
<FILENAME>exhibit24fy02.txt
<DESCRIPTION>EXHIBIT24 POWER OF ATTORNEY
<TEXT>
                                                                      EXHIBIT 24

                                POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS,  that the undersigned constitutes and appoints Paula
J. Shives,  Joe R. Lee and Clarence Otis, Jr., and each of them, his or her true
and lawful  attorneys-in-fact  and agents,  with full power of substitution  and
resubstitution,  for and in his or her  name,  place and  stead,  in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                                     /s/ Leonard L. Berry
                                                     --------------------------
                                                     Leonard L. Berry

Date: June 18, 2002



<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                                     /s/ Odie C. Donald
                                                     --------------------------
                                                     Odie C. Donald

Date: June 18, 2002



<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                                     /s/ Julius Erving, II
                                                     --------------------------
                                                     Julius Erving, II

Date: June 18, 2002


<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                                     /s/ David H. Hughes
                                                     --------------------------
                                                     David H. Hughes

Date: June 20, 2002





<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                              /s/ Cornelius McGillicuddy, III
                                              ---------------------------------
                                              Cornelius McGillicuddy, III

Date: June 18, 2002




<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                               /s/ Michael D. Rose
                                               --------------------------------
                                               Michael D. Rose

Date: June 18, 2002


<PAGE>



                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                              /s/ Maria A. Sastre
                                              ---------------------------------
                                              Maria A. Sastre

Date: June 18, 2002



<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                                /s/ Jack A. Smith
                                                -------------------------------
                                                Jack A. Smith

Date: June 17, 2002



<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                      /s/ Rita P. Wilson
                                      ---------------------------------------
                                      Rita P. Wilson

Date: June 19, 2002




<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                           /s/ Bradley D. Blum
                                           ------------------------------------
                                           Bradley D. Blum

Date: June 21, 2002


<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                            /s/ Richard E. Rivera
                                            -----------------------------------
                                            Richard E. Rivera

Date: June 21, 2002


<PAGE>


                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS,  that the undersigned  constitutes and appoints
Paula J. Shives, Joe R. Lee and Clarence Otis, Jr., and each of them, his or her
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and resubstitution,  for and in his or her name, place and stead, in any and all
capacities, to sign the Annual Report on Form 10-K for the fiscal year ended May
26,  2002,  and any and all  amendments  thereto and to file the same,  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as fully to all  intents  and  purposes  as might or could be done in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents or any of them,  or their  substitute or  substitutes  may lawfully do or
cause to be done by virtue hereof.


                                           /s/ Blaine Sweatt, III
                                           ------------------------------------
                                           Blaine Sweatt, III

Date: June 23, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A1
<SEQUENCE>14
<FILENAME>exhibit99afy02.txt
<DESCRIPTION>EXHIBIT99A CEO & CFO OATH
<TEXT>
                                                                   EXHIBIT 99(a)

              STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER

              AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND

                 CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Joe R. Lee, state and attest that:

     (1)  To the  best of my  knowledge,  based  upon a  review  of the  covered
          reports of Darden  Restaurants,  Inc.,  and,  except as  corrected  or
          supplemented in a subsequent covered report:

          o    no covered  report  contained  an untrue  statement of a material
               fact as of the end of the period  covered  by such  report (or in
               the case of a report on Form 8-K or definitive  proxy  materials,
               as of the date on which it was filed); and

          o    no covered  report  omitted to state a material fact necessary to
               make  the  statements  in the  covered  report,  in  light of the
               circumstances  under which they were made,  not  misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials,  as of the date
               on which it was filed).

     (2)  I have  reviewed the  contents of this  statement  with the  Company's
          Audit Committee.

     (3)  In this statement  under oath,  each of the following,  if filed on or
          before the date of this statement, is a "covered report":

          o    Annual  Report on Form  10-K for the  fiscal  year  ended May 26,
               2002, of Darden Restaurants, Inc.;

          o    all  reports  on Form  10-Q,  all  reports  on  Form  8-K and all
               definitive proxy materials of Darden Restaurants, Inc. filed with
               the  Commission  subsequent  to  the  filing  of  the  Form  10-K
               identified above; and

          o    any amendments to any of the foregoing.


 /s/ Joe R. Lee                             Subscribed and sworn to before me
- -----------------
Signature                                   this 19th day of August 2002.
Joe R. Lee
Chairman and Chief Executive Officer        /s/ Theresa M. Tralongo
                                            ------------------------
Darden Restaurants, Inc.                    Notary Public - Theresa M. Tralongo
August 19, 2002                             State of Florida/County of Orange
                                            My Commission Expires: 5/30/05


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A1
<SEQUENCE>15
<FILENAME>exhibit99bfy02.txt
<DESCRIPTION>EXHIBIT99B CEO & CFO OATH
<TEXT>
                                                                   EXHIBIT 99(b)

              STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER

              AND PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND

                 CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

I, Clarence Otis, Jr., state and attest that:

     (1)  To the  best of my  knowledge,  based  upon a  review  of the  covered
          reports of Darden  Restaurants,  Inc.,  and,  except as  corrected  or
          supplemented in a subsequent covered report:

          o    no covered  report  contained  an untrue  statement of a material
               fact as of the end of the period  covered  by such  report (or in
               the case of a report on Form 8-K or definitive  proxy  materials,
               as of the date on which it was filed); and

          o    no covered  report  omitted to state a material fact necessary to
               make  the  statements  in the  covered  report,  in  light of the
               circumstances  under which they were made,  not  misleading as of
               the end of the period covered by such report (or in the case of a
               report on Form 8-K or definitive proxy materials,  as of the date
               on which it was filed).

     (2)  I have  reviewed the  contents of this  statement  with the  Company's
          Audit Committee.

     (3)  In this statement  under oath,  each of the following,  if filed on or
          before the date of this statement, is a "covered report":

          o    Annual Report on Form 10-K for fiscal year ended May 26, 2002, of
               Darden Restaurants, Inc.;

          o    all  reports  on Form  10-Q,  all  reports  on  Form  8-K and all
               definitive proxy materials of Darden Restaurants, Inc. filed with
               the  Commission  subsequent  to  the  filing  of  the  Form  10-K
               identified above; and

          o    any amendments to any of the foregoing.


 /s/ Clarence Otis, Jr.                      Subscribed and sworn to before me
- -------------------------------
Signature                                    this 19th day of August 2002.
Clarence Otis, Jr.
Executive Vice President and                 /s/ Theresa M. Tralongo
                                            -----------------------
Chief Financial Officer                     Notary Public - Theresa M. Tralongo
Darden Restaurants, Inc.                    State of Florida/County of Orange
August 19, 2002                             My Commission Expires: 5/30/05


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A1
<SEQUENCE>16
<FILENAME>exhibit99cfy02.txt
<DESCRIPTION>EXHIBIT99C CEO CERTIFICATION, SEC. 13A &15D
<TEXT>
                                                                   EXHIBIT 99(c)

                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss.1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Darden Restaurants,  Inc. ("Company") on
Form 10-K for the year  ended May 26,  2002,  as filed with the  Securities  and
Exchange  Commission on the date hereof ("Report"),  I, Joe R. Lee, Chairman and
Chief Executive Officer of the Company,  certify, pursuant to 18 U.S.C. ss.1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

          1.   The Report fully complies with the  requirements of Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          2.   The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


                                         /s/ Joe R. Lee
                                         ---------------------
                                         Joe R. Lee
                                         Chairman and Chief Executive Officer
                                         August 19, 2002



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.A1
<SEQUENCE>17
<FILENAME>exhibit99dfy02.txt
<DESCRIPTION>EXHIBIT99D CFO CERTIFICATION, SEC. 13A & 15D
<TEXT>
                                                                   EXHIBIT 99(d)

                            CERTIFICATION PURSUANT TO
                               18 U.S.C. ss.1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Darden Restaurants,  Inc. ("Company") on
Form 10-K for the year  ended May 26,  2002,  as filed with the  Securities  and
Exchange  Commission  on the date hereof  ("Report"),  I,  Clarence  Otis,  Jr.,
Executive Vice President and Chief  Financial  Officer of the Company,  certify,
pursuant  to 18 U.S.C.  ss.1350,  as  adopted  pursuant  to  Section  906 of the
Sarbanes-Oxley Act of 2002, that:

          1.   The Report fully complies with the  requirements of Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          2.   The information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Company.


                                               /s/ Clarence Otis, Jr.
                                               ---------------------------
                                               Clarence Otis, Jr.
                                               Executive Vice President and
                                               Chief Financial Officer
                                               August 19, 2002



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