                                                                   Exhibit 10(h)


                            DARDEN RESTAURANTS, INC.

                           MANAGEMENT AND PROFESSIONAL

                                 INCENTIVE PLAN



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                                TABLE OF CONTENTS



PART I.       DEFINITIONS.....................................................1

     A.  Actively Employed....................................................1
     B.  Additional Incentive Award...........................................1
     C.  Agent................................................................1
     D.  Award................................................................1
     E.  Base Incentive Award.................................................1
     F.  Board................................................................1
     G.  Change of Control....................................................1
     H.  Committee............................................................1
     I.  Common Stock.........................................................2
     J.  Company..............................................................2
     K.  Consolidated Earnings................................................2
     L.  Management Employee..................................................2
     M.  Matching Restricted Stock ...........................................2
     N.  Original Deposit.....................................................2
     O.  Participant..........................................................2
     P.  Plan.................................................................2
     Q.  Plan Year............................................................2
     R.  Professional Employee................................................2
     S.  Stock Matching.......................................................2
     T.  Stock Matching Provisions............................................3

PART II. GENERAL PROVISIONS...................................................3

     A.  Objective Of The Plan................................................3
     B.  Eligibility..........................................................3
     C.  Participation........................................................3

PART III.     BASE INCENTIVE AWARDS...........................................3

     A.  Individual Performance...............................................3
     B.  Corporate Performance................................................4
     C.  Determination Of Amounts Of Award....................................4

PART IV. ADDITIONAL INCENTIVE AWARDS..........................................5

     A.  Cash Or Other Awards.................................................5
     B.  Participation In Stock Matching......................................5

PART V.  DEFERRAL OF CASH INCENTIVE AWARDS....................................6

PART VI. PLAN ADMINISTRATION..................................................7


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                                     PART I

                                   DEFINITIONS

A.   Actively Employed

     The term  "Actively  Employed"  means  the  Participant  is deemed to be an
     active  employee of the  Company,  as  determined  in  accordance  with the
     Company's policies and procedures,  provided that the period during which a
     Participant  is "Actively  Employed"  will not include any leave of absence
     period,  except as  otherwise  determined  by the  Company's  policies  and
     procedures.

B.   Additional Incentive Award

     The term  "Additional  Incentive  Award" means a  Participant's  additional
     incentive award granted under Part IV of this Plan.

C.   Agent

     The term "Agent"  means the Company or such other  entity as the  Committee
     may designate to fulfill the responsibilities of "Agent" under this Plan.

D.   Award

     The term "Award" means any Base Incentive Award and/or Additional Incentive
     Award granted under this Plan.

E.   Base Incentive Award

     The term "Base Incentive Award" means a Participant's  base incentive award
     granted under Part III of this Plan.

F.   Board

     The term "Board" means the Board of Directors of the Company.

G.   Change of Control

     The term "Change of Control"  means the  occurrence of any of the following
     events:

     (i)  any person  (including  a group as defined in Section  13(d)(3) of the
          Securities Exchange Act of 1934) becoming, directly or indirectly, the
          beneficial  owner of  twenty  percent  (20%) or more of the  shares of
          stock 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 shall 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.

H.   Committee

     The term "Committee" means the Compensation Committee of the Board.

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I.   Common Stock

     The term "Common Stock" or "Stock" means the common stock of the Company.

J.   Company

     The term "Company" means Darden Restaurants, Inc. and its subsidiaries.

K.   Consolidated Earnings

     The term "Consolidated Earnings" means consolidated net income for the year
     for which an Award is made,  adjusted  to omit the  effects of unusual  and
     extraordinary items,  discontinued operations and the cumulative effects of
     changes in accounting principles,  all as shown on the audited consolidated
     statement of earnings of the Company and its subsidiaries and as determined
     in accordance with generally accepted accounting principles.

L.   Management Employee

     The term "Management  Employee" means any active key management employee of
     the Company or its  subsidiaries,  to the extent  designated  by the Senior
     Vice President,  Human  Resources,  including such members of the Board and
     the Chairman as are actively employed by the Company or its subsidiaries.

M.   Matching Restricted Stock

     The term "Matching  Restricted  Stock" means shares described in Part IV(B)
     of this Plan.

N.   Original Deposit

     The term "Original  Deposit" means shares deposited  pursuant to Part IV(B)
     of this Plan.

O.   Participant

     The term "Participant"  means an individual selected to be a Participant in
     accordance with Part II of this Plan.

P.   Plan

     The  term  "Plan"  means  the  Darden  Restaurants,   Inc.  Management  and
     Professional Incentive Plan, formerly known as the Darden Restaurants, Inc.
     Management Incentive Plan.

Q.   Plan Year

     The term "Plan Year" means the Company's fiscal year.

R.   Professional Employee

     The term  "Professional  Employee" means any  professional  employee to the
     extent designated by the Vice President, Compensation.

S.   Stock Matching

     The term  "Stock  Matching"  means  incentive  compensation  in the form of
     Common Stock made available by the Company on the condition the Participant
     deposits a specified amount of Common Stock with the Company.

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T.   Stock Matching Provisions

     The term "Stock Matching Provisions" means the provisions set forth in Part
     IV(B) of this Plan.


                                     PART II

                               GENERAL PROVISIONS

A.   Objective Of The Plan

     It is the  intent  of the  Company  to  provide  financial  rewards  to key
     management  and   professional   employees  in  recognition  of  individual
     contributions  to the success of the Company  under the  provisions of this
     Plan. As such,  the  Committee  has designed  this Plan to accomplish  such
     objectives.  Participant  Awards will be based on the comparative impact of
     the Participant's  position to the overall corporate results as measured by
     the degree to which the  individual is able to affect  division/subsidiary,
     group and corporate results.

B.   Eligibility

     Any Management  Employee and any Professional  Employee will be eligible to
     participate  in  the  Plan.  Eligibility  will  not  carry  any  rights  to
     participation nor to any fixed Awards under the Plan.

C.   Participation

     As early as possible in each Plan Year, management will recommend a list of
     proposed  Participants  in the  Plan,  and  the  Committee  thereupon  will
     determine those who have been selected as Participants for the current Plan
     Year.   Participants  will  be  those  persons  holding  positions,   which
     significantly affect operating results,  while providing the opportunity to
     contribute  to  current  earnings  and the future  success of the  Company.
     During the year,  other  Participants  may be added because of promotion or
     for other reasons  warranting  their  inclusion,  and  Participants  may be
     excluded  from active  participation  because of demotion or other  reasons
     warranting  their  exclusion.  In order to receive an Award,  a Participant
     must be  Actively  Employed  as of the end of the Plan Year for which  such
     Award is made,  unless  the  Participant's  termination  is due to death or
     retirement on or after age 55 and 10 years of service during the Plan Year.
     In all events in which a Participant  is eligible to receive an Award,  the
     Award will be  prorated  based on the total days  employed  during the Plan
     Year in a position eligible for participation in the Plan.

                                    PART III

                              BASE INCENTIVE AWARDS

The size of a  Participant's  Base Incentive Award under this Plan will be based
on both  individual  and  corporate  performance,  relative  to  pre-established
performance objectives.

A.   Individual Performance

     Individual performance for the Plan Year will be determined as follows:

     1.   At the  beginning  of each Plan Year,  each  Participant  will develop
          written  objectives  for the  year,  which  are  directly  related  to
          specific job accountabilities.

     2.   The  individual  objectives  will be reviewed with each  Participant's
          supervisor  for  acceptance  and will  become  the  primary  basis for
          establishing the individual's  performance for the year. For the Chief
          Executive  Officer,  such  objectives will be reviewed and approved by
          the Committee.

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     3.   Near the end of each Plan Year, each Participant will submit to his or
          her  supervisor,  a summary of  accomplishments  related to individual
          performance  during  the  year.  Based on this  information  and other
          information related to individual performance or job accountabilities,
          the supervisor will assess the individual's performance.

B.   Corporate Performance

     At the beginning of each Plan Year, the Committee will establish  corporate
     and/or unit  performance  targets,  and near the end of each Plan Year, the
     Committee will establish corporate and/or unit performance  ratings,  based
     on generally accepted  performance measures to be selected by the Committee
     such as, but not limited to, earnings per share,  return on cash, return on
     sales, cash flow, market share, revenue growth,  earnings growth, return on
     gross investment, total shareholder return and operating profits.

C.   Determination Of Amounts Of Award

     The Committee acting in its discretion,  subject to the maximum amounts set
     forth below,  will determine the amounts of Awards to Participants  for any
     Plan  Year.  Such  determinations,  except in the case of the Award for the
     Chairman of the Board, will be made after  considering the  recommendations
     of the Chairman and such other matters as the Committee will deem relevant.
     The Committee's  determination of Awards for any Plan Year shall be made no
     later than the 90th day of the Plan Year.  Any Award which is granted for a
     period of more than one Plan Year  shall be made no later than the 90th day
     of the first Plan Year.

     Notwithstanding  the foregoing,  the maximum Awards payable with respect to
     any Plan Year to any Participant  will not exceed two tenths of one percent
     (0.2%) of the  Company's  annual  sales for such year (as  reflected in the
     Company's  annual audited  financial  statements  for such year).  For this
     purpose,  the value of the Common  Stock,  restricted  stock or  restricted
     stock  units  that are part of any Award  will be based on the fair  market
     value of the  Common  Stock  subject  to the Award on the date the Award is
     made.  In all events,  however,  any Award in the form of cash shall not be
     paid,  and any  Award  in the form of  Common  Stock,  restricted  stock or
     restricted  stock  units  shall  be  forfeited,   unless  the  Company  has
     Consolidated  Earnings  for the Plan Year for  which the Award is  granted.
     Further,  an Award  based on a period of more than one year will be limited
     to the  aggregate  Consolidated  Earnings and sales of the Company for such
     period of years,  excluding any year which the Company has no  Consolidated
     Earnings.

     Any Award in the form of cash shall not be paid,  and any Award in the form
     of Common Stock,  restricted  stock or restricted  stock units shall remain
     subject to risk of forfeiture, until: (a) the Committee receives assurances
     from  both  the  Company's  Chief  Financial  Officer  and its  independent
     accountants  that the Company has  achieved  Consolidated  Earnings for the
     Plan  Year(s)  and that the  amount  of such  Award  does  not  exceed  the
     applicable  limitation under this Part III; and (b) the Committee certifies
     in writing to the Board that the  Consolidated  Earnings have been achieved
     and the applicable limitation has not been exceeded.

     Awards will be paid in cash,  Common Stock,  restricted stock or restricted
     stock units,  or any  combination  of the  foregoing,  as determined by the
     Senior Vice President,  Human Resources.  Any such Common Stock, restricted
     stock or  restricted  stock units shall be issued  pursuant to the terms of
     the Company's Stock Option and Long-Term Incentive Plan of 1995, Restaurant
     Management  and Employee Stock Plan of 2000,  2002 Stock  Incentive Plan or
     any successor plan or plans, each as may be amended from time to time.

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                                     PART IV

                           ADDITIONAL INCENTIVE AWARDS

A.   Cash Or Other Awards

     Subject  to the terms and  conditions  of Part III of this Plan and,  where
     applicable,  to the Stock  Matching  Provisions,  a Management  Employee is
     eligible to receive an Additional  Incentive  Award in the form of cash, or
     if so  determined by the Senior Vice  President,  Human  Resources,  Common
     Stock,  restricted  stock or restricted  stock units, or any combination of
     the foregoing.  Any Additional Incentive Award, or any part thereof, may be
     made  subject to the Stock  Matching  Provisions  if so  determined  by the
     Senior Vice President, Human Resources.

B.   Participation In Stock Matching

     If an Additional  Incentive  Award,  or any part thereof,  is designated as
     being made subject to the Stock  Matching  Provisions,  then the  following
     provisions shall apply:

     1.   A Management Employee under age 55 as of the last day of the Plan Year
          who is selected to participate in the Stock Matching Provisions of the
          Plan  may do so by  depositing  shares  of  Common  Stock  based  on a
          percentage of his or her Base Incentive  Award,  which  percentage the
          Committee  will set on an annual basis.  Such  percentage  may vary by
          employee group and from year to year.

     2.   Participants  age 55 or over as of the last  day of the Plan  Year who
          are  selected  for  Stock  Matching  may  elect  full,  partial  or no
          participation  in the Stock Matching  Provisions,  with immediate cash
          payments  being  made in an amount  equal to 60% of the  amount of the
          Base Incentive Award  otherwise  eligible for Stock Matching for which
          the  employee  has  elected to receive  cash  payment in lieu of Stock
          Matching.

     3.   The Company will notify each Management  Employee who  participates in
          the  Stock  Matching  Provisions  of the  maximum  number of shares of
          Common Stock which he or she is  permitted to deposit  under the Plan,
          and each  Participant  may choose to deposit all or any portion of the
          number of shares  permitted  to be  deposited.  Participants  may make
          their  Original  Deposit  at any time after  they  receive  their Base
          Incentive Award, but, to participate in the Stock Matching  Provisions
          of this Plan,  Participants must deposit such shares with the Agent no
          later than the December 31  immediately  following the end of the Plan
          Year for which the Base Incentive Award has been paid.

     4.   Any Participant who dies, retires on or after attaining age 65, elects
          early  retirement  after  attaining age 55 and  completing 10 years of
          service,  or is permanently  disabled and unable to work as determined
          by the Senior Vice President,  Human  Resources,  either during a Plan
          Year or prior to the final date for  depositing  the Original  Deposit
          shares  for such Plan Year  (December  31),  will not be  eligible  to
          participate  in the  Stock  Matching  Provisions,  but  instead,  such
          Participant,  or the Participant's legal representative,  will receive
          an Additional  Incentive  Award in Stock or cash, as determined by the
          Senior Vice President, Human Resources, for the Plan Year in an amount
          equal to the amount otherwise eligible for Stock Matching.

     5.   On or before the December 31 immediately preceding the end of the Plan
          Year,   Participants  must  notify  the  Company  in  writing  of  the
          applicable participation alternatives elected under the Stock Matching
          Provisions.  Elections  regarding  Stock  Matching  participation  are
          effective for the current Plan Year.

     6.   As soon as practical  following the Original Deposit by a Participant,
          the Company will match these shares and either  deposit with the Agent
          for the Participant's  account matching Common Stock for each share of
          the Original Deposit or evidence the issuance of matching Common Stock

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<PAGE>

          for each share of the Original Deposit in book entry form as reflected
          on the master stockholder  records of the Company.  All such deposited
          Stock will be Matching  Restricted  Stock,  which will be delivered to
          the Participant  upon vesting.  Matching  Restricted  Stock shall have
          such  terms as may be  determined  from time to time  pursuant  to the
          terms of the  applicable  plan under  which such  Matching  Restricted
          Stock is issued; provided, however, that any Matching Restricted Stock
          granted prior to June 19, 2003 shall include the following terms:

               The  vesting  period  will be from one (1) to ten (10) years (the
               "Restricted  Period") as determined by the Committee,  and may be
               accelerated   based  on  performance  goals  established  by  the
               Committee. In the event of termination after attainment of age 55
               and 10 years  of  service  but  prior  to the  completion  of the
               Restricted  Period,  provided the  Participant  leaves his or her
               shares,  if any, on  deposit,  the  Participant  will vest in all
               corresponding  shares  of  Matching  Restricted  Stock  as of the
               earlier  of  attainment  of age 65 or the  end of the  Restricted
               Period. If the Company  terminates the  Participant's  employment
               involuntarily  and not for cause (as determined by the Committee)
               prior to the completion of the Restricted  Period, and the sum of
               the  Participant's  age and  years of  service  with the  Company
               equals or exceeds  seventy (70),  any shares that have not vested
               on the date of  termination of the  Participant's  employment but
               that  would  have  vested  within  two (2) years from the date of
               termination if the  Participant's  employment had continued shall
               become  immediately  vested  on the  date  of  the  Participant's
               termination  of  employment.  In the event the  Original  Deposit
               Stock is  withdrawn  or a  required  deposit  was not  made,  all
               Matching  Restricted  Stock will be forfeited to the Company.  If
               termination  of  employment  occurs prior to attainment of age 55
               and  completion  of 10 years of service or prior to the time that
               the sum of the  Participant's  age and years of service  with the
               Company  equals or exceeds  seventy (70), and prior to completion
               of the  Restricted  Period  (except  for  death),  such  Matching
               Restricted  Stock will be forfeited to the Company.  In the event
               of the death of a  Participant  prior to vesting in the  Matching
               Restricted Stock, a pro-rata portion of such shares will vest and
               be delivered to the Participant's beneficiary, based on the ratio
               of the number of months  during  which the shares were on deposit
               prior to the  Participant's  death to the number of months in the
               Restricted Period, with all remaining shares being forfeited.  In
               the event of the death of a Participant  prior to completion of a
               performance cycle, as established in accordance with the terms of
               a performance accelerated vesting schedule, a pro-rata portion of
               such  shares  will  vest and be  delivered  to the  Participant's
               beneficiary,  at the end of the performance  cycle,  based on the
               ratio of the number of months  during  which the  shares  were on
               deposit prior to the Participant's  death to the number of months
               completed in the  performance  cycle,  with all remaining  shares
               being forfeited.

     7.   A Participant may temporarily  withdraw all or a portion of the shares
          on deposit for all Plan Years (other than Matching  Restricted  Stock)
          in order to exercise Company stock options, subject to an equal number
          of shares of Common  Stock  being  immediately  re-deposited  with the
          Agent after such exercise.


                                     PART V

                        DEFERRAL OF CASH INCENTIVE AWARDS

Subject to rules adopted by the Committee,  a Participant may elect to defer all
or a portion of a cash Award during each calendar  year in  accordance  with the
terms and conditions of the Company's FlexComp Plan or any successor plan.

In order to defer all or a portion  of the cash  Award  for a  particular  bonus
period,  a  Participant  must make a valid  election  under the FlexComp Plan by
executing  and filing a deferral  election form with the Company sixty (60) days
prior to the end of the Plan Year.

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                                     PART VI

                               PLAN ADMINISTRATION

This Plan will be  effective  in each  fiscal  year of the  Company  and will be
administered  by the  Committee and the  Committee  will have full  authority to
interpret the Plan.  Such  interpretations  of the  Committee  will be final and
binding  on  all  parties,   including  the   Participants,   survivors  of  the
Participants, and the Company.

The   Committee   will  have  the   authority   to   delegate   the  duties  and
responsibilities of administering the Plan,  maintaining  records,  issuing such
rules and regulations as it deems appropriate, and making the payments hereunder
to such employees or agents of the Company as it deems proper.

The Board,  or if specifically  delegated,  its delegate,  may amend,  modify or
terminate  the Plan at any  time,  provided,  however,  that no such  amendment,
modification  or termination  will adversely  affect any benefit earned (but not
necessarily  vested)  under  the Plan  prior to the  date of such  amendment  or
termination,  unless the Participant, or the Participant's beneficiary,  becomes
entitled  to an  amount  equal to or  greater  than the  value of the  adversely
affected portion of such benefit under another plan, program or practice adopted
by the  Company.  Notwithstanding  the above,  an  amendment,  modification,  or
termination  affecting  previously accrued benefits may not occur after a Change
of  Control  without  the  written  consent of a  majority  of the  Participants
determined as of the day before such Change of Control.

In the  event  the  Company  will  effect  one or  more  changes,  split-ups  or
combinations  of shares of Common Stock or one or more other like  transactions,
the Board or the Committee may make such adjustment,  upward or downward, in the
number of shares of Common  Stock to be deposited  by the  Participants  as will
appropriately reflect the effect of such transactions.

In the event the Company will  distribute  shares of a subsidiary of the Company
to its  stockholders  in a  spin-off  transaction,  the  shares  of stock of the
subsidiary  distributed to  Participants,  which are  attributable to Restricted
Stock, will be vested and delivered to the Participants  subject to any specific
instructions of the Committee.

Except as otherwise provided in this Plan, neither any benefit payable hereunder
nor the right to receive any future  benefit under the Plan may be  anticipated,
alienated, sold, transferred, assigned, pledged, encumbered, or subjected to any
charge  or  legal  process.  If any  attempt  is made to do so,  or if a  person
eligible  for  any  benefits  becomes  bankrupt,  the  Committee,  in  its  sole
discretion, may terminate the interest under the Plan of the person affected and
may cause the  interest  to be held or applied for the benefit of one or more of
the dependents of such person or may make any other disposition of such interest
that it deems appropriate.

All questions  pertaining to the  construction,  validity and effect of the Plan
will be determined  in accordance  with the laws of the State of Florida and the
laws of the United States.

Approved by sole stockholder on February 27, 1995, effective May 28, 1995
Amended May 23, 1996
Approved by shareholders September 19, 1996
Amended June 21, 1999
Amended June 21, 2000 effective as of June 1, 2000, subject to shareholder
        approval
Approved by shareholders September 20, 2000
Amended June 19, 2003

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