<SUBMISSION>
<ACCESSION-NUMBER>0000940944-03-000046
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20030223
<FILING-DATE>20030409
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DARDEN RESTAURANTS INC
<CIK>0000940944
<ASSIGNED-SIC>5812
<IRS-NUMBER>593305930
<STATE-OF-INCORPORATION>FL
<FISCAL-YEAR-END>0526
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-13666
<FILM-NUMBER>03644327
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>5900 LAKE ELLENOR DR
<CITY>ORLANDO
<STATE>FL
<ZIP>32809
<PHONE>4072454000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>5900 LAKE ELLENOR DRIVE
<CITY>ORLANDO
<STATE>FL
<ZIP>32809
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GENERAL MILLS RESTAURANTS INC
<DATE-CHANGED>19950313
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>form10q_022303.txt
<DESCRIPTION>10Q, 2/23/03
<TEXT>

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

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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

                                    FORM 10-Q

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

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

                For the quarterly period ended February 23, 2003

[ ]  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE  ACT OF 1934
        For the  transition  period  from  .............  to    ................

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

                                     1-13666
                             Commission File Number

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

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

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

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

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

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

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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
[X] Yes  [ ] No

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Number  of  shares  of  common  stock  outstanding  as of  April  1,  2003:
168,316,192 (excluding 92,931,726 shares held in our treasury).
--------------------------------------------------------------------------------

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

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

<PAGE>


                            DARDEN RESTAURANTS, INC.


                                TABLE OF CONTENTS




                                                                         Page

Part I - Financial Information

         Item 1.  Financial Statements

                  Consolidated Statements of Earnings                      3

                  Consolidated Balance Sheets                              5

                  Consolidated Statements of Changes in
                  Stockholders' Equity and Accumulated
                  Other Comprehensive Income                               6

                  Consolidated Statements of Cash Flows                    7

                  Notes to Consolidated Financial Statements               9

         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and
                  Results of Operations                                    12

         Item 3.  Quantitative and Qualitative Disclosures
                  About Market Risk                                        18

         Item 4.  Controls and Procedures                                  18

Part II - Other Information

         Item 1.  Legal Proceedings                                        19

         Item 5.  Other Information                                        19

         Item 6.  Exhibits and Reports on Form 8-K                         19

Signatures                                                                 20

Certifications                                                             21

Index to Exhibits                                                          23

                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

Item 1.   Financial Statements
                                             DARDEN RESTAURANTS, INC.
                                        CONSOLIDATED STATEMENTS OF EARNINGS
                                       (In Thousands, Except per Share Data)
                                                    (Unaudited)
<TABLE>
<CAPTION>

                                                                                  Quarter Ended
 -------------------------------------------------------------------------------------------------------------------
                                                                   February 23, 2003         February 24, 2002
 -------------------------------------------------------------------------------------------------------------------

<S>                                                                    <C>                       <C>
 Sales........................................................         $1,181,383                $1,124,472
 Costs and Expenses:
    Cost of sales:
      Food and beverage.......................................            364,328                   350,310
      Restaurant labor........................................            375,320                   358,327
      Restaurant expenses.....................................            180,674                   157,596
                                                                       ----------                ----------
        Total Cost of Sales...................................         $  920,322                $  866,233
    Selling, general, and administrative......................            108,935                   104,482
    Depreciation and amortization.............................             48,132                    41,865
    Interest, net.............................................             10,669                     9,116
                                                                       ----------                ----------
          Total Costs and Expenses............................         $1,088,058                $1,021,696

 Earnings before Income Taxes.................................             93,325                   102,776
 Income Taxes.................................................            (31,539)                  (36,556)
                                                                       ----------                ----------

 Net Earnings.................................................         $   61,786                $   66,220
                                                                       ==========                ==========

 Net Earnings per Share:
    Basic.....................................................         $     0.36                $     0.38
                                                                       ==========                ==========
    Diluted...................................................         $     0.35                $     0.36
                                                                       ==========                ==========


 Average Number of Common Shares Outstanding:
    Basic.....................................................            170,700                   175,000
                                                                       ==========                ==========
    Diluted...................................................            177,500                   184,400
                                                                       ==========                ==========



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

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>


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

<TABLE>
<CAPTION>

                                                                                Nine Months Ended
--------------------------------------------------------------------------------------------------------------------
                                                                  February 23, 2003          February 24, 2002
--------------------------------------------------------------------------------------------------------------------

<S>                                                                    <C>                       <C>
Sales.......................................................           $3,427,479                $3,204,962
Costs and Expenses:
   Cost of sales:
     Food and beverage......................................            1,060,518                 1,015,204
     Restaurant labor.......................................            1,098,456                 1,020,134
     Restaurant expenses....................................              519,140                   459,942
                                                                       ----------                ----------
       Total Cost of Sales..................................           $2,678,114                $2,495,280
   Selling, general, and administrative.....................              319,818                   308,535
   Depreciation and amortization............................              139,203                   122,436
   Interest, net............................................               31,651                    26,372
    Restructuring credit and asset impairment...............                  143                    (2,269)
                                                                       ----------                ----------
         Total Costs and Expenses...........................           $3,168,929                $2,950,354
                                                                       ----------                ----------

Earnings before Income Taxes................................              258,550                   254,608
Income Taxes................................................              (87,400)                  (89,769)
                                                                       ----------                ----------

Net Earnings................................................           $  171,150                $  164,839
                                                                       ==========                ==========

Net Earnings per Share:
    Basic...................................................           $     1.00                $     0.94
                                                                       ==========                ==========

   Diluted..................................................           $     0.96                $     0.90
                                                                       ==========                ==========


Average Number of Common Shares Outstanding:
   Basic....................................................              171,100                   175,400
                                                                       ==========                ==========
   Diluted..................................................              178,700                   183,800
                                                                       ==========                ==========

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

See accompanying notes to consolidated financial statements.


                                       4
<PAGE>


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


--------------------------------------------------------------------------------------------------------------------
                                                                  February 23, 2003            May 26, 2002
--------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                       <C>
                            ASSETS
Current Assets:
   Cash and cash equivalents.................................         $   124,678               $   152,875
   Short-term investments....................................                  --                     9,904
   Receivables...............................................              29,828                    29,089
   Inventories...............................................             213,856                   172,413
   Assets held for disposal..................................               9,613                    10,047
   Prepaid expenses and other current assets.................              17,013                    23,076
   Deferred income taxes.....................................              49,874                    52,127
                                                                      -----------               -----------
       Total Current Assets..................................         $   444,862               $   449,531
Land, Buildings, and Equipment...............................           2,101,089                 1,920,768
Other Assets.................................................             172,401                   159,437
                                                                      -----------               -----------

       Total Assets..........................................         $ 2,718,352               $ 2,529,736
                                                                      ===========               ===========

             LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable..........................................         $   189,223               $   160,064
   Accrued payroll...........................................              80,729                    87,936
   Accrued income taxes......................................              60,764                    68,504
   Other accrued taxes.......................................              32,481                    30,474
   Other current liabilities.................................             302,806                   254,036
                                                                      -----------               -----------
       Total Current Liabilities.............................         $   666,003               $   601,014
Long-term Debt...............................................             658,648                   662,506
Deferred Income Taxes........................................             135,542                   117,709
Other Liabilities............................................              19,528                    19,630
                                                                      -----------               -----------
       Total Liabilities.....................................         $ 1,479,721               $ 1,400,859
                                                                      -----------               -----------

Stockholders' Equity:
   Common stock and surplus..................................         $ 1,520,999               $ 1,474,054
   Retained earnings.........................................             925,039                   760,684
   Treasury stock............................................          (1,148,677)               (1,044,915)
   Accumulated other comprehensive income....................             (12,578)                  (12,841)
   Unearned compensation.....................................             (44,568)                  (46,108)
   Officer notes receivable..................................              (1,584)                   (1,997)
                                                                      -----------               -----------
       Total Stockholders' Equity............................         $ 1,238,631               $ 1,128,877
                                                                      -----------               -----------

       Total Liabilities and Stockholders' Equity............         $ 2,718,352               $ 2,529,736
                                                                      ===========               ===========

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

See accompanying notes to consolidated financial statements.


                                       5

<PAGE>

                            DARDEN RESTAURANTS, INC.
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND
                     ACCUMULATED OTHER COMPREHENSIVE INCOME
        For the Nine Months Ended February 23, 2003 and February 24, 2002
                                 (In Thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------------------------------------------------
                                          Common                            Accumulated
                                           Stock                               Other                       Officer       Total
                                            and     Retained    Treasury   Comprehensive     Unearned       Notes    Stockholders'
                                          Surplus   Earnings     Stock        Income       Compensation   Receivable     Equity
------------------------------------------------------------------------------------------------------------------------------------

<S>                                     <C>          <C>      <C>            <C>            <C>            <C>        <C>
Balance at May 26, 2002................ $1,474,054   $760,684 $(1,044,915)   $(12,841)      $(46,108)      $(1,997)   $1,128,877
Comprehensive income:
   Net earnings........................         --    171,150          --          --             --            --       171,150
   Other comprehensive income:
     Foreign currency adjustment.......         --         --          --         374             --            --           374
     Change in fair value of
      derivatives, net of tax of $79...         --         --          --        (111)            --            --          (111)
                                                                                                                      --------------
       Total comprehensive income.......        --         --          --          --             --            --       171,413
Cash dividends declared.................        --     (6,795)         --          --             --            --        (6,795)
Stock option exercises (2,764 shares)...    24,259         --       1,030          --             --            --        25,289
Issuance of restricted stock (197 shares)
 net of forfeiture adjustments..........     4,857         --         507          --         (5,364)           --            --
Earned compensation.....................        --         --          --          --          2,829            --         2,829
ESOP note receivable repayments.........        --         --          --          --          4,075            --         4,075
Income tax benefits credited to equity..    14,778         --          --          --             --            --        14,778
Purchases of common stock for treasury
  4,926 shares).........................        --         --    (106,936)         --             --            --      (106,936)
Issuance of treasury stock under
  Employee Stock Purchase and
   other plans (202 shares).............     3,051         --       1,637          --             --            --         4,688
Repayment of officer notes, net.........        --         --          --          --             --           413           413
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Balance at February 23, 2003            $1,520,999   $925,039 $(1,148,677)   $(12,578)      $(44,568)      $(1,584)   $1,238,631
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
                                          Common                            Accumulated
                                           Stock                               Other                       Officer       Total
                                            and     Retained    Treasury   Comprehensive     Unearned       Notes    Stockholders'
                                          Surplus   Earnings     Stock        Income       Compensation   Receivable     Equity
------------------------------------------------------------------------------------------------------------------------------------

<S>                                      <C>          <C>        <C>             <C>           <C>            <C>        <C>
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..........................         --    164,839            --           --            --            --       164,839
  Other comprehensive income:
    Foreign currency adjustment.........         --         --            --         (648)           --            --          (648)
    Change in fair value of derivatives,
      net of tax of $328................         --         --            --         (532)           --            --          (532)
                                                                                                                         -----------
       Total comprehensive income.......         --         --            --           --            --            --       163,659
Cash dividends declared.................         --     (4,637)           --           --            --            --        (4,637)
Stock option exercises (3,801 shares)...     30,077         --         1,161           --            --            --        31,238
Issuance of restricted stock (318 shares),
    net of forfeiture adjustments........     4,517         --           789           --        (5,426)           --          (120)
Earned compensation......................        --         --            --           --         3,064            --         3,064
ESOP note receivable repayments..........        --         --            --           --         5,040            --         5,040
Income tax benefits credited to equity...    20,834         --            --           --            --            --        20,834
Purchases of common stock for treasury
   (7,526 shares)........................        --         --      (170,831)          --            --            --      (170,831)
Issuance of treasury stock under
   Employee Stock Purchase and other
    plans (231 shares)...................     1,963         --         1,375           --            --            --         3,338
Issuance of officer notes, net...........        --         --            --           --            --           (59)          (59)
------------------------------------------------------------------------------------------------------------------------------------
Balance at February 24, 2002             $1,463,190   $692,323   $(1,007,760)    $(14,282)     $(46,644)      $(1,983)   $1,084,844
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.


                                       6
<PAGE>

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

                                                                                  Quarter Ended
--------------------------------------------------------------------------------------------------------------------
                                                                     February 23, 2003        February 24, 2002
--------------------------------------------------------------------------------------------------------------------

<S>                                                                <C>                      <C>
Cash Flows-Operating Activities
   Net earnings.................................................    $     61,786            $     66,220
   Adjustments to reconcile net earnings to cash flows:
     Depreciation and amortization..............................          48,132                  41,865
     Amortization of unearned compensation and loan costs.......           1,776                   1,771
     Change in current assets and liabilities...................         117,013                 117,791
     Change in other liabilities ...............................             468                     (69)
     Loss (Gain) on disposal of land, buildings, and equipment..           1,273                    (317)
     Change in cash surrender value of trust owned life insurance          1,773                     617
     Deferred income taxes......................................           7,543                  10,954
     Income tax benefits credited to equity.....................           6,325                  10,157
     Non-cash compensation expense..............................             443                      --
     Other, net.................................................             299                    (564)
                                                                    ------------            -------------
       Net Cash Provided by Operating Activities................    $    246,831            $    248,425
                                                                    ------------            -------------

Cash Flows-Investing Activities
   Purchases of land, buildings, and equipment..................        (108,513)                (91,092)
   Increase in other assets.....................................         (13,968)                 (5,131)
   Proceeds from disposal of land, buildings, and
     equipment (including assets held for disposal).............           1,013                   4,355
                                                                   -------------            ------------
       Net Cash Used by Investing Activities....................    $   (121,468)           $    (91,868)
                                                                   -------------            ------------

Cash Flows-Financing Activities
   Proceeds from issuance of common stock.......................          13,302                  13,883
   Purchases of treasury stock..................................         (34,867)               (108,965)
   ESOP note receivable repayment...............................           1,080                   1,280
   Decrease in short-term debt..................................              --                 (44,300)
   Repayment of long-term debt..................................          (1,080)                 (1,280)
   Payment of loan costs........................................              --                     (30)
                                                                    ------------            ------------
       Net Cash Used by Financing Activities....................    $    (21,565)           $   (139,412)
                                                                    ------------            ------------

Increase in Cash and Cash Equivalents...........................         103,798                  17,145
Cash and Cash Equivalents - Beginning of Period.................          20,880                  19,999
                                                                    ------------            ------------
Cash and Cash Equivalents - End of Period.......................    $    124,678            $     37,144
                                                                    ============            ============

Cash Flow from Changes in Current Assets and Liabilities
   Receivables..................................................           2,587                  (4,906)
   Inventories..................................................          17,958                  (2,631)
   Prepaid expenses and other current assets....................             411                    (372)
   Accounts payable.............................................          23,598                  42,010
   Accrued payroll..............................................           7,033                  20,994
   Accrued income taxes.........................................           8,574                   9,284
   Other accrued taxes..........................................           1,210                   2,620
   Other current liabilities....................................          55,642                  50,792
                                                                    ------------            ------------
       Change in Current Assets and Liabilities.................    $    117,013            $    117,791
                                                                    ============            ============

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

See accompanying notes to consolidated financial statements.

                                       7
<PAGE>

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

                                                                                  Nine Months Ended
--------------------------------------------------------------------------------------------------------------------
                                                                       February 23, 2003       February 24, 2002
--------------------------------------------------------------------------------------------------------------------

<S>                                                                  <C>                     <C>
Cash Flows-Operating Activities
   Net earnings.................................................      $  171,150              $   164,839
   Adjustments to reconcile net earnings to cash flows:
     Depreciation and amortization..............................         139,203                  122,436
     Amortization of unearned compensation and loan costs.......           5,320                    5,408
     Change in current assets and liabilities...................          28,781                    5,244
     Change in other liabilities ...............................            (102)                    (469)
     Loss on disposal of land, buildings, and equipment.........           3,219                    2,344
     Change in cash surrender value of trust owned life insurance          4,793                    1,447
     Deferred income taxes......................................          20,086                   13,408
     Income tax benefits credited to equity.....................          14,778                   20,834
     Non-cash restructuring credit and asset impairment.........             143                   (2,269)
     Non-cash compensation expense..............................           1,150                       --
     Other, net.................................................               4                     (703)
                                                                      ----------              -----------
       Net Cash Provided by Operating Activities................      $  388,525              $   332,519
                                                                      ----------              -----------

Cash Flows-Investing Activities
   Purchases of land, buildings, and equipment..................        (320,675)                (223,774)
   Increase in other assets.....................................         (18,661)                 (18,326)
   Purchase of trust owned life insurance.......................          (6,000)                 (31,500)
   Proceeds from maturity of short-term investments.............          10,000                       --
   Proceeds from disposal of land, buildings, and
    equipment (including assets held for disposal)..............           3,518                    6,864
                                                                      ----------              -----------
       Net Cash Used by Investing Activities....................      $ (331,818)             $  (266,736)
                                                                      ----------              -----------

Cash Flows-Financing Activities
   Proceeds from issuance of common stock.......................          28,827                   34,406
   Dividends paid...............................................          (6,795)                  (4,637)
   Purchases of treasury stock..................................        (106,936)                (170,831)
   ESOP note receivable repayment...............................           4,075                    5,040
   Increase in short-term debt..................................              --                   50,700
   Repayment of long-term debt..................................          (4,075)                  (5,047)
   Payment of loan costs........................................              --                      (84)
                                                                      ----------              -----------
       Net Cash Used by Financing Activities....................      $  (84,904)             $   (90,453)
                                                                      ----------              -----------

Decrease in Cash and Cash Equivalents...........................         (28,197)                 (24,670)
Cash and Cash Equivalents - Beginning of Period.................         152,875                   61,814
                                                                      ----------              -----------
Cash and Cash Equivalents - End of Period.......................      $  124,678              $    37,144
                                                                      ==========              ===========

Cash Flow from Changes in Current Assets and Liabilities
   Receivables..................................................            (739)                   3,385
   Inventories..................................................         (41,443)                 (80,998)
   Prepaid expenses and other current assets....................            (410)                   1,863
   Accounts payable.............................................          29,159                   17,535
   Accrued payroll..............................................          (7,207)                   6,182
   Accrued income taxes.........................................          (7,740)                    (513)
   Other accrued taxes..........................................           2,007                    1,652
   Other current liabilities....................................          55,154                   56,138
                                                                      ----------              -----------
       Change in Current Assets and Liabilities.................      $   28,781              $     5,244
                                                                      ==========              ===========

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

See accompanying notes to consolidated financial statements.

                                       8
<PAGE>

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

Note 1. Background

     Darden Restaurants,  Inc. owns and operates casual dining restaurants under
the trade names Red Lobster(R),  Olive  Garden(R),  Bahama  Breeze(R) and Smokey
Bones(R)  BBQ  Sports  Bar.  We  have  prepared  these  consolidated   financial
statements  pursuant to the rules and regulations of the Securities and Exchange
Commission.  They do not include certain  information and footnotes  required by
accounting  principles  generally  accepted in the United  States of America for
complete  financial  statements.  However,  in the  opinion of  management,  all
adjustments  considered necessary for a fair presentation have been included and
are of a normal  recurring  nature.  Operating  results for the quarter and nine
months ended  February 23, 2003, are not  necessarily  indicative of the results
that may be expected for the fiscal year ending May 25, 2003.

     These  statements  should  be read in  conjunction  with  the  consolidated
financial  statements  and footnotes  included in our Annual Report on Form 10-K
for the  fiscal  year  ended  May 26,  2002.  The  accounting  policies  used in
preparing  these  consolidated  financial  statements  are  the  same  as  those
described in our Form 10-K.  Certain  reclassifications  have been made to prior
period amounts to conform to current period presentation.

Note 2. Consolidated Statements of Cash Flows

     During the quarter and nine months ended  February 23, 2003, we paid $7,287
and $26,245,  respectively, for interest (net of amounts capitalized) and $8,831
and $60,116,  respectively, for income taxes. During the quarter and nine months
ended February 24, 2002, we paid $7,739 and $22,877,  respectively, for interest
(net of amounts  capitalized) and $6,138 and $56,191,  respectively,  for income
taxes.

Note 3.  Net Earnings Per Share

     Outstanding  stock options granted by us represent the only dilutive effect
reflected in diluted weighted average shares outstanding.  Options do not impact
the numerator of the diluted earnings per share computation.

     Options  to  purchase  3,989,082  and 1,538  shares of  common  stock  were
excluded  from the  calculation  of diluted  earnings per share for the quarters
ended  February  23, 2003 and February 24,  2002,  respectively,  because  their
exercise  prices  exceeded  the average  market  price of common  shares for the
period.  Options to purchase  3,984,663  and 20,288  shares of common stock were
excluded from the calculation of diluted  earnings per share for the nine months
ended  February  23, 2003 and  February  24,  2002,  respectively,  for the same
reason.

Note 4.  Stockholders' Equity

     Pursuant  to our  stock  repurchase  program,  under  which  our  Board  of
Directors  has  authorized  the  repurchase  of  up  to  115,400,000  shares  in
accordance  with applicable  securities  regulations,  we repurchased  1,704,287
shares of our common stock for $34,867 in the quarter  ended  February 23, 2003,
resulting  in a  cumulative  repurchase  as of February  23, 2003 of  92,672,753
shares.  Our stock  repurchase  program is used 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.

Note 5.  Commitments and Contingencies

     We make trade  commitments  in the course of our normal  operations.  As of
February  23,  2003 and  February  24,  2002,  we were  contingently  liable for
approximately $14,931 and $1,026, 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  our
obligations to third parties for the purchase of inventories.

     As collateral for performance on other  contracts and as credit  guarantees
to banks and insurers,  we were  contingently  liable  pursuant to guarantees of
subsidiary  obligations under standby letters of credit. As of February 23, 2003
and  February  24, 2002,  we had $41,442 and  $30,000,  respectively  of standby
letters of credit  related to

                                        9

<PAGE>

workers'  compensation  and  general  liabilities  accrued  in our  consolidated
financial  statements.  As of February 23, 2003 and  February  24, 2002,  we had
$8,245  and  $10,002,  respectively,  of standby  letters  of credit  related to
contractual operating lease obligations and other payments.  All standby letters
of credit are renewable annually.

     As of February 23, 2003 and  February  24, 2002,  we had $4,486 and $5,792,
respectively,  of guarantees  associated with third party sublease or assignment
obligations.  These  amounts  represent the maximum  potential  amount of future
payments  under the  guarantees.  We did not accrue for the  guarantees,  as the
likelihood  of the  third  parties  defaulting  on the  sublease  or  assignment
agreements was less than probable. In the event of default by a third party, the
indemnity  and/or  default  clauses in our  sublease and  assignment  agreements
govern  our  ability to recover  from and  pursue  the third  party for  damages
incurred as a result of its default.  We do not hold any  third-party  assets as
collateral  related to these  sublease or assignment  agreements,  except to the
extent that the sublease or assignment  allows us to take back possession of the
building  and personal  property.  The  guarantees  expire over the lease terms,
which range from fiscal 2004 through fiscal 2012.

     We are involved in  litigation  arising from the normal course of business.
In the opinion of  management,  this  litigation  is not expected to  materially
impact our consolidated financial statements.

Note 6.  Accounting Changes

     In August 2001,  the  Financial  Accounting  Standards  Board (FASB) issued
Statement of Financial  Accounting Standards (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.  We  adopted  SFAS No. 144 in the first  quarter of fiscal  2003.
Adoption of SFAS No. 144 did not materially  impact our  consolidated  financial
statements.

     During the quarter and nine months ended February 23, 2003, we sold certain
assets held for disposal for a loss of $0 and $143,  respectively,  in excess of
the original write-down amount.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal  Activities." SFAS No. 146 provides guidance on
the recognition and measurement of liabilities for costs associated with exit or
disposal  activities.  SFAS No. 146 is effective for exit or disposal activities
that are initiated after December 31, 2002. We adopted SFAS No. 146 in the third
quarter of fiscal 2003.  Adoption of SFAS No. 146 did not materially  impact our
consolidated financial statements.

     In November  2002,  the FASB  issued  Interpretation  No. 45,  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  including  Indirect
Guarantees  of  Indebtedness  of  Others."   Interpretation  No.  45  supersedes
Interpretation  No. 34,  "Disclosure of Indirect  Guarantees of  Indebtedness of
Others," and provides  guidance on the recognition and disclosures to be made by
a guarantor in its interim and annual financial statements about its obligations
under certain guarantees.  The initial recognition and measurement provisions of
Interpretation  No. 45 are effective  for  guarantees  issued or modified  after
December  31,  2002,  and  are  to  be  applied  prospectively.  The  disclosure
requirements  are  effective  for  financial  statements  for  interim or annual
periods ending after December 15, 2002. We adopted  Interpretation No. 45 in the
third  quarter  of  fiscal  2003.  Adoption  of  Interpretation  No.  45 did not
materially impact our consolidated financial statements.

Note 7.  Future Application of Accounting Standards

     In November 2002, the FASB's  Emerging  Issues Task Force (EITF)  discussed
Issue No. 02-16,  "Accounting by a Reseller for Cash Consideration Received from
a  Vendor."  Issue  No.  02-16  provides  guidance  on the  recognition  of cash
consideration received by a customer from a vendor. The consensus reached by the
EITF in November 2002 is effective for fiscal periods  beginning  after December
15, 2002. Income statements for prior periods are required to be reclassified to
comply with the consensus.  We adopted the consensus  reached in Issue No. 02-16
in the fourth  quarter of fiscal 2003 and its provisions did not have a material
impact on our consolidated financial statements.

                                       10

<PAGE>

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure."  SFAS No.  148 amends  SFAS No.  123,
"Accounting for Stock-Based  Compensation," and provides  alternative methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  SFAS No. 148 also amends the disclosure
requirements of SFAS No. 123 to require more prominent and frequent  disclosures
in  financial  statements  about the effects of  stock-based  compensation.  The
transition  guidance  and  annual  disclosure  provisions  of  SFAS  No.148  are
effective for financial statements issued for fiscal years ending after December
15, 2002. The interim disclosure  provisions are effective for financial reports
containing financial statements for interim periods beginning after December 15,
2002.  Adoption  of SFAS  No.  148 is not  expected  to  materially  impact  our
consolidated financial statements.

Note 8.  Subsequent Events

     On February 24, 2003, we opened a new test  restaurant in Orlando,  Florida
called Seasons 52(SM). It is a casually  sophisticated  fresh grill and wine bar
with seasonally inspired menus offering the freshest ingredients to create great
tasting, nutritionally balanced meals that are lower in calories than comparable
restaurant meals.

     On March 20, 2003,  the Board of Directors  declared a four cents per share
cash dividend to be paid to shareholders on May 1, 2003 for all  shareholders of
record as of the close of business on April 10, 2003.

                                       11

<PAGE>

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

     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  quarter  and nine  months  ended
February 23, 2003 and February 24, 2002.
<TABLE>
<CAPTION>

                                                          Quarter Ended                  Nine Months Ended
----------------------------------------------------------------------------------------------------------------------
                                                February 23,       February 24,     February 23,      February 24,
                                                    2003               2002             2003              2002
----------------------------------------------------------------------------------------------------------------------

<S>                                                <C>                <C>               <C>              <C>
Sales..........................................    100.0%             100.0%            100.0%           100.0%
Costs and Expenses:
   Cost of sales:
     Food and beverage.........................     30.8               31.2              30.9             31.7
     Restaurant labor..........................     31.8               31.9              32.1             31.8
     Restaurant expenses.......................     15.3               14.0              15.1             14.4
                                                  ------             ------            ------           ------
       Total Cost of Sales.....................     77.9%              77.1%             78.1             77.9%
   Selling, general, and administrative........      9.2                9.3               9.4              9.6
   Depreciation and amortization...............      4.1                3.7               4.1              3.8
   Interest, net...............................      0.9                0.8               0.9              0.8
   Restructuring credit and asset impairment...       --                 --                --               --
                                                  ------             ------            ------           ------
         Total Costs and Expenses..............     92.1%              90.9%             92.5%            92.1%
                                                  ------             ------            ------           ------

Earnings before Income Taxes...................      7.9                9.1               7.5              7.9
Income Taxes...................................     (2.7)              (3.2)             (2.5)            (2.8)
                                                  ------             ------            ------           ------

Net Earnings...................................      5.2%               5.9%              5.0%             5.1%
                                                  ======             ======            ======           ======

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

SALES

     Sales  were  $1.181  billion  and $1.124  billion  for the  quarters  ended
February 23, 2003 and February 24, 2002, respectively.  The 5.1 percent increase
in sales for the third  quarter of fiscal 2003 as compared to the third  quarter
of fiscal 2002 was primarily due to increased  annual  same-restaurant  sales in
the U.S.  and a net  increase of 61  company-owned  restaurants  since the third
quarter of fiscal 2002. Red Lobster sales of $621 million were 2.3 percent above
last year's third quarter,  driven by nine  additional  restaurants in operation
versus  prior year and a 1.2  percent  increase in U.S.  same-restaurant  sales,
primarily  as a result of a 3.3  percent  increase  in  average  check and a 2.1
percent decrease in guest counts.  The increase extended Red Lobste's string of
comparable sales gains to 21 consecutive quarters.  However, Red Lobster's total
sales were lower than  planned.  Olive  Garden's  sales of $505 million were 5.7
percent  above  last  year's  third  quarter,  driven  primarily  by  its 28 new
restaurants  in  operation  versus last year.  Olive  Garden  achieved  its 34th
consecutive quarter of same-restaurant sales growth with a 0.3 percent increase,
primarily  as a result of a 3.1  percent  increase  in  average  check and a 2.8
percent  decrease  in guest  counts.  Same-restaurant  sales for Red Lobster and
Olive Garden were adversely  affected by approximately  one percentage point for
the third quarter of fiscal 2003 by a shift in the  Thanksgiving  holiday.  This
holiday,  for which the  restaurants  are  closed,  was in the third  quarter of
fiscal  2003 while it was in the second  quarter of fiscal  2002.  Sales for Red
Lobster and Olive  Garden were also  adversely  affected  by  approximately  one
percentage  point for the third quarter of fiscal 2003 from more severe  weather
than last year.  Bahama Breeze  continues to generate  strong  average sales per
restaurant, although it has not recovered as strongly as expected from the sales
declines it began to experience last fiscal year as the economy softened. Bahama
Breeze is responding with a range of menu and decor  improvements.  Smokey Bones
opened seven new restaurants during the third quarter of fiscal 2003.

     Sales were $3.427  billion and $3.205  billion for the first nine months of
fiscal 2003 and 2002,  respectively.  The 6.9 percent  increase in sales for the
first nine  months of fiscal 2003 as compared to the first nine months of fiscal
2002 was primarily due to increased annual same-restaurant sales in the U.S. and
a net increase of 61 company-owned restaurants since the third quarter of fiscal
2002.  Red Lobster's  sales of $1.788  billion were 4.6 percent above last year.
U.S. same-restaurant sales for Red Lobster increased 3.4 percent, primarily as a
result of a 3.2 percent  increase in average check and a 0.2 percent increase in
guest counts. Olive Garden's sales of $1.477 billion were 7.1 percent above last
year.  U.S.  same-restaurant  sales  for Olive  Garden  increased  2.9  percent,
primarily  as a result of a 3.6  percent  increase  in  average  check and a 0.7
percent decrease in guest counts. Bahama Breeze opened

                                       12

<PAGE>

three new  restaurants  during the first nine  months of fiscal  2003.  Two more
openings are scheduled for fiscal 2003.  Smokey Bones opened 15 new  restaurants
during the first nine months of fiscal 2003, with at least five more restaurants
expected to open in fiscal 2003. This would more than double the total number of
Smokey Bones restaurants open at the end of fiscal 2002.

COSTS AND EXPENSES

     Total costs and  expenses  were $1.088  billion and $1.022  billion for the
quarters  ended  February 23, 2003 and February  24,  2002,  respectively.  As a
percent of sales,  total costs and expenses  increased  from 90.9 percent in the
third  quarter of fiscal  2002 to 92.1  percent  in the third  quarter of fiscal
2003.  The following  analysis of the  components of total costs and expenses is
presented as a percent of sales.

     Food and  beverage  costs  decreased  in the third  quarter of fiscal  2003
primarily as a result of lower  product  costs and pricing  changes.  Restaurant
labor  decreased  in the third  quarter of fiscal 2003  primarily as a result of
lower bonus costs and the favorable  impact of higher sales volumes,  which were
only  partially  offset by a modest  increase in wage rates and higher  staffing
levels.  Restaurant  expenses,  which include lease,  property tax, credit card,
utility, workers' compensation,  new restaurant pre-opening, and other operating
expenses, increased in the third quarter of fiscal 2003 primarily as a result of
increased workers' compensation and insurance expenses, higher utility expenses,
and higher incremental pre-opening expenses due to an increase in new restaurant
openings,  which were only  partially  offset by the favorable  impact of higher
sales volumes.

     Selling,  general,  and  administrative  expenses  decreased  in the  third
quarter of fiscal 2003  primarily as a result of  decreased  bonus costs and the
favorable  impact of higher sales volumes,  which were only partially  offset by
increased  marketing  expense  incurred in  response to the current  challenging
economic and competitive environment.

     Depreciation  and  amortization  expense  increased in the third quarter of
fiscal  2003  primarily  as a result of new  restaurant  and  remodel  activity,
partially offset by the favorable impact of higher sales volumes.

     Net  interest  expense  increased  in the  third  quarter  of  fiscal  2003
primarily due to increased  interest expense  associated with higher debt levels
in fiscal  2003,  which was only  partially  offset by the  favorable  impact of
higher sales volumes.

     Total costs and  expenses  were $3.169  billion and $2.950  billion for the
first nine months of fiscal 2003 and 2002, respectively.  As a percent of sales,
total costs and expenses increased from 92.1 percent in the first nine months of
fiscal  2002 to 92.5  percent  in the first  nine  months of  fiscal  2003.  The
following analysis of the components of total costs and expenses is presented as
a percent of sales.

     Food and beverage  costs  decreased in the first nine months of fiscal 2003
primarily as a result of lower  product  costs and pricing  changes.  Restaurant
labor increased in the first nine months of fiscal 2003 primarily as a result of
a modest increase in wage rates and higher  promotional  staffing levels,  which
were only  partially  offset by the impact of higher sales  volumes.  Restaurant
expenses increased in the first nine months of fiscal 2003 primarily as a result
of  increased  workers'   compensation  and  insurance   expenses,   and  higher
incremental  pre-opening expenses due to an increase in new restaurant openings,
which  were only  partially  offset  by the  favorable  impact  of higher  sales
volumes.

     Selling,  general, and administrative  expenses decreased in the first nine
months of fiscal 2003  primarily  as a result of  decreased  bonus costs and the
favorable  impact of higher sales volumes,  which were only partially  offset by
increased  marketing  expense  incurred in  response to the current  challenging
economic and competitive environment.

     Depreciation and amortization expense increased in the first nine months of
fiscal  2003  primarily  as a result of new  restaurant  and  remodel  activity,
partially offset by the favorable impact of higher sales volumes.

     Net  interest  expense  increased  in the first nine  months of fiscal 2003
primarily due to increased  interest expense  associated with higher debt levels
in fiscal  2003,  which was only  partially  offset by the  favorable  impact of
higher sales volumes.

                                       13

<PAGE>

INCOME TAXES

     The  effective  income tax rate for the third quarter and first nine months
of fiscal 2003 was 33.8 percent.  This compared to an effective  income tax rate
of 35.6 percent and 35.3  percent in the third  quarter and first nine months of
fiscal 2002, respectively.  The decreases in fiscal 2003 were primarily a result
of ongoing tax liability  adjustments  that were made as a result of information
that  became  available  in fiscal  2003.  These  adjustments,  which  relate to
beginning of the year tax  liabilities,  were only partially offset by increased
tax expense  associated  with higher  fiscal 2003 pre-tax  earnings for the nine
months ended February 23, 2003.

NET EARNINGS AND NET EARNINGS PER SHARE

     Net earnings for the third quarter of fiscal 2003  decreased 6.7 percent to
$62 million (35 cents per diluted  share)  compared  with net  earnings  for the
third quarter of fiscal 2002 of $66 million (36 cents per diluted share). Due to
lower  than  expected  sales  growth,  Red  Lobster's  restaurant  labor  costs,
restaurant  expenses,   selling,   general,  and  administrative  expenses,  and
depreciation  expense  each  increased as a percent of sales.  As a result,  its
operating  profit declined versus the third quarter of 2002.  Increased sales at
Olive Garden,  combined with lower food and beverage and restaurant  labor costs
as a percent of sales,  more than  offset  increased  restaurant  and  marketing
expenses and resulted in record third quarter  operating profit for Olive Garden
in fiscal  2003.  The decrease in both net earnings and diluted net earnings per
share for the third  quarter of fiscal 2003 was  primarily  due to  increases in
restaurant  expenses and depreciation and amortization  expenses as a percent of
sales at both Red Lobster and Olive  Garden.  Earnings  results were  negatively
impacted by unanticipated  worker's compensation and insurance expenses,  higher
than expected utility expense,  increased  marketing  expense in response to the
current challenging economic and competitive  environment and higher incremental
pre-opening  expense  versus  prior year due to an  increase  in new  restaurant
openings.

     For the first  nine  months of fiscal  2003,  net  earnings  increased  3.8
percent to $171 million (96 cents per diluted share)  compared with net earnings
for the first nine months of fiscal  2002 of $165  million (90 cents per diluted
share). Excluding an after-tax restructuring credit of $1.4 million taken in the
second  quarter of fiscal 2002, net earnings for the first nine months of fiscal
2002 were $163  million (89 cents per diluted  share).  The increase in both net
earnings  and diluted net earnings per share for the first nine months of fiscal
2003 was  primarily  due to  increases  in sales at both Red  Lobster  and Olive
Garden and  decreases  in food and  beverage  costs and  selling,  general,  and
administrative expenses as a percent of sales.

SEASONALITY

     Our sales volumes fluctuate seasonally.  In fiscal 2002 and 2001, 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 affect
sales volumes seasonally in some operating  regions.  Because of the seasonality
of our business,  results for any quarter are not necessarily  indicative of the
results that may be achieved for the full fiscal year.

NUMBER OF RESTAURANTS

     The following  table details the number of  restaurants  open at the end of
the third  quarter of fiscal 2003,  compared  with the number open at the end of
fiscal 2002 and the end of the third quarter of fiscal 2002.
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------------------
                                        February 23, 2003            May 26, 2002            February 24, 2002
--------------------------------------------------------------------------------------------------------------------

<S>                                           <C>                       <C>                       <C>
Red Lobster - USA..................              641                       636                       631
Red Lobster - Canada...............               31                        31                        32
                                              ------                    ------                    ------
     Total.........................              672                       667                       663
Olive Garden - USA.................              510                       490                       482
Olive Garden - Canada..............                6                         6                         6
                                              ------                    ------                    ------
     Total.........................              516                       496                       488
Bahama Breeze......................               32                        29                        26
Smokey Bones BBQ...................               34                        19                        16
                                              ------                    ------                    ------
     Total.........................            1,254                     1,211                     1,193
                                              ======                    ======                    ======

--------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       14

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

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

     Our  commercial  paper program  serves as our primary  source of short-term
financing.  As of February 23, 2003, there were no borrowings  outstanding under
the program.  To support our commercial paper program, we have a credit facility
under a Credit  Agreement dated October 29, 1999, as amended,  with a consortium
of banks, including Wachovia Bank, N.A., as administrative agent, under which we
can borrow up to $300 million.  The credit facility expires on October 29, 2004,
and  contains  various  restrictive  covenants,  including a leverage  test that
requires us to maintain a ratio of consolidated total debt to consolidated total
capitalization of less than 0.55 to 1.00. The credit facility does not, however,
contain a prohibition on borrowing in the event of a ratings downgrade.  None of
these covenants is expected to limit our liquidity or capital  resources.  As of
February 23, 2003, no amounts were outstanding under the credit facility.

     At February 23, 2003, our 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, (5) $150 million of
unsecured  5.75  percent  medium-term  notes  due  in  March  2007,  and  (6) an
unsecured,  variable rate $35 million  commercial bank loan due in December 2018
that is used to support two loans from us to the Employee  Stock  Ownership Plan
portion of the Darden Savings Plan.  Through a shelf  registration  on file with
the  Securities  and  Exchange  Commission,  we have  the  ability  to  issue 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.

     A summary of our contractual  obligations and commercial  commitments as of
February 23, 2003 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                 $660,065         $    --           $300,000          $150,000            $210,065
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Operating leases                309,422          53,979             90,075            66,169              99,199
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------
Total contractual cash
   obligations                 $969,487         $53,979           $390,075          $216,169            $309,264
-------------------------- --------------- ------------------ ----------------- ------------------- ------------------

<CAPTION>

-------------------------- --------------- ---------------------------------------------------------------------------
                                                    Amount of Commitment Expiration per Period
-------------------------- --------------- ---------------------------------------------------------------------------
                                Total
    Other Commercial           Amounts        Less than             2-3               4-5               Over 5
       Commitments            Committed        1 Year              Years             Years              Years
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
<S>                            <C>             <C>               <C>                <C>               <C>
Trade letters of credit        $ 14,931        $ 14,931           $   --            $   --            $   --
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Standby letters of
 credit (1)                      49,687          49,687               --                --                --
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Guarantees (2)                    4,486             801            1,153             1,142             1,390
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
Total commercial
   commitments                 $ 69,104        $ 65,419           $1,153            $1,142            $1,390
-------------------------- --------------- ------------------ ------------------ ----------------- -------------------
<FN>

(1)  Includes letters of credit for $41,442 of workers'compensation  and general
     liabilities accrued in our consolidated financial statements; also includes
     letters of credit  for $6,782 of lease  payments  included  in  contractual
     operating lease obligation payments noted above.

(2)  Consists  solely of guarantees  associated  with  properties that have been
     subleased or assigned.  We are not aware of any non-performance under these
     arrangements  that would result in our having to perform in accordance with
     the terms of the guarantees.
</FN>

</TABLE>
                                       15
<PAGE>

     Our  Board of  Directors  has  approved  a stock  repurchase  program  that
authorizes  us to  repurchase  up to 115.4  million  shares of our common stock,
which  includes an  additional  18.5 million  shares  authorized by the Board of
Directors for repurchase on September 18, 2002. Net cash flows used by financing
activities included our repurchase of 1.7 million shares of our common stock for
$35 million in the third quarter of fiscal 2003,  compared to 4.2 million shares
for $109 million in the third quarter of fiscal 2002.  For the first nine months
of fiscal  2003,  net cash  flows  used by  financing  activities  included  our
repurchase of 4.9 million shares of our common stock for $107 million,  compared
to 7.5 million  shares for $171 million in the first nine months of fiscal 2002.
As of February  23, 2003,  a total of 92.7  million  shares have been  purchased
under the  program.  The stock  repurchase  program  is used by us 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.

     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 $109 million and $321
million in the third quarter and first nine months of fiscal 2003, respectively,
compared  to $91 million  and $224  million in the third  quarter and first nine
months of fiscal 2002,  respectively.  The increased expenditures in fiscal 2003
resulted  primarily from increased  spending  associated  with building more new
restaurants and replacing equipment. Net cash flows used by investing activities
also included a $12 million  funding of our defined  benefit  pension plans.  An
additional $8 million was funded to the pension  plans  subsequent to the end of
the third quarter of fiscal 2003.  These  fundings  allowed the pension plans to
maintain a fully  funded  status as of the  February  28, 2003 annual  valuation
date.

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


FINANCIAL CONDITION

     Our current assets  totaled $445 million at February 23, 2003,  compared to
$450 million at May 26, 2002. The decrease resulted  primarily from decreases in
cash and cash  equivalents  of $28 million  and  short-term  investments  of $10
million  that  are due  principally  to our  use of a  portion  of the  proceeds
received  from  a  March  2002   medium-term   debt  issuance  to  fund  capital
expenditures  and  working  capital  needs.  These  decreases  were offset by an
increase  in  inventories  of  $41  million  that  was  due to  seasonality  and
opportunistic product purchases.

     Our current  liabilities totaled $666 million at February 23, 2003, up from
$601 million at May 26, 2002.  Accounts  payable of $189 million at February 23,
2003, increased from $160 million at May 26, 2002, principally due to the timing
and terms of inventory purchases. Accrued payroll of $81 million at February 23,
2003, decreased from $88 million at May 26, 2002, principally due to the payment
in June of annual management and employee  bonuses.  Accrued income taxes of $61
million at  February  23,  2003,  decreased  from $69  million at May 26,  2002,
principally due to the timing of income tax payments.  Other current liabilities
of $303  million at February 23,  2003,  increased  from $254 million at May 26,
2002,  principally  due to  increases  in gift card  payables  (associated  with
seasonal fluctuations) and insurance accruals.

CRITICAL ACCOUNTING POLICIES

     We  prepare  our  consolidated  financial  statements  in  conformity  with
accounting  principles  generally accepted in the United States of America.  The
preparation  of these  financial  statements  requires us 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 our consolidated  financial  statements included
in our fiscal 2002 Annual Report on Form 10-K). Actual results could differ from
those estimates.

     Critical  accounting  policies are those that management  believes are most
important to the portrayal of our financial condition and operating results, and
that 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 affecting the application of these policies may
result in materially different amounts being reported under different conditions
or using different  assumptions.  We consider the following  policies to be most
critical in  understanding  the  judgments  that are involved in  preparing  our
consolidated financial statements.

                                       16
<PAGE>



     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.

     Our accounting  policies regarding land,  buildings,  and equipment include
judgments by management  regarding  the estimated  useful lives of these 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 our need to recognize  an  impairment  charge on the  carrying  amount of
these assets as the cash flows associated with the assets are realized.

     Impairment of Long-Lived Assets

     Restaurant  sites and certain  other  assets are  reviewed  for  impairment
whenever events or changes in  circumstances  indicate 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 assets held for disposal.

     Judgments  made by us related to the expected  useful  lives of  long-lived
assets  and our  ability  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 the expected use of the
assets, changes in economic conditions, and changes in operating performance. As
we assess the ongoing expected cash flows and carrying amounts of our long-lived
assets, these factors could cause us to realize a material impairment charge.

     Self-Insurance Reserves

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

     Our 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.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

     In November 2002, the FAS's  Emerging  Issues Task Force (EITF)  discussed
Issue No. 02-16,  "Accounting by a Reseller for Cash Consideration Received from
a  Vendor."  Issue  No.  02-16  provides  guidance  on the  recognition  of cash
consideration received by a customer from a vendor. The consensus reached by the
EITF in November 2002 is effective for fiscal periods  beginning  after December
15, 2002. Income statements for prior periods are required to be reclassified to
comply with the consensus.  We adopted the consensus  reached in Issue No. 02-16
in the fourth  quarter of fiscal 2003 and its provisions did not have a material
impact on our consolidated financial statements.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and  Disclosure."  SFAS No.  148 amends  SFAS No.  123,
"Accounting for Stock-Based  Compensation," and provides  alternative methods of
transition  for a voluntary  change to the fair value based method of accounting
for stock-based employee  compensation.  SFAS No. 148 also amends the disclosure
requirements of SFAS No. 123 to require more prominent and frequent  disclosures
in  financial  statements  about the effects of  stock-based  compensation.  The
transition  guidance  and  annual  disclosure  provisions  of  SFAS  No.148  are
effective for financial

                                       17
<PAGE>

statements  issued for fiscal years ending after  December 15, 2002. The interim
disclosure  provisions are effective for financial reports containing  financial
statements for interim periods  beginning  after December 15, 2002.  Adoption of
SFAS No. 148 is not expected to  materially  impact our  consolidated  financial
statements.

FORWARD-LOOKING STATEMENTS

     Certain information included in this report and other materials filed or to
be  filed  by us  with  the  Securities  and  Exchange  Commission  (as  well as
information included in oral or written statements made or to be made by us) 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, the  estimated  number of new  restaurants  to be  constructed  and
statements  regarding the amount of capital  expenditures for fiscal 2003. 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,  the
following,  each of which is  discussed  in  greater  detail  under the  heading
"Forward-Looking  Statements"  on pages 11-12 of our Form 10-K for fiscal  2002,
which is incorporated into this Form 10-Q by reference:

     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,  consumer perceptions of food safety
          and the associated risk of food-borne  illnesses,  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.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     We are  exposed to a variety of market  risks,  including  fluctuations  in
interest rates, foreign currency exchange rates, and commodity prices. To manage
this  exposure,  we  periodically  enter into interest  rate,  foreign  currency
exchange, and commodity instruments for other than trading purposes.

     We use 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 February 23, 2003, our 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
$700,000 over a period of one year. At February 23, 2003, the value at risk from
an increase in the fair value of all of our  long-term  fixed rate debt,  over a
period  of one  year,  was  approximately  $30  million.  The fair  value of our
long-term  fixed rate debt during the first nine months of fiscal 2003  averaged
approximately $676 million,  with a high of approximately $695 million and a low
of approximately $645 million. Our 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.

                                       18
<PAGE>

Item 4.  Controls and Procedures

     (a) Evaluation of Disclosure Controls and Procedures. Under the supervision
and with the  participation  of our  management,  including our Chief  Executive
Officer and our Chief Financial  Officer,  we evaluated the effectiveness of the
design and operation of our  disclosure  controls and  procedures (as defined in
Rule  13a-14(c)  under the  Securities  Exchange  Act of 1934) as of a date (the
"Evaluation Date") within 90 days prior to the filing date of this report. Based
on that  evaluation,  the Chief Executive  Officer and Chief  Financial  Officer
concluded that our disclosure  controls and procedures  were effective as of the
Evaluation Date.

     (b) Changes in Internal Controls.  There were no significant changes in our
internal  controls or in other  factors  that could  significantly  affect those
controls subsequent to the date of their most recent evaluation.


                                     PART II
                                OTHER INFORMATION

Item 1.  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.

Item 5.  Other Information

     On March 20, 2003,  our Board of Directors  declared a regular  semi-annual
cash dividend of four cents per share on the Company's outstanding common stock.
The dividend is payable on May 1, 2003 to shareholders of record as of the close
of business on April 10, 2003.

     After the end of the third  quarter  of fiscal  2003,  we opened a new test
restaurant  in  Orlando,  Florida  called  Seasons  52(SM).  It  is  a  casually
sophisticated  fresh grill and wine bar with seasonally  inspired menus offering
the freshest ingredients to create great tasting,  nutritionally  balanced meals
that are lower in calories than comparable restaurant meals.

Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits.

          Exhibit 10(a)         Darden  Restaurants, Inc. 2002 Stock Incentive
                                Plan, as amended March 19, 2003.

          Exhibit 10(b)         Darden Restaurants, Inc. Stock Option and
                                Long-Term Incentive Plan of 1995, as amended
                                March 19, 2003.

          Exhibit 10(c)         Darden  Restaurants, Inc. Restaurant  Management
                                and Employee Stock Plan of 2000, as amended
                                March 19, 2003.

          Exhibit 10(d)         Darden Restaurants,  Inc. Compensation Plan  for
                                Non-Employee Directors, as amended March 19,
                                2003.

          Exhibit 10(e)         Darden Restaurants, Inc. Stock Plan for
                                Directors, as amended March 19, 2003.

          Exhibit 10(f)         Darden Restaurants, Inc. FlexComp Plan, as
                                amended March 19, 2003.

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

                                       19
<PAGE>


          Exhibit 99(a)         Certification of Chief Executive Officer
                                pursuant to Section  906 of the  Sarbanes-Oxley
                                Act of 2002, dated April 9, 2003.

          Exhibit 99(b)         Certification of Chief Financial Officer
                                pursuant to Section  906 of the  Sarbanes-Oxley
                                Act of 2002, dated April 9, 2003.

     (b)  Reports on Form 8-K.

          During the third quarter, we filed the following reports on Form 8-K:

               On December 18, 2002, we filed a current report on Form 8-K dated
               December 17, 2002, announcing second quarter financial results.

               On December 19, 2002, we filed a current report on Form 8-K dated
               December 19, 2002,  announcing key promotions and a restructuring
               of our senior management team.

               On February 18, 2003, we filed a current report on Form 8-K dated
               February  18,  2003,   announcing  our  third  quarter  financial
               outlook.

          In addition,  we filed the following reports on Form 8-K subsequent to
          the close of the third quarter of fiscal 2003:

               On March 20,  2003,  we filed a current  report on Form 8-K dated
               March 20, 2003, announcing third quarter financial results.



                                   SIGNATURES

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


                               DARDEN RESTAURANTS, INC.


Dated:   April 9, 2003         By: /s/ Paula J. Shives
                               -----------------------------
                               Paula J. Shives
                               Senior Vice President,
                               General Counsel and Secretary



Dated:   April 9, 2003         By: /s/ Linda J. Dimopoulos
                               -----------------------------
                               Linda J. Dimopoulos
                               Senior Vice President and Chief Financial Officer
                               (Principal financial officer)





                                       20
<PAGE>





                                 CERTIFICATIONS

I, Joe R. Lee, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of Darden  Restaurants,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities, particularly during the period in which the quarterly report
          is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in this  quarterly  report  our  conclusions  about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



April 9, 2003


/s/ Joe R. Lee
-----------------
Joe R. Lee
Chairman and Chief Executive Officer


                                       21
<PAGE>




I, Linda J. Dimopoulos, certify that:

1.   I have reviewed this quarterly  report on Form 10-Q of Darden  Restaurants,
     Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities, particularly during the period in which the quarterly report
          is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in this  quarterly  report  our  conclusions  about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


April 9, 2003


/s/ Linda J. Dimopoulos
--------------------------
Linda J. Dimopoulos
Senior Vice President and
Chief Financial Officer


                                       22
<PAGE>






                                INDEX TO EXHIBITS


Exhibit
Number          Exhibit Title

10(a)           Darden Restaurants,  Inc. 2002 Stock Incentive Plan, as amended
                March 19, 2003.

10(b)           Darden  Restaurants, Inc. Stock Option and Long-Term Incentive
                Plan of 1995, as amended March 19, 2003.

10(c)           Darden  Restaurants, Inc. Restaurant Management and Employee
                Stock Plan of 2000, as amended March 19, 2003.

10(d)           Darden  Restaurants,  Inc. Compensation Plan for Non-Employee
                Directors, as amended March 19, 2003.

10(e)           Darden Restaurants, Inc.Stock Plan for Directors, as amended
                March 19, 2003.

10(f)           Darden Restaurants, Inc. FlexComp Plan, as amended March 19,
                2003.

12              Computation of Ratio of Consolidated Earnings to Fixed Charges.

99(a)           Certification of Chief Executive Officer pursuant to Section 906
                of the Sarbanes-Oxley  Act of 2002, dated April 9, 2003.

99(b)           Certification of Chief Financial Officer pursuant to Section 906
                of the Sarbanes-Oxley Act of 2002, dated April 9, 2003.


                                       23
<PAGE>





                                                                      Exhibit 12



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

                                                        Quarter Ended                    Nine Months Ended
--------------------------------------------------------------------------------------------------------------------
                                               February 23,      February 24,     February 23,      February 24,
                                                   2003              2002             2003              2002
--------------------------------------------------------------------------------------------------------------------

<S>                                               <C>             <C>                <C>              <C>
Consolidated Earnings from Operations
   Before Income Taxes.....................       $  93,325        $ 102,776         $ 258,550        $ 254,608
Plus Fixed Charges:
   Gross Interest Expense..................          11,849           10,134            35,621           29,906
   40% of Restaurant and Equipment Minimum
     Rent Expense..........................           5,754            5,171            16,298           15,331
                                                  ---------        ---------         ---------        ---------
       Total Fixed Charges.................          17,603           15,305            51,919           45,237
Less Capitalized Interest..................            (875)            (886)           (2,719)          (2,766)
                                                  ---------        ---------         ---------        ---------

Consolidated Earnings from Operations
   before Income Taxes Available to Cover
   Fixed Charges (1)......................        $ 110,053        $ 117,195         $ 307,750        $ 297,079
                                                  =========        =========         =========        =========

Ratio of Consolidated Earnings to Fixed
   Charges (1).............................            6.25             7.66              5.93             6.57
                                                  =========        =========         =========        =========

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



(1)  The  computation  of our ratio of  consolidated  earnings to fixed charges,
     before restructuring credit, is as follows:


                                                      Quarter Ended                        Nine Months Ended
--------------------------------------------------------------------------------------------------------------------
                                               February 23,      February 24,     February 23,      February 24,
                                                   2003              2002             2003              2002
--------------------------------------------------------------------------------------------------------------------
<S>                                             <C>              <C>                 <C>            <C>
Consolidated Earnings from Operations,
   before Restructuring Credit and Income
    Taxes Available to Cover Fixed Charges...    $ 110,053        $  117,195         $ 307,750       $  294,810
                                                 =========        ==========         =========       ==========


Ratio of Consolidated Earnings, before
   Restructuring Credit, to Fixed Charges...          6.25              7.66              5.93             6.52
                                                 =========        ==========          ========       ==========


--------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       24
<PAGE>




                                                                   Exhibit 99(a)



                            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 Quarterly Report of Darden Restaurants,  Inc. ("Company")
on Form  10-Q for the  quarter  ended  February  23,  2003 , 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
                                    April 9, 2003


                                       25
<PAGE>



                                                                   Exhibit 99(b)


                            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 Quarterly Report of Darden Restaurants,  Inc. ("Company")
on Form  10-Q for the  quarter  ended  February  23,  2003,  as  filed  with the
Securities  and  Exchange  Commission  on the date hereof  ("Report"),  I, Linda
Dimopoulos,  Senior 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/ Linda J. Dimopoulos
                                    ---------------------------
                                    Linda J. Dimopoulos
                                    Senior Vice President and
                                    Chief Financial Officer
                                    April 9, 2003



                                       26



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10a_10q022303.txt
<DESCRIPTION>EXHIBIT 10A  2-23-03
<TEXT>

                                                                   Exhibit 10(a)

                            DARDEN RESTAURANTS, INC.
                            2002 STOCK INCENTIVE PLAN


Section 1. Purpose.

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

Section 2.  Definitions.

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

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

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

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

     (d) "Board" shall mean the Board of Directors of the Company.

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

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

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

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

     (i) "Dividend  Equivalent"  shall mean any right granted under Section 6(d)
of the Plan.
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

                                       2
<PAGE>

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

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

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

Section 3. Administration.

     (a) Power and Authority of the Committee. The Plan shall be administered by
the Committee.  Subject to the express  provisions of the Plan and to applicable
law,  the  Committee  shall have full  power and  authority  to:  (i)  designate
Participants;  (ii)  determine the type or types of Awards to be granted to each
Participant  under the Plan;  (iii) determine the number of Shares to be covered
by (or the method by which  payments  or other  rights are to be  calculated  in
connection  with) each Award;  (iv)  determine  the terms and  conditions of any
Award or Award Agreement,  including, without limitation,  whether a Participant
shall be required to deposit  with the Company  shares of Common  Stock owned by
the  Participant  as a condition to receiving an Award;  (v) amend the terms and
conditions of any Award or Award Agreement,  provided,  however, that, except as
otherwise  provided in Section 4(c)  hereof,  the  Committee  shall not reprice,
adjust or amend  the  exercise  price of  Options  or the  grant  price of Stock
Appreciation  Rights  previously  awarded to any  Participant,  whether  through
amendment,  cancellation  and  replacement  grant,  or  any  other  means;  (vi)
accelerate the exercisability of any Award or the lapse of restrictions relating
to  any  Award;  (vii)  determine  whether,   to  what  extent  and  under  what
circumstances  Awards may be exercised in cash, Shares,  promissory notes, other
securities, other Awards or other property, or canceled, forfeited or suspended;
(viii)  interpret  and  administer  the Plan and any  instrument  or  agreement,
including any Award  Agreement,  relating to the Plan;  (ix)  establish,  amend,
suspend or waive such rules and  regulations and appoint such agents as it shall
deem  appropriate  for the proper  administration  of the Plan; and (x) make any
other determination and take any other action that the Committee deems necessary
or desirable for the  administration  of the Plan.  Unless  otherwise  expressly
provided in the Plan,  all  designations,  determinations,  interpretations  and
other  decisions  under  or with  respect  to the  Plan or any  Award  or  Award
Agreement shall be within the sole  discretion of the Committee,  may be made at
any time and shall be final,  conclusive and binding upon any  Participant,  any
holder or beneficiary of any Award or Award  Agreement,  and any employee of the
Company or any Affiliate.

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

                                       3
<PAGE>

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

Section 4. Shares Available for Awards.

     (a) Shares Available.  Subject to adjustment as provided in Section 4(c) of
the Plan,  the  aggregate  number of Shares that may be issued  under all Awards
under the Plan shall be  8,550,000.  Shares to be issued  under the Plan will be
authorized  but  unissued  Shares or Shares  that  have been  reacquired  by the
Company and designated as treasury shares.  If any Shares covered by an Award or
to which an Award relates are not  purchased or are forfeited or are  reacquired
by the Company  (including shares of Restricted Stock,  whether or not dividends
have  been  paid on such  shares),  or if an Award  otherwise  terminates  or is
cancelled  without  delivery  of any Shares,  then the number of Shares  counted
against the aggregate  number of Shares available under the Plan with respect to
such Award, to the extent of any such forfeiture,  reacquisition by the Company,
termination or cancellation,  shall again be available for granting Awards under
the Plan.  In  addition,  any Shares 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 shall again be available for granting  Awards (other than Incentive  Stock
Options) under the Plan.

     (b)  Accounting  for Awards.  For  purposes of this  Section 4, if an Award
entitles the holder thereof to receive or purchase Shares,  the number of Shares
covered by such Award or to which  such  Award  relates  shall be counted on the
date of grant of such Award against the aggregate number of Shares available for
granting Awards under the Plan.

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

     (d) Award Limitations Under the Plan.

          (i)  Section  162(m)  Limitation.  No  Eligible  Person may be granted
Options,  Stock Appreciation Rights or any other Award or Awards under the Plan,
the value of which  Award or Awards is based  solely on an increase in the value
of the Shares  after the date of grant of such  Award or  Awards,  for more than
1,000,000 Shares (subject to adjustment as

                                       4

<PAGE>

provided in Section 4(c) of the Plan) in the aggregate in any calendar year. The
foregoing  annual  limitation  specifically  includes  the grant of any Award or
Awards  representing  "qualified  performance-based   compensation"  within  the
meaning of Section 162(m) of the Code.

          (ii)  Limitation on Restricted  Stock and Restricted  Stock Units.  No
more than 1,700,000 Shares, subject to adjustment as provided in Section 4(c) of
the Plan,  shall be available under the Plan for issuance  pursuant to grants of
Restricted Stock and Restricted Stock Units; provided,  however, that any Shares
covered by such Awards that expire,  terminate or are  forfeited  shall again be
available for grants of Restricted Stock and Restricted Stock Units for purposes
of this limitation on grants of such Awards.

          (iii)   Limitation  on  Awards  Granted  to  Non-Employee   Directors.
Directors  who are not also  employees of the Company or an Affiliate may not be
granted  Awards in the  aggregate  for more than 5% of the Shares  available for
Awards under the Plan,  subject to adjustment as provided in Section 4(c) of the
Plan.

          (iv)  Limitation  on  Incentive  Stock  Options.  The number of Shares
available for granting  Incentive  Stock Options under the Plan shall not exceed
8,550,000,  subject to  adjustment  as  provided  in the Plan and subject to the
provisions of Section 422 or 424 of the Code or any successor provision.

Section 5. Eligibility.

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

Section 6.  Awards.

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

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

                                       5
<PAGE>

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

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

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

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

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

                                       6

<PAGE>

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

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

     (d)  Dividend  Equivalents.  The  Committee is hereby  authorized  to grant
Dividend  Equivalents to Eligible  Persons under which the Participant  shall be
entitled to receive payments (in cash, Shares, other securities, other Awards or
other property as determined in the  discretion of the Committee)  equivalent to
the amount of cash  dividends  paid by the  Company  to  holders of Shares  with
respect to a number of Shares determined by the Committee.  Subject to the terms
of the Plan and any applicable  Award Agreement,  such Dividend  Equivalents may
have such terms and conditions as the Committee shall determine.

     (e)  Stock  Awards.  The  Committee  is  hereby  authorized  to  grant to a
Director,  who is not also an employee of the  Company or an  Affiliate,  Shares
without  restrictions  thereon, as deemed by the Committee to be consistent with
the  purpose of the Plan.  Subject  to the terms of the Plan and any  applicable
Award  Agreement,  such Stock Awards may have such terms and  conditions  as the
Committee shall determine.

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

                                       7

<PAGE>

Shares,  promissory notes, other securities,  other Awards or other property, or
any combination thereof), as the Committee shall determine.

     (g) General.

          (i)   Consideration  for  Awards.  Awards may be  granted  for no cash
consideration or for any cash or other consideration as may be determined by the
Committee or required by applicable law.

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

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

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

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

                                       8
<PAGE>

representative.  No  Award  or  right  under  any  such  Award  may be  pledged,
alienated,   attached  or  otherwise  encumbered,   and  any  purported  pledge,
alienation,  attachment or encumbrance  thereof shall be void and  unenforceable
against the Company or any Affiliate.

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

Section 7. Amendment and Termination; Corrections.

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

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

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

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

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

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

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

     (c) Correction of Defects, Omissions and Inconsistencies. The Committee may
correct any defect,  supply any omission or reconcile any  inconsistency  in the
Plan or in any

                                       9
<PAGE>

Award or Award Agreement in the manner and to the extent it shall deem desirable
to implement or maintain the effectiveness of the Plan.

Section 8.  Income Tax Withholding.

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

Section 9.   General Provisions.

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

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

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

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

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

                                       10
<PAGE>

employment  free from any  liability  or any claim  under the Plan or any Award,
unless otherwise expressly provided in the Plan or in any Award Agreement.

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

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

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

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

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

Section 10.   Effective Date of the Plan.

     The Plan shall be subject to approval by the shareholders of the Company at
the annual  meeting of  shareholders  of the  Company to be held in 2002 and the
Plan shall be effective as of the date of such shareholder approval.

Section 11.  Term of the Plan.

     Awards may be granted  under the Plan until the Plan is  terminated  by the
Board or until  all  Shares  available  for  Awards  under  the Plan  have  been
purchased or acquired,  provided,  however, that Incentive Stock Options may not
be granted  following  the 10-year  anniversary  of the Board's  adoption of the
Plan. The Plan shall remain in effect as long as any Awards are outstanding.

Approved by Board effective July 26, 2002, subject to shareholder approval
Approved by shareholders September 19, 2002
Amended March 19, 2003

                                       11



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10b_10q022303.txt
<DESCRIPTION>EXHIBIT 10 B 2-23-03
<TEXT>
                                                                   Exhibit 10(b)





                            DARDEN RESTAURANTS, INC.

                STOCK OPTION AND LONG-TERM INCENTIVE PLAN OF 1995


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.

          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.
<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;  and  (v)  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:

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

                                       3
<PAGE>

          (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.

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.

     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.

                                       4
<PAGE>

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), (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.

                                       5
<PAGE>

     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
               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.

                                       6
<PAGE>

     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 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

                                       7
<PAGE>

     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






As amended and restated July 26, 2002
As further amended March 19, 2003, effective as of July 26, 2002




                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhibit10c_10q022303.txt
<DESCRIPTION>EXHIBIT 10C 02-23-03
<TEXT>

                                                                   Exhibit 10(c)

                            DARDEN RESTAURANTS, INC.

              RESTAURANT MANAGEMENT AND EMPLOYEE STOCK PLAN OF 2000



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.

          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.

<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;  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 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

                                       2
<PAGE>
     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.

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.

     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

                                       4
<PAGE>

     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 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.

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

                                       5
<PAGE>

          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 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

                                        6

<PAGE>
          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).

               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.

                                       7
<PAGE>

         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.

     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.

                                       8


<PAGE>


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



As amended and restated July 26, 2002
As further amended March 19, 2003, effective as of July 26, 2002



                                       9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exhibit10d_10q022303.txt
<DESCRIPTION>EXHIBIT 10D 02-23-03
<TEXT>

                                                                   Exhibit 10(d)

                            DARDEN RESTAURANTS, INC.

                  COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS


                                     PART I

                               GENERAL PROVISIONS

A.   OBJECTIVE AND SUMMARY OF THE PLAN

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

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

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

B.   ADMINISTRATION

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

C.   AWARDS UNDER THE PLAN

     The  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;
     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

<PAGE>

     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
     (the "Code"),  or the Employee  Retirement  Income Security Act of 1974, as
     amended, or rules promulgated thereunder.

F.   CHANGE OF CONTROL

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

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

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

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

G.   PARTICIPATION

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

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

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

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

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

                                       2
<PAGE>

     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.   as to any future or previous  deferral,  a participant  may request to
          amend his or her distribution date and, if the participant elects, his
          or her form of payment,  with respect to the 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

                                       3
<PAGE>

          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.  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; or

     4.   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 with respect to a deferral  changed
          to an immediate lump-sum  distribution,  provided,  however,  that the
          amount of any such lump-sum distribution shall be reduced by an amount
          equal to ten percent (10%) of the balance of the participant's account
          attributable to that deferral. Any such lump sum distribution shall be
          paid within one (1) business day of approval by the  Committee of such
          request.

     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.

D.   At any time prior to the time an amount is otherwise payable  hereunder,  a
     participant  may request a distribution  of deferred  amounts on account of
     the   participant's   financial   hardship,   subject   to  the   following
     requirements:

     1.   Such  distribution  shall  be  made,  in the  sole  discretion  of the
          Committee, if the participant has incurred an unforeseeable emergency.

     2.   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 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 Committee.

     3.   Notwithstanding the foregoing, payment under this Subpart D may not be
          made to the extent that such hardship is or may be relieved:

          (a)  through reimbursement or compensation by insurance or otherwise;

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

          (c)  by cessation of deferrals under the Plan.

     In addition to the foregoing,  distributions under this Subpart D 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.

     4.   All  distributions  under  this  Subpart  D  shall  be made as soon as
          practicable  after the Committee has approved the distribution and the
          requirements of this paragraph are met.

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.

                                       4
<PAGE>

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

                                     PART IV

                           DRI COMMON STOCK PROVISIONS

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

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

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

D.   For purposes of computing  the number of shares  earned each Plan  Quarter,
     the  value  of each  share  shall  be equal to the mean of the high and low
     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.

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 STOCK AWARDS

A.   PURPOSE AND EFFECT

     This Part V  authorizes  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 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 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 Awards are governed by
     the Stock  Plans,  as they may be amended  from time to time.  No shares of
     Common  Stock are  authorized  to be issued  under  this Plan  (other  than
     pursuant to Part III or IV of the Plan).

                                       5
<PAGE>

     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 E of this Part V.

          (d)  Net Shares shall mean,  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.

          (e)  Participant  shall mean a person who is eligible  under Subpart C
               of this Part V to make a Stock Deferral as described in Subpart D
               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.

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

          (g)  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.   STOCK DEFERRAL

     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 F below.

                                       6
<PAGE>

     Any deferral election made pursuant to this Subpart D 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).

E.   DEFERRED STOCK ACCOUNTS

     A  Deferred  Stock  Unit  Account  shall be  established  on behalf of each
     Participant  for Net Shares  deferred  under  Subpart D of this Part V. The
     provisions of this Subpart E 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
               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.

F.   PAYMENT OF DEFERRED AMOUNTS

     The rules  regarding  payment of amounts under Subparts C through F of 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;

          (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; and

          (d)  accelerated  distributions described in Section 4 of Subpart C in
               Part III of the Plan shall not be permitted.


G.   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.

                                       7
<PAGE>


H.   EFFECT ON STOCK AWARDS

     Deferral elections made pursuant to this Part V shall constitute amendments
     to the 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 Award was granted.




As amended and restated July 26, 2002
As further amended March 19, 2003, effective as of July 26, 2002


                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exhibit10e_10q022303.txt
<DESCRIPTION>EXHIBIT 10E 02-23-03
<TEXT>

                                                                   Exhibit 10(e)

                            DARDEN RESTAURANTS, INC.

                            STOCK PLAN FOR DIRECTORS



     1. Purpose.  The purpose of the Darden  Restaurants,  Inc.  Stock Plan (the
"Plan") for  Directors is to increase the  proprietary  interest of Directors in
Darden Restaurants,  Inc. (the "Company") by granting them non-qualified options
to purchase  Common Stock of the Company  ("Common  Stock") and shares of Common
Stock subject to the restrictions  described herein 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 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
<PAGE>

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

          (vi) Non-transferability.   An  Option  shall  be  non-assignable  and
               non-transferable  by a Director  other than by (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 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

                                       2
<PAGE>

               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 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

                                       3
<PAGE>

               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 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.

                                       4
<PAGE>


     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.



As amended and restated July 26, 2002
As further amended March 19, 2003, effective as of July 26, 2002



                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>exhibit10f_10q022303.txt
<DESCRIPTION>EXHIBIT 10F 02-23-03
<TEXT>
                                                                   Exhibit 10(f)

                            DARDEN RESTAURANTS, INC.
                                  FLEXCOMP PLAN





<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.



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

                                      -2-
<PAGE>


     (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  employed  at a salary
which,  on an annual  basis,  is  anticipated  to exceed  $80,000  (adjusted for

                                      -5-
<PAGE>

increases  in the  cost of  living  at the  same  time  and in the  same  manner
permitted under Code Section 415(d)).


                                   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

                                      -6-
<PAGE>

               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 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

                                      -7-
<PAGE>

               employed,  based  on his  or her  Current  Compensation  for  the
               partial Plan Year.

     (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

                                      -8-
<PAGE>

               under the Retirement  Plan) or death,  the  Participant  shall be
               entitled to a FlexComp  Award for the portion of the Plan Year in
               which  he or  she is  employed,  based  on  his  or  her  Current
               Compensation for the partial Plan Year.

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

                                      -9-
<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
                    deferral  election  shall  apply  to all  future  operations
                    bonuses  until  changed

                                      -10-
<PAGE>

                    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 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

                                      -11-
<PAGE>

               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,  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.

                                      -12-
<PAGE>


     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.


                                    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

                                      -13-
<PAGE>

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

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


                                   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,

                                      -14-
<PAGE>


          (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 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

                                      -15-
<PAGE>


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

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

                                      -16-
<PAGE>

               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 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.


                                   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.

                                      -17-
<PAGE>


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

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

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

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

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

     (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

                                      -18-
<PAGE>

          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.

     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

                                      -19-
<PAGE>

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.

     (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.

                                      -20-
<PAGE>


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

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

     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

                                      -21-
<PAGE>

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.


                                      -22-

<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.






As amended and restated July 26, 2002
As further amended March 19, 2003, effective as of July 26, 2002




                                      -23-



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