<SUBMISSION>
<ACCESSION-NUMBER>0000940944-05-000125
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>8
<PERIOD>20050616
<ITEMS>1.01
<ITEMS>2.02
<ITEMS>9.01
<FILING-DATE>20050621
<DATE-OF-FILING-DATE-CHANGE>20050620
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DARDEN RESTAURANTS INC
<CIK>0000940944
<ASSIGNED-SIC>5812
<IRS-NUMBER>593305930
<STATE-OF-INCORPORATION>FL
<FISCAL-YEAR-END>0529
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-13666
<FILM-NUMBER>05906775
</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>8-K
<SEQUENCE>1
<FILENAME>form8k_062005.txt
<DESCRIPTION>FORM 8K 6-20-05
<TEXT>





                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

         Date of report (Date of earliest event reported): June 16, 2005



                            Darden Restaurants, Inc.
               (Exact Name of Registrant as Specified in Charter)


       Florida                        1-13666                   59-3305930
(State or Other Jurisdiction   (Commission File Number)       (IRS Employer
   of Incorporation)                                      Identification Number)

        5900 Lake Ellenor Drive, Orlando, Florida              32809

       (Address of Principal Executive Offices)              (Zip Code)

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



                                 Not Applicable
                        ---------------------------------
          (Former Name or Former Address, If Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[  ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[  ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(c))


<PAGE>



Item 1.01         Entry into a Material Definitive Agreement.

     On June 16, 2005, the  Compensation  Committee of the Board of Directors of
Darden  Restaurants,  Inc. (the "Company")  approved  amendments to the forms of
Non-Qualified   Stock  Option  Agreement,   Restricted  Stock  Award  Agreement,
Restricted Stock Units Award Agreement  (United States),  Restricted Stock Units
Award Agreement (Canada), Darden Stock Units Award Agreement (United States) and
Darden  Stock Units Award  Agreement  (Canada)  under the  Company's  2002 Stock
Incentive  Plan.  Each of the forms of award  agreements  was amended to reflect
updated  change of control  provisions,  and the form of Restricted  Stock Award
Agreement  was  amended to add a share  deposit  feature.  Copies of the amended
forms of award  agreements  are filed as Exhibits  10.1(a) - (f) to this Current
Report on Form 8-K.


Item 2.02         Results of Operations and Financial Condition.

     The Company  issued a news release  dated June 20, 2005,  entitled  "Darden
Restaurants Reports Annual and Fourth Quarter Diluted Net Earnings Per Share," a
copy of which is furnished herewith as Exhibit 99 to this Current Report on Form
8-K.

     The  information  under this Item 2.02 in this Current  Report on Form 8-K,
including Exhibit 99 hereto, shall not be deemed "filed" for purposes of Section
18 of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), or
otherwise  subject to the  liabilities of that section.  The information in this
Item  2.02 of this  Current  Report  on  Form  8-K  shall  not be  deemed  to be
incorporated  by reference in any filing under the  Securities  Act of 1933,  as
amended,  or the  Exchange  Act,  except  as  expressly  set  forth by  specific
reference in such filing.





                                       2
<PAGE>




Item 9.01   Financial Statements and Exhibits.

(C) Exhibits.

The following exhibits are being furnished with this Current Report:

         Exhibit Number
         (by reference to
         Item 601 of
         Regulation S-K)   Description of Exhibit

          10(a)            Form of Non-Qualified  Stock  Option Award  Agreement
                           under the Darden Restaurants, Inc. 2002 Stock
                           Incentive Plan.

          10(b)            Form of Restricted Stock Award Agreement under the
                           Darden Restaurants, Inc. 2002 Stock Incentive Plan.

          10(c)            Form of Restricted Stock Units Award Agreement (US)
                           under the Darden Restaurants, Inc. 2002 Stock
                           Incentive Plan.

          10(d)            Form of Restricted Stock Units Award Agreement
                           (Canada) under the Darden Restaurants, Inc. 2002
                           Stock Incentive Plan.

          10(e)            Form of Darden Stock Units Award Agreement (US) under
                           the Darden Restaurants, Inc. 2002 Stock Incentive
                           Plan.

          10(f)            Form of Darden Stock Units Award Agreement (Canada)
                           under the Darden Restaurants, Inc. 2002 Stock
                           Incentive Plan.

          99               Press Release dated June 20, 2005, entitled "Darden
                           Restaurants Reports Annual and Fourth Quarter Diluted
                           Net Earnings Per Share."


                                       3

<PAGE>




                                   SIGNATURES


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



Date: June 20, 2005

                                   DARDEN RESTAURANTS, INC.

                                   By: /s/ Paula J. Shives
                                      --------------------------------------
                                      Name: Paula J. Shives
                                      Title:  Senior Vice President, General
                                              Counsel and Secretary




                                       4
<PAGE>



                                  EXHIBIT INDEX

Exhibit
Number                         Description of Exhibit

10(a)        Form of Non-Qualified Stock Option Award Agreement under the Darden
             Restaurants, Inc. 2002 Stock Incentive Plan.

10(b)        Form of Restricted Stock Award Agreement under the Darden
             Restaurants, Inc. 2002 Stock Incentive Plan.

10(c)        Form of Restricted Stock Units Award Agreement (US) under the
             Darden Restaurants, Inc. 2002 Stock Incentive Plan.

10(d)        Form of Restricted Stock Units Award Agreement (Canada) under the
             Darden Restaurants, Inc. 2002 Stock Incentive Plan.

10(e)        Form of Darden Stock Units Award Agreement (US) under the Darden
             Restaurants, Inc. 2002 Stock Incentive Plan.

10(f)        Form of Darden Stock Units Award Agreement (Canada) under the
             Darden Restaurants, Inc. 2002 Stock Incentive Plan.

99           Press Release dated June 20, 2005, entitled "Darden Restaurants
             Reports Annual and Fourth Quarter Diluted Net Earnings Per Share."




                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>exhibit10a_062005.txt
<DESCRIPTION>EXHIBIT 10A - NON-QUALIFIED STOCK OPTION AGMT
<TEXT>

                                                                   Exhibit 10(a)


                            DARDEN RESTAURANTS, INC.
                            2002 STOCK INCENTIVE PLAN

                      NON-QUALIFIED STOCK OPTION AGREEMENT


     This  Non-Qualified  Stock Option Agreement is between Darden  Restaurants,
Inc., a Florida  corporation (the  "Company"),  and you, the person named in the
attached  Notice  of Stock  Option  Grant  (the  "Notice").  This  Agreement  is
effective as of the date of grant set forth in the  attached  Notice (the "Grant
Date").

     The Company  desires to provide you with an opportunity to purchase  shares
of the Company's Common Stock, no par value (the "Common Stock"), as provided in
this  Agreement  in order to carry out the purpose of the  Company's  2002 Stock
Incentive Plan (the "Plan").

     Accordingly, for good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the Company and you hereby agree as follows:

     1. Grant of Option.

     The Company hereby grants to you, effective as of the Grant Date, the right
and option (the "Option") to purchase all or any part of the aggregate number of
shares  of  Common  Stock set  forth in the  attached  Notice,  on the terms and
conditions  contained in this Agreement and in accordance  with the terms of the
Plan.  The Option is not  intended to be an incentive  stock  option  within the
meaning of Section 422 of the  Internal  Revenue  Code of 1986,  as amended (the
"Code").

     2. Exercise Price.

     The per share  purchase  price of the shares subject to the Option shall be
the purchase price per share set forth in the attached Notice.

     3. Term of Option and Exercisability.

     The term of the  Option  shall be for a period of ten years  from the Grant
Date,  terminating at the close of business on the expiration  date set forth in
the  attached  Notice  (the  "Expiration  Date")  or such  shorter  period as is
prescribed  in  Sections  5 and 6 of this  Agreement.  The Option  shall  become
exercisable,  or vest,  on the date or dates set forth in the  attached  Notice,
subject to the  provisions  of  Sections  4, 5 and 6 of this  Agreement.  To the
extent the Option is  exercisable,  you may exercise it in whole or in part,  at
any time, or from time to time, prior to the termination of the Option.

     4. Change of Control.

     Notwithstanding  the vesting  provisions  contained in Section 3 above, but
subject to the other terms and conditions contained in this Agreement,  from and
after a Change of Control  (as defined  below) the  following  provisions  shall
apply:

<PAGE>

     (a) If you are employed by the Company or an Affiliate of the Company,  the
Option shall become  immediately  exercisable in full for a period of six months
following the date of the Change of Control.  After this six-month  period,  the
vesting provisions  contained in Section 3 above and in the attached Notice will
govern with respect to any unexercised  portion of the Option.  However, if your
employment with the Company or an Affiliate of the Company is terminated  within
two  years  after a Change of  Control,  the  Option  shall  become  immediately
exercisable  in full and the  Option  shall  expire  on the  earlier  of (i) the
Expiration  Date set forth in the Notice and (ii) the date that is three  months
after the date of your termination of employment.

     (b) If you are serving on the Board of Directors of the Company but are not
an  employee  of the Company or an  Affiliate  of the  Company (a  "Non-Employee
Director"),  the Option shall  become  immediately  exercisable  in full and the
Option shall expire on the Expiration Date set forth in the Notice.

     (c) For purposes of this  Agreement,  "Change of Control" shall mean any of
the following events:

          (i) any person  (including  a group as defined in Section  13(d)(3) of
     the  Securities  Exchange  Act of 1934,  as amended)  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 consummation of a transaction in which the Company ceases to
     be an independent  publicly-owned corporation or the consummation of a sale
     or other  disposition  of all or  substantially  all of the  assets  of the
     Company.

     5. Effect of Termination of Employment or End of Board Service.

     (a) If you cease to be  employed  by the  Company  or an  Affiliate  of the
Company and the Option is not a Salary Replacement Option or a Bonus Replacement
Option as indicated in the Notice, any portion of the Option that was not vested
on the date of your termination of employment shall be forfeited and any portion
of the Option that was vested on the date of your  termination of employment may
be  exercised  until the  earlier  of (x) the  Expiration  Date set forth in the
Notice and (y) the date that is three months after the date of your  termination
of employment, except that:

          (i) if the  Company or an  Affiliate  of the Company  terminates  your
     employment  involuntarily and not for cause (as determined by the Committee
     administering  the Plan),  and your  combined age and years of service with
     the  Company or an  Affiliate  of the  Company  equal at least 70, then any
     portion of the Option  that has not vested on the date of your  termination
     of employment  but that would have vested within two years from the date of
     termination  if your  employment  had  continued  shall become  immediately
     exercisable  and the Option may be  exercised  until the earlier of

                                       2
<PAGE>

     (x) the  Expiration  Date set forth in the  Notice and (y) the date that is
     two years after the date of your termination of employment;

          (ii) if you  retire on or after age 55 with 10 years of  service  with
     the  Company  or an  Affiliate  of the  Company,  the Option  shall  become
     immediately  exercisable in full and may be exercised  until the Expiration
     Date set forth in the Notice; or

          (iii) if you die while  employed by the Company or an Affiliate of the
     Company,  any  portion of the Option  that has not vested as of the date of
     your  death  shall  vest  on  a  pro  rata  basis  and  become  immediately
     exercisable,  based on the number of full  months of  employment  completed
     from  the  Grant  Date to the date of your  death,  and the  Option  may be
     exercised until the Expiration Date set forth in the Notice. The Option may
     be exercised by your personal  representative or the administrators of your
     estate or by any Person or Persons to whom the Option has been  transferred
     by will or the applicable laws of descent and distribution.

     (b) If you cease to be  employed  by the  Company  or an  Affiliate  of the
Company  and the Option is a Salary  Replacement  Option or a Bonus  Replacement
Option  as  indicated  in  the  Notice,  the  Option  shall  become  immediately
exercisable in full and may be exercised until the earlier of (x) the Expiration
Date set forth in the  Notice  and (y) the date that is three  months  after the
date of your termination of employment, except that:

          (i) if the  Company or an  Affiliate  of the Company  terminates  your
     employment  involuntarily and not for cause (as determined by the Committee
     administering  the Plan),  and your  combined age and years of service with
     the  Company or an  Affiliate  of the  Company  equal at least 70, then the
     Option shall become  immediately  exercisable  in full and may be exercised
     until the  earlier of (x) the  Expiration  Date set forth in the Notice and
     (y) the  date  that is two  years  after  the date of your  termination  of
     employment;

          (ii) if you  retire on or after age 55 with 10 years of  service  with
     the  Company  or an  Affiliate  of the  Company,  the Option  shall  become
     immediately  exercisable in full and may be exercised  until the Expiration
     Date set forth in the Notice; or

          (iii) if you die while  employed by the Company or an Affiliate of the
     Company, the Option shall become immediately exercisable in full and may be
     exercised until the Expiration Date set forth in the Notice. The Option may
     be exercised by your personal  representative or the administrators of your
     estate or by any Person or Persons to whom the Option has been  transferred
     by will or the applicable laws of descent and distribution.

     (c) If you are a Non-Employee  Director and you cease to serve on the Board
of Directors,  any portion of the Option that was not vested on your last day of
Board  service  shall be forfeited and any portion of the Option that was vested
on your last day of Board service may be exercised  until the earlier of (x) the
Expiration  Date set forth in the Notice  and (y) the date that is three  months
after your last day of Board service, except that:

                                       3
<PAGE>


          (i) if you have  served on the  Company's  Board of  Directors  for at
     least five  years,  any  portion of the Option  that was not vested on your
     last day of Board  service shall be forfeited and any portion of the Option
     that was vested on your last day of Board  service may be  exercised  until
     the Expiration Date set forth in the Notice;

          (ii) if you die while serving on the Company's Board of Directors, any
     portion of the Option that was not vested on your last day of Board service
     shall be  forfeited  and any  portion of the Option that was vested on your
     last day of Board service may be exercised  until the  Expiration  Date set
     forth  in  the  Notice.  The  Option  may be  exercised  by  your  personal
     representative  or the  administrators  of your  estate or by any Person or
     Persons to whom the Option has been  transferred  by will or the applicable
     laws of descent and distribution; or

          (iii) if the Option is a Salary Replacement Option as indicated in the
     Notice,  the Option  shall  continue  to vest on the dates set forth in the
     Notice  and may be  exercised  until the  Expiration  Date set forth in the
     Notice  notwithstanding  the  cessation  of your  service  on the  Board of
     Directors for any reason, including your death.

     6. Non-Competition.

     Notwithstanding  the provisions of Section 5 of this Agreement,  if, within
two years  following  your  termination  of  employment  with the  Company or an
Affiliate of the Company for any reason (including retirement),  you directly or
indirectly  (a) own,  manage or operate,  become or are  employed by, or provide
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 (b) you solicit or induce any person who is
an  employee  of the Company or an  Affiliate  of the Company to own,  manage or
operate,  become employed by, or provide consulting,  advisory or other services
to a  Competitor,  then  your  Option  will  expire  on the  earlier  of (i) the
Expiration Date set forth in the Notice or (ii) on the date that is three months
after  the  date  you  commenced  employment  with  the  Competitor  or took the
competitive action described above.

     7. Method of Exercising Option.

     (a) Subject to the terms and conditions of this Agreement, you may exercise
your Option by following the procedures  established by the Company from time to
time. In addition, you may exercise your Option by written notice to the Company
as provided in Section 10(i) of this  Agreement that states (i) your election to
exercise the Option, (ii) the Grant Date of the Option, (iii) the purchase price
of the  shares,  (iv) the  number  of  shares  as to which  the  Option is being
exercised,  (v) the  manner of payment  and (vi) the  manner of payment  for any
income tax withholding  amount.  The notice shall be signed by you or the Person
or Persons  exercising the Option. The notice shall be accompanied by payment in
full of the  exercise  price for all shares  designated  in the  notice.  To the
extent that the Option is  exercised  after your  death,  the notice of exercise
shall also be accompanied  by  appropriate  proof of the right of such Person or
Persons to exercise the Option.

                                       4
<PAGE>


     (b) Payment of the exercise price shall be made to the Company  through one
or a combination of the following methods:

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

          (ii) delivery  (either actual delivery or by attestation) of shares of
     Common  Stock  acquired  by you more than six  months  prior to the date of
     exercise  having a Fair Market  Value on the date of exercise  equal to the
     Option exercise price.  You shall represent and warrant in writing that you
     are the owner of the  shares  so  delivered,  free and clear of all  liens,
     encumbrances,  security  interests  and  restrictions,  and you shall  duly
     endorse in blank all certificates delivered to the Company.

     8. Taxes.

     (a) You  acknowledge  that you will consult with your  personal tax adviser
regarding  the income tax  consequences  of  exercising  the Option or any other
matters  related to this  Agreement.  If you are  employed  by the Company or an
Affiliate of the Company, 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 your
sole and absolute responsibility, are withheld or collected from you.

     (b) In  accordance  with the  terms of the Plan,  and such  rules as may be
adopted by the Committee  administering  the Plan,  you may elect to satisfy any
applicable tax withholding  obligations  arising from the exercise of the Option
by (i) delivering cash  (including  check,  draft,  money order or wire transfer
made payable to the order of the  Company),  (ii) having the Company  withhold a
portion of the shares of Common Stock otherwise to be delivered upon exercise of
the Option having a Fair Market Value equal to the amount of such taxes or (iii)
delivering  to the Company  shares of Common  Stock  having a Fair Market  Value
equal to the amount of such taxes.  The Company will not deliver any  fractional
share of Common  Stock but will pay, in lieu  thereof,  the Fair Market Value of
such fractional share. Your election must be made on or before the date that the
amount of tax to be withheld is determined.

     9. Adjustments.

     In the event that the Committee administering the Plan shall determine that
any  dividend  or other  distribution  (whether  in the form of cash,  shares of
Common Stock,  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  covered by the Option such that an  adjustment is determined
by the Committee  administering  the Plan to be  appropriate in order to prevent
dilution or  enlargement  of the benefits or potential  benefits  intended to be
made available under this Agreement,  then the Committee  administering the Plan
shall, in such manner as it may deem equitable,  in its sole discretion,  adjust
any or all of the number  and type of the  shares  covered by the Option and the
exercise price of the Option.

                                       5
<PAGE>


     10. General Provisions.

     (a) Interpretations. This Agreement is subject in all respects to the terms
of the Plan.  A copy of the Plan is  available  upon your  request.  Terms  used
herein which are defined in the Plan shall have the respective meanings given to
such terms in the Plan,  unless otherwise  defined herein. In the event that any
provision of this  Agreement  is  inconsistent  with the terms of the Plan,  the
terms of the Plan shall govern. Any question of administration or interpretation
arising under this Agreement shall be determined by the Committee  administering
the Plan, and such determination shall be final, conclusive and binding upon all
parties in interest.

     (b) No Rights as a Shareholder.  Neither you nor your legal representatives
shall have any of the rights and privileges of a shareholder of the Company with
respect to the  shares of Common  Stock  subject to the Option  unless and until
such shares are issued upon exercise of the Option.

     (c) No Right to Employment or Board  Service.  Nothing in this Agreement or
the Plan  shall be  construed  as  giving  you the  right to be  retained  as an
employee of the Company or any  Affiliate of the Company or to continue to serve
on the Company's Board of Directors. In addition, the Company or an Affiliate of
the Company may at any time dismiss you from employment, free from any liability
or any claim under this Agreement,  unless otherwise  expressly provided in this
Agreement.

     (d) Option Not Transferable. Except as otherwise provided by the Plan or by
the Committee administering the Plan, the Option shall not be transferable other
than by will or by the laws of descent and  distribution and the Option shall be
exercisable during your lifetime only by you or, if permissible under applicable
law, by your  guardian or legal  representative.  The Option may not be pledged,
alienated,   attached  or  otherwise  encumbered,   and  any  purported  pledge,
alienation,   attachment  or  encumbrance  of  the  Option  shall  be  void  and
unenforceable against the Company or any Affiliate of the Company.

     (e)  Reservation of Shares.  The Company shall at all times during the term
of the Option  reserve and keep  available such number of shares of Common Stock
as will be sufficient to satisfy the requirements of this Agreement.

     (f)  Securities  Matters.  The Company shall not be required to deliver any
shares of Common Stock until the requirements of any federal or state securities
or other  laws,  rules or  regulations  (including  the rules of any  securities
exchange) as may be determined by the Company to be applicable are satisfied.

     (g) Headings.  Headings are given to the sections and  subsections  of this
Agreement 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 this Agreement or any provision hereof.

     (h) Governing  Law. The internal law, and not the law of conflicts,  of the
State of Florida will govern all questions concerning the validity, construction
and effect of this Agreement.

                                       6
<PAGE>


     (i) Notices.  You should send all written notices  regarding this Agreement
or the Plan to the Company at the following address:

                  Darden Restaurants, Inc.
                  Supervisor, Stock Compensation Plans
                  5500 Lake Ellenor Drive
                  Orlando, FL  32809

     (j) Notice of Stock Option Grant. This Non-Qualified Stock Option Agreement
is attached to and made part of a Notice of Stock Option Grant and shall have no
force or effect unless such Notice is duly executed and delivered by the Company
to you.



                                 * * * * * * * *










                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10b_065005.txt
<DESCRIPTION>EXHIBIT 10B- RESTRICTED STOCK AWARD AGMT
<TEXT>
                                                                   Exhibit 10(b)

                            DARDEN RESTAURANTS, INC.
                            2002 STOCK INCENTIVE PLAN


                        RESTRICTED STOCK AWARD AGREEMENT


     This Restricted Stock Award Agreement is between Darden Restaurants,  Inc.,
a Florida corporation (the "Company"), and you, the person named in the attached
Award  Certificate  who is an employee of the Company or one of its  Affiliates.
This  Agreement  is  effective as of the date of grant set forth in the attached
Award Certificate (the "Grant Date").

     The  Company  wishes to award to you a number  of  shares of the  Company's
Common Stock, no par value (the "Common Stock"), subject to certain restrictions
as  provided  in this  Agreement,  in  order  to carry  out the  purpose  of the
Company's 2002 Stock Incentive Plan (the "Plan").

     Accordingly, for good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the Company and you hereby agree as follows:

     1. Award of Restricted Stock.

     The Company hereby grants to you,  effective as of the Grant Date, an Award
of  Restricted  Stock for that number of shares of Common Stock set forth in the
attached Award Certificate (the "Shares"), on the terms and conditions set forth
in this Agreement and the Award  Certificate and in accordance with the terms of
the Plan.

     2. Rights with Respect to the Shares.

     With respect to the Shares, you shall be entitled to exercise the rights of
a  shareholder  of Common Stock of the Company,  including the right to vote the
Shares and the right to receive cash dividends  thereon as provided in Section 8
of this Agreement, unless and until the Shares are forfeited pursuant to Section
5 hereof. Your rights with respect to the Shares shall remain forfeitable at all
times prior to the date or dates on which such  rights  become  vested,  and the
restrictions  with respect to the Shares lapse,  in accordance with Section 3, 4
or 5 hereof.

     3. Vesting.

     (a) Subject to the terms and conditions of this Agreement, the Shares shall
vest, and the  restrictions  with respect to the Shares shall lapse, on the date
or  dates  and in the  amount  or  amounts  set  forth  in  the  attached  Award
Certificate if you remain  continuously  employed by the Company or an Affiliate
of the Company until the respective vesting dates.

     (b) If,  but only if, the Award  Certificate  attached  to this  Restricted
Stock Award Agreement  states that the Expiration Date of the Restricted  Period
is subject to  acceleration  based on Company  performance,  then the  following
provisions will apply:

<PAGE>

          (i) The Shares shall vest,  and the  restrictions  on the Shares shall
     lapse,  annually  following  the end of each of the first five fiscal years
     ending after the Grant Date,  in an amount equal to twice the Darden Annual
     Sales  Growth  Rate (as  defined  below) for the  applicable  fiscal  year,
     rounded to the nearest whole number, provided that the Darden Annual Return
     on Capital  (as defined  below) for that fiscal year  exceeds the Return on
     Capital Threshold (as defined below) for that fiscal year.

          (ii) For purposes of this Agreement, "Darden Annual Sales Growth Rate"
     for the  applicable  fiscal  year  means  the  percentage  computed  by (x)
     subtracting  the  consolidated  sales for the  Company  for the fiscal year
     immediately  preceding  the  applicable  fiscal year (as  reflected  in the
     Company's  annual  audited  financial  statements  for such  year) from the
     consolidated  sales for the  Company  for the  applicable  fiscal  year (as
     reflected in the  Company's  annual  audited  financial  statement for such
     year),  (y)  dividing  the amount  computed  pursuant  to clause (x) by the
     consolidated  sales  for  the  Company  for  the  fiscal  year  immediately
     preceding the applicable  fiscal year (as reflected in the Company's annual
     audited financial  statements for such year) and (z) multiplying the amount
     computed  pursuant  to clause (y) by 100.  Following  the end of the second
     through  fifth fiscal years ending after the Grant Date,  the Darden Annual
     Sales  Growth  Rate  shall be  determined  on a  cumulative  basis  for the
     combined years covered by the  calculation,  adjusted to reflect the amount
     of the  Darden  Annual  Sales  Growth  Rate,  if any,  that has  previously
     resulted in the  accelerated  vesting of Shares  pursuant  to this  Section
     3(b).

          (iii)  For  purposes  of this  Agreement,  "Darden  Annual  Return  on
     Capital"  for the  applicable  fiscal  year means the  Company's  return on
     capital for that year as computed by the Company's  accounting  department,
     and the term "Return on Capital  Threshold" for the applicable  fiscal year
     means the median return on capital as computed by the Company's  accounting
     department for the competitive  set of companies  selected by the Committee
     for the prior year.  If the Darden Annual Return on Capital does not exceed
     the Return on Capital  Threshold for the  applicable  fiscal year,  then no
     Shares shall vest pursuant to this Section 3(b) for that year.

          (iv) The  calculations  under  this  Section  3(b) shall be made on or
     before the June 30 immediately  following the end of the applicable  fiscal
     year and any accelerated  vesting resulting from such calculations shall be
     effective as of that June 30.

          (v) The Committee  administering  the Plan shall have the authority to
     make any determinations regarding questions arising from the application of
     the provisions of this Section 3(b),  which  determination  shall be final,
     conclusive and binding on you and the Company.

     4. Change of Control.

     Notwithstanding  the vesting  provisions  contained in Section 3 above, but
subject to the other terms and conditions in this Agreement, upon the occurrence
of a Change of Control  (as  defined  below) you shall  become  immediately  and
unconditionally vested in all Shares and the

                                       2
<PAGE>

restrictions with respect to all of the Shares shall lapse. For purposes of this
Agreement, "Change of Control" shall mean 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, as amended)  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;

     (b) 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

     (c) the  consummation of a transaction in which the Company ceases to be an
independent  publicly-owned  corporation or the  consummation of a sale or other
disposition of all or substantially all of the assets of the Company.

     5. Early  Vesting;  Forfeiture;  Automatic  Conversion to Restricted  Stock
Units; Deposit Shares.

     (a) If you cease to be  employed  by the  Company  or an  Affiliate  of the
Company  prior to the  vesting of the Shares  pursuant to Section 3 or 4 hereof,
your rights to all of the unvested  Shares shall be immediately  and irrevocably
forfeited, including the right to vote such Shares and the right to receive cash
dividends on such Shares, except that:

          (i) if the  Company or an  Affiliate  of the Company  terminates  your
     employment  involuntarily and not for cause (as determined by the Committee
     administering  the Plan)  prior to the  vesting of the Shares  pursuant  to
     Section 3 or 4 hereof,  and your combined age and years of service with the
     Company or an Affiliate  of the Company  equal at least 70, then any Shares
     that have not vested on the date of your termination of employment but that
     would have  vested  within two years from the date of  termination  if your
     employment  had continued  shall become  immediately  vested on the date of
     your termination of employment;

          (ii) if you  retire on or after age 55 with 10 years of  service  with
     the  Company or an  Affiliate  of the  Company  prior to the vesting of the
     Shares pursuant to Section 3 or 4 hereof,  you will continue to vest in the
     Shares of Restricted Stock as set forth in the Award Certificate; or

          (iii) if you die  prior  to the  vesting  of the  Shares  pursuant  to
     Section 3, 4 or 5 hereof,  the Shares  will vest on a pro rata basis on the
     date of your death,  based on the number of full months from the Grant Date
     to the date of your death.  No transfer by will or the  applicable  laws of
     descent and  distribution  of any Shares which vest by reason of your death
     shall be effective to bind the Company  unless the Committee  administering
     the Plan shall have been furnished with written notice of such transfer and
     a copy  of the  will or such  other  evidence  as the  Committee  may  deem
     necessary to establish the validity of the transfer.

                                       3
<PAGE>


     (b) If the  Award  Certificate  attached  to this  Restricted  Stock  Award
Agreement  states that this  Restricted  Stock Award has been awarded subject to
the Darden  Restaurants,  Inc.  Management and Professional  Incentive Plan (the
"MIP"),  then this  Restricted  Stock  Award  and the  related  Shares  shall be
cancelled,  forfeited and returned to the Company unless all of the requirements
set forth in the MIP for the year to which the  grant of this  Restricted  Stock
Award relates are satisfied.

     (c) If the  Award  Certificate  attached  to this  Restricted  Stock  Award
Agreement  states  that the  Expiration  Date of the  Restricted  Period  is not
subject to acceleration based on Company  performance,  and if, as determined in
January  of each  year,  you will  attain the age of 55 with 10 years of service
with the Company or an  Affiliate  of the  Company  during the  one-year  period
beginning  on the last  business  day of  January  of that year (the  "Automatic
Conversion  Date")  and  ending  on the  last  business  day of  January  of the
following year, then (i) as of the Automatic Conversion Date, your rights to all
of the  Shares  that are  unvested  on the  Automatic  Conversion  Date shall be
immediately and irrevocably  forfeited,  including the right to vote such Shares
and the right to  receive  cash  dividends  on such  Shares,  and (ii) you shall
automatically  receive,  effective as of the Automatic Conversion Date, an award
of  restricted  stock units under the Plan for that number of units equal to the
number of Shares so forfeited, dated as of the Grant Date, with the same vesting
schedule as  provided  in this  Agreement  and  containing  such other terms and
conditions as are set forth in or established under the Plan.

     (d) If the  Award  Certificate  attached  to this  Restricted  Stock  Award
Agreement states that the Expiration Date of the Restricted Period is subject to
acceleration based on Company  performance,  and if, as determined in January of
each  year,  you will  attain  the age of 55 with 10 years of  service  with the
Company or an Affiliate of the Company during the one-year  period  beginning on
the last business day of January of that year (the "Deposit Date") and ending on
the last  business day of January of the following  year,  then you may elect to
place on deposit  with the Company one  personally  owned share of Common  Stock
(the  "Deposit  Shares")  for every two Shares that are  unvested on the Deposit
Date.  If you withdraw any or all of the Deposit  Shares  before the Shares have
vested,  two Shares that are unvested  will be forfeited  for each Deposit Share
withdrawn.  The  Company  will  release to you one  Deposit  Share for every two
Shares that vest  following  the Deposit  Date.  In lieu of physical  deposit of
Share  certificates with the Company,  the Company may accept such other form or
evidence of deposit as it deems appropriate.

     6. Restriction on Transfer.

     Until the Shares  vest  pursuant  to Section 3, 4 or 5 hereof,  none of the
Shares  may be sold,  assigned,  transferred,  pledged,  attached  or  otherwise
encumbered,  and no  attempt  to  transfer  the  Shares,  whether  voluntary  or
involuntary,  by operation of law or otherwise,  shall vest the transferee  with
any interest or right in or with respect to the Shares.

     7. Issuance and Custody of Certificates.

     (a) The Company shall cause the Shares to be issued in your name, either by
book-entry  registration  or issuance of a stock  certificate  or  certificates,
which certificate or certificates shall be held by the Company. The Shares shall
be restricted from transfer and shall be subject

                                       4
<PAGE>

to an  appropriate  stop-transfer  order.  If any  certificate  is  issued,  the
certificate  shall bear an  appropriate  legend  referring  to the  restrictions
applicable to the Shares.

     (b) If any certificate is issued, you shall be required to execute and
deliver to the Company a stock power or stock powers relating to the Shares as a
condition to the receipt of this Award of Restricted Stock.

     (c) After  any  Shares  vest  pursuant  to  Section  3, 4 or 5 hereof,  and
following  payment of the  applicable  withholding  taxes  pursuant to Section 9
hereof,  the Company  shall  promptly  cause such vested Shares (less any shares
withheld to pay taxes),  free of the  restrictions  and/or  legend  described in
Section 7(a) hereof,  to be delivered,  either by book-entry  registration or in
the form of a  certificate  or  certificates,  registered in your name or in the
names of your legal representatives, beneficiaries or heirs, as the case may be.

     8. Distributions and Adjustments.

     (a) If any Shares vest  subsequent to any change in the number or character
of the  Common  Stock  of the  Company  (through  any  stock  dividend  or other
distribution,    recapitalization,    stock   split,    reverse   stock   split,
reorganization,   merger,   consolidation   split-up,   spin-off,   combination,
repurchase or exchange of shares or otherwise), you shall then receive upon such
vesting the number and type of securities or other consideration which you would
have  received if such Shares had vested prior to the event  changing the number
or character of the outstanding Common Stock.

     (b) Any  additional  shares  of  Common  Stock of the  Company,  any  other
securities of the Company and any other  property  (except for cash dividends or
other cash  distributions)  distributed  with respect to the Shares prior to the
date or dates the Shares vest shall be subject to the same  restrictions,  terms
and  conditions  as the  Shares  to which  they  relate  and  shall be  promptly
deposited  with the  Secretary of the Company or a custodian  designated  by the
Secretary.

     (c) Any cash dividends or other cash distributions  payable with respect to
the Shares shall be  distributed to you at the same time cash dividends or other
cash distributions are distributed to shareholders of the Company generally.

     9. Taxes.

     (a) You  acknowledge  that you will consult with your  personal tax advisor
regarding  the income tax  consequences  of the grant of the Shares,  payment of
dividends on the Shares, the vesting of the Shares and any other matters related
to this  Agreement.  In order to comply with all  applicable  federal,  state or
local  income tax laws or  regulations,  the  Company may take such action as it
deems appropriate to ensure that all applicable federal, state or local payroll,
withholding,   income  or  other  taxes,   which  are  your  sole  and  absolute
responsibility, are withheld or collected from you.

     (b) In  accordance  with the  terms of the Plan,  and such  rules as may be
adopted by the Committee  administering  the Plan,  you may elect to satisfy any
applicable tax withholding obligations arising from the receipt of, or the lapse
of restrictions relating to, the Shares by (i)

                                       5
<PAGE>

delivering  cash  (including  check,  draft,  money order or wire  transfer made
payable to the order of the Company), (ii) having the Company withhold a portion
of the Shares  otherwise to be delivered having a Fair Market Value equal to the
amount of such taxes, or (iii)  delivering to the Company shares of Common Stock
having a Fair Market  Value equal to the amount of such taxes.  The Company will
not deliver any fractional Share but will pay, in lieu thereof,  the Fair Market
Value of such fractional Share. Your election must be made on or before the date
that the amount of tax to be withheld is determined.

     10. General Provisions.

     (a) Interpretations. This Agreement is subject in all respects to the terms
of the Plan.  A copy of the Plan is  available  upon your  request.  Terms  used
herein which are defined in the Plan shall have the respective meanings given to
such terms in the Plan,  unless otherwise  defined herein. In the event that any
provision of this  Agreement  is  inconsistent  with the terms of the Plan,  the
terms of the Plan shall govern. Any question of administration or interpretation
arising under this Agreement shall be determined by the Committee  administering
the Plan, and such determination shall be final, conclusive and binding upon all
parties in interest.

     (b) No Right to Employment.  Nothing in this Agreement or the Plan shall be
construed  as giving you the right to be  retained as an employee of the Company
or any Affiliate of the Company. In addition, the Company or an Affiliate of the
Company may at any time dismiss you from employment,  free from any liability or
any claim under this  Agreement,  unless  otherwise  expressly  provided in this
Agreement.

     (c)  Securities  Matters.  The Company shall not be required to deliver any
Shares until the  requirements of any federal or state securities or other laws,
rules or regulations  (including the rules of any securities exchange) as may be
determined by the Company to be applicable are satisfied.

     (d) Headings.  Headings are given to the sections and  subsections  of this
Agreement 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 this Agreement or any provision hereof.

     (e) Governing  Law. The internal law, and not the law of conflicts,  of the
State of Florida will govern all questions concerning the validity, construction
and effect of this Agreement.

     (f) Notices.  You should send all written notices  regarding this Agreement
or the Plan to the Company at the following address:

                           Darden Restaurants, Inc.
                           Supervisor, Stock Compensation Plans
                           5900 Lake Ellenor Drive
                           Orlando, FL  32809

                                       6
<PAGE>


     (g) Award Certificate. This Restricted Stock Award Agreement is attached to
and made a part of an Award Certificate and shall have no force or effect unless
such Award Certificate is duly executed and delivered by the Company to you.

                                 * * * * * * * *











                                       7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10c_062005.txt
<DESCRIPTION>EX10C - RESTRICTED STOCK UNIT AWARD AGMT -US
<TEXT>
                                                                   Exhibit 10(c)


                            DARDEN RESTAURANTS, INC.
                            2002 STOCK INCENTIVE PLAN


                     RESTRICTED STOCK UNITS AWARD AGREEMENT
                                 (United States)


     This Restricted Stock Units Award Agreement is between Darden  Restaurants,
Inc., a Florida  corporation (the  "Company"),  and you, the person named in the
attached  Award  Certificate  who is an  employee  of the  Company or one of its
Affiliates. This Agreement is effective as of the date of grant set forth in the
attached Award Certificate (the "Grant Date").

     The Company wishes to award to you a number of Restricted Stock Units, each
Restricted  Stock  Unit  representing  the  right to  receive  one  share of the
Company's  Common Stock, no par value (the "Common  Stock"),  subject to certain
restrictions as provided in this Agreement, in order to carry out the purpose of
the Company's 2002 Stock Incentive Plan (the "Plan").

     Accordingly, for good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the Company and you hereby agree as follows:

     1. Award of Restricted Stock Units.

     The Company hereby grants to you,  effective as of the Grant Date, an Award
of  Restricted  Stock Units for that  number of Units set forth in the  attached
Award  Certificate (the "Restricted  Stock Units"),  on the terms and conditions
set forth in this Agreement and the Award Certificate and in accordance with the
terms of the Plan.

     2. Rights with Respect to the Restricted Stock Units.

     (a) The  Restricted  Stock Units  granted  pursuant to the  attached  Award
Certificate  and this  Agreement do not and shall not give you any of the rights
and privileges of a shareholder of Common Stock. Your rights with respect to the
Restricted  Stock Units shall remain  forfeitable at all times prior to the date
or dates on which such rights become vested,  and the restrictions  with respect
to the  Restricted  Stock Units  lapse,  in  accordance  with  Section 3, 4 or 5
hereof.

     (b) As long as you hold  Restricted  Stock  Units  granted  pursuant to the
attached Award  Certificate  and this  Agreement,  the Company shall make a cash
payment to you, on each date that the Company pays a cash dividend to holders of
Common Stock  generally,  in the amount  equal to the dollar  amount of the cash
dividend paid per share of Common Stock on such date multiplied by the number of
Restricted  Stock Units subject to this Award,  less any tax withholding  amount
applicable to such payment.

     3. Vesting.

     (a) Subject to the terms and conditions of this  Agreement,  the Restricted
Stock Units shall vest,  and the  restrictions  with  respect to the  Restricted
Stock Units shall  lapse,  on the date

<PAGE>

or  dates  and in the  amount  or  amounts  set  forth  in  the  attached  Award
Certificate if you remain  continuously  employed by the Company or an Affiliate
of the Company until the respective vesting dates.

     (b) If,  but only if, the Award  Certificate  attached  to this  Restricted
Stock  Units  Award  Agreement  states  that  the  Vesting  Date is  subject  to
acceleration based on Company  performance,  then the following  provisions will
apply:

          (i) The Restricted Stock Units shall vest, and the  restrictions  with
     respect to the Restricted Stock Units shall lapse,  annually  following the
     end of each of the first five fiscal years ending after the Grant Date,  in
     an amount  equal to twice the Darden  Annual  Sales Growth Rate (as defined
     below) for the applicable fiscal year, rounded to the nearest whole number,
     provided that the Darden  Annual  Return on Capital (as defined  below) for
     that fiscal year exceeds the Return on Capital Threshold (as defined below)
     for that fiscal year.

          (ii) For purposes of this Agreement, "Darden Annual Sales Growth Rate"
     for the  applicable  fiscal  year  means  the  percentage  computed  by (x)
     subtracting  the  consolidated  sales for the  Company  for the fiscal year
     immediately  preceding  the  applicable  fiscal year (as  reflected  in the
     Company's  annual  audited  financial  statements  for such  year) from the
     consolidated  sales for the  Company  for the  applicable  fiscal  year (as
     reflected in the  Company's  annual  audited  financial  statement for such
     year),  (y)  dividing  the amount  computed  pursuant  to clause (x) by the
     consolidated  sales  for  the  Company  for  the  fiscal  year  immediately
     preceding the applicable  fiscal year (as reflected in the Company's annual
     audited financial  statements for such year) and (z) multiplying the amount
     computed  pursuant  to clause (y) by 100.  Following  the end of the second
     through  fifth fiscal years ending after the Grant Date,  the Darden Annual
     Sales  Growth  Rate  shall be  determined  on a  cumulative  basis  for the
     combined years covered by the  calculation,  adjusted to reflect the amount
     of the  Darden  Annual  Sales  Growth  Rate,  if any,  that has  previously
     resulted in the  accelerated  vesting of Shares  pursuant  to this  Section
     3(b).

          (iii)  For  purposes  of this  Agreement,  "Darden  Annual  Return  on
     Capital"  for the  applicable  fiscal  year means the  Company's  return on
     capital for that year as computed by the Company's  accounting  department,
     and the term "Return on Capital  Threshold" for the applicable  fiscal year
     means the median return on capital as computed by the Company's  accounting
     department for the competitive  set of companies  selected by the Committee
     for the prior year.  If the Darden Annual Return on Capital does not exceed
     the Return on Capital  Threshold for the  applicable  fiscal year,  then no
     Shares shall vest pursuant to this Section 3(b) for that year.

          (iv) The  calculations  under  this  Section  3(b) shall be made on or
     before the June 30 immediately  following the end of the applicable  fiscal
     year and any accelerated  vesting resulting from such calculations shall be
     effective as of that June 30.

          (v) The Committee  administering  the Plan shall have the authority to
     make any determinations regarding questions arising from the application of
     the provisions of

                                       2
<PAGE>

 this Section 3(b),  which  determination  shall be final,
     conclusive and binding on you and the Company.

     4. Change of Control.

     Notwithstanding  the vesting  provisions  contained in Section 3 above, but
subject to the other terms and conditions in this Agreement, upon the occurrence
of a Change of Control  (as  defined  below) you shall  become  immediately  and
unconditionally  vested in all Restricted Stock Units and the restrictions  with
respect to all of the Restricted  Stock Units shall lapse.  For purposes of this
Agreement, "Change of Control" shall mean 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, as amended)  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;

     (b) 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

     (c) the  consummation of a transaction in which the Company ceases to be an
independent  publicly-owned  corporation or the  consummation of a sale or other
disposition of all or substantially all of the assets of the Company.

     5. Early Vesting; Forfeiture.

     (a) If you cease to be  employed  by the  Company  or an  Affiliate  of the
Company prior to the vesting of the Restricted Stock Units pursuant to Section 3
or 4 hereof,  your rights to all of the unvested Restricted Stock Units shall be
immediately  and  irrevocably  forfeited,  including  the right to receive  cash
payments pursuant to Section 2(b) hereof, except that:

          (i) if the  Company or an  Affiliate  of the Company  terminates  your
     employment  involuntarily and not for cause (as determined by the Committee
     administering  the Plan) prior to the vesting of the Restricted Stock Units
     pursuant  to  Section 3 or 4  hereof,  and your  combined  age and years of
     service with the Company or an Affiliate of the Company  equal at least 70,
     then any  Restricted  Stock  Units that have not vested on the date of your
     termination  of employment but that would have vested within two years from
     the date of  termination  if your  employment  had  continued  shall become
     immediately vested on the date of your termination of employment;

          (ii) if you  retire on or after age 55 with 10 years of  service  with
     the Company or an  Affiliate  of the  Company,  prior to the vesting of the
     Restricted Stock Units pursuant to Section 3 or 4 hereof, you will continue
     to  vest  in  the  Restricted  Stock  Units  as  set  forth  in  the  Award
     Certificate; or

          (iii) if you die prior to the  vesting of the  Restricted  Stock Units
     pursuant to Section 3, 4 or 5 hereof,  the Restricted Stock Units will vest
     on a pro rata basis on the date of your death,  based on the number of full
     months from the Grant Date to the date of

                                       3
<PAGE>

     your  death.  No  transfer  by will or the  applicable  laws of descent and
     distribution  of any  Restricted  Stock  Units which vest by reason of your
     death  shall  be  effective  to  bind  the  Company  unless  the  Committee
     administering  the Plan shall have been  furnished  with written  notice of
     such  transfer  and a copy  of the  will  or  such  other  evidence  as the
     Committee may deem necessary to establish the validity of the transfer.

          (b) If the Award  Certificate  attached to this Restricted Stock Units
     Award  Agreement  states  that this  Restricted  Stock Units Award has been
     awarded subject to the Darden Restaurants, Inc. Management and Professional
     Incentive Plan (the "MIP"), then this Restricted Stock Units Award shall be
     cancelled,  forfeited  and  returned  to  the  Company  unless  all  of the
     requirements  set  forth in the MIP for the year to which the grant of this
     Restricted Stock Units Award relates are satisfied.

     6. Restriction on Transfer.

     Until the Restricted Stock Units vest pursuant to Section 3, 4 or 5 hereof,
none of the Restricted Stock Units may be sold, assigned, transferred,  pledged,
attached or  otherwise  encumbered,  and no attempt to transfer  the  Restricted
Stock Units, whether voluntary or involuntary, by operation of law or otherwise,
shall vest the  transferee  with any interest or right in or with respect to the
Restricted Stock Units.

     7. Conversion of Restricted Stock Units; Issuance of Common Stock.

     No shares of Common Stock shall be issued to you prior to the date on which
the  applicable  Restricted  Stock Units vest, in accordance  with the terms and
conditions of the attached Award Certificate and this Award Agreement. After any
Restricted  Stock Units vest  pursuant to Section 3, 4 or 5 hereof,  the Company
shall  promptly  cause to be issued  in your name one share of Common  Stock for
each  Restricted  Stock Unit.  Following  payment of the applicable  withholding
taxes pursuant to Section 9 hereof,  the Company shall promptly cause the shares
of Common Stock (less any shares withheld to pay taxes) to be delivered,  either
by  book-entry  registration  or in the form of a certificate  or  certificates,
registered  in  your  name  or in  the  names  of  your  legal  representatives,
beneficiaries  or heirs,  as the case may be. The  Company  will not deliver any
fractional share of Common Stock but will pay, in lieu thereof,  the Fair Market
Value of such fractional share of Common Stock.

     8. Adjustments.

     In the event that the Committee administering the Plan shall determine that
any  dividend  or other  distribution  (whether  in the form of cash,  shares of
Common Stock,  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 Common Stock such that an adjustment of the  Restricted  Stock Units
is determined by the Committee administering the Plan to be appropriate in order
to prevent  dilution  or  enlargement  of the  benefits  or  potential  benefits
intended to be made  available  under the attached  Award  Certificate  and this
Agreement, then the Committee shall, in such manner as it may deem equitable, in
its

                                       4
<PAGE>

sole  discretion,  adjust any or all of the number and type of shares subject to
the Restricted Stock Units.

     9. Taxes.

     (a) You  acknowledge  that you will consult with your  personal tax advisor
regarding  the  income tax  consequences  of the grant of the  Restricted  Stock
Units, the receipt of cash payments pursuant to Section 2(b) hereof, the vesting
of the Restricted Stock Units and the receipt of shares of Common Stock, and any
other matters related to this Agreement.  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
your sole and absolute responsibility, are withheld or collected from you.

     (b) In  accordance  with the  terms of the Plan,  and such  rules as may be
adopted by the Committee  administering  the Plan,  you may elect to satisfy any
applicable  tax  withholding   obligations  arising  from  the  vesting  of  the
Restricted Stock Units and the  corresponding  receipt of shares of Common Stock
by (i) delivering cash  (including  check,  draft,  money order or wire transfer
made payable to the order of the  Company),  (ii) having the Company  withhold a
portion of the shares of Common Stock  otherwise  to be delivered  having a Fair
Market  Value  equal to the amount of such  taxes,  or (iii)  delivering  to the
Company shares of Common Stock having a Fair Market Value equal to the amount of
such taxes.  The Company will not deliver any  fractional  share of Common Stock
but will pay, in lieu thereof, the Fair Market Value of such fractional share of
Common  Stock.  Your election must be made on or before the date that the amount
of tax to be withheld is determined.

     10. General Provisions.

     (a) Interpretations. This Agreement is subject in all respects to the terms
of the Plan.  A copy of the Plan is  available  upon your  request.  Terms  used
herein which are defined in the Plan shall have the respective meanings given to
such terms in the Plan,  unless otherwise  defined herein. In the event that any
provision of this  Agreement  is  inconsistent  with the terms of the Plan,  the
terms of the Plan shall govern. Any question of administration or interpretation
arising under this Agreement shall be determined by the Committee  administering
the Plan, and such determination shall be final, conclusive and binding upon all
parties in interest.

     (b) No Right to Employment.  Nothing in this Agreement or the Plan shall be
construed  as giving you the right to be  retained as an employee of the Company
or any Affiliate of the Company. In addition, the Company or an Affiliate of the
Company may at any time dismiss you from employment,  free from any liability or
any claim under this  Agreement,  unless  otherwise  expressly  provided in this
Agreement.

     (c)  Reservation  of Shares.  The  Company  shall at all times prior to the
vesting of the Restricted  Stock Units reserve and keep available such number of
shares of Common Stock as will be sufficient to satisfy the requirements of this
Agreement.

     (d)  Securities  Matters.  The Company shall not be required to deliver any
shares of Common Stock until the requirements of any federal or state securities
or other  laws,  rules or

                                       5
<PAGE>

regulations  (including  the  rules  of  any  securities  exchange)  as  may  be
determined by the Company to be applicable are satisfied.

     (e) Headings.  Headings are given to the sections and  subsections  of this
Agreement 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 this Agreement or any provision hereof.

     (f) Governing  Law. The internal law, and not the law of conflicts,  of the
State of Florida will govern all questions concerning the validity, construction
and effect of this Agreement.

     (g) Notices.  You should send all written notices  regarding this Agreement
or the Plan to the Company at the following address:

                           Darden Restaurants, Inc.
                           Supervisor, Stock Compensation Plans
                           5900 Lake Ellenor Drive
                           Orlando, FL  32809

     (h) Award  Certificate.  This  Restricted  Stock Units Award  Agreement  is
attached to and made a part of an Award  Certificate  and shall have no force or
effect  unless such Award  Certificate  is duly  executed  and  delivered by the
Company to you.

                                * * * * * * * *











                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>exhibit10d_062005.txt
<DESCRIPTION>EX10D - RESTRICTED STOCK UNITS AWARD AGMT (CAN)
<TEXT>
                                                                   Exhibit 10(d)


                            DARDEN RESTAURANTS, INC.
                            2002 STOCK INCENTIVE PLAN


                     RESTRICTED STOCK UNITS AWARD AGREEMENT
                                    (Canada)


     This Restricted Stock Units Award Agreement is between Darden  Restaurants,
Inc., a Florida  corporation (the  "Company"),  and you, the person named in the
attached  Award  Certificate  who is an  employee  of the  Company or one of its
Affiliates. This Agreement is effective as of the date of grant set forth in the
attached Award Certificate (the "Grant Date").

     The Company wishes to award to you a number of Restricted Stock Units, each
Restricted  Stock  Unit  representing  the  right to  receive  one  share of the
Company's  Common Stock, no par value (the "Common  Stock"),  subject to certain
restrictions as provided in this Agreement, in order to carry out the purpose of
the Company's 2002 Stock Incentive Plan (the "Plan").

     Accordingly, for good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the Company and you hereby agree as follows:

     1. Award of Restricted Stock Units.

     The Company hereby grants to you,  effective as of the Grant Date, an Award
of  Restricted  Stock Units for that  number of Units set forth in the  attached
Award  Certificate (the "Restricted  Stock Units"),  on the terms and conditions
set forth in this Agreement and the Award Certificate and in accordance with the
terms of the Plan.

     2. Rights with Respect to the Restricted Stock Units.

     (a) The  Restricted  Stock Units  granted  pursuant to the  attached  Award
Certificate  and this  Agreement do not and shall not give you any of the rights
and privileges of a shareholder of Common Stock. Your rights with respect to the
Restricted  Stock Units shall remain  forfeitable at all times prior to the date
or dates on which such rights become vested,  and the restrictions  with respect
to the  Restricted  Stock Units  lapse,  in  accordance  with  Section 3, 4 or 5
hereof.

     (b) As long as you hold  Restricted  Stock  Units  granted  pursuant to the
attached Award  Certificate  and this  Agreement,  the Company shall make a cash
payment to you, on each date that the Company pays a cash dividend to holders of
Common Stock  generally,  in the amount  equal to the dollar  amount of the cash
dividend paid per share of Common Stock on such date multiplied by the number of
Restricted Stock Units subject to this Award, less any withholding on account of
taxes or other similar amounts (including pension plan and employment  insurance
contributions) in respect of such payment.

<PAGE>

     3. Vesting.

     (a) Subject to the terms and conditions of this  Agreement,  the Restricted
Stock Units shall vest,  and the  restrictions  with  respect to the  Restricted
Stock Units shall  lapse,  on the date or dates and in the amount or amounts set
forth in the attached Award Certificate if you remain  continuously  employed by
the Company or an Affiliate of the Company until the respective vesting dates.

     (b) If,  but only if, the Award  Certificate  attached  to this  Restricted
Stock  Units  Award  Agreement  states  that  the  Vesting  Date is  subject  to
acceleration based on Company  performance,  then the following  provisions will
apply:

          (i) The Restricted Stock Units shall vest, and the  restrictions  with
     respect to the Restricted Stock Units shall lapse,  annually  following the
     end of each of the first five fiscal years ending after the Grant Date,  in
     an amount  equal to twice the Darden  Annual  Sales Growth Rate (as defined
     below) for the applicable fiscal year, rounded to the nearest whole number,
     provided that the Darden  Annual  Return on Capital (as defined  below) for
     that fiscal year exceeds the Return on Capital Threshold (as defined below)
     for that fiscal year.

          (ii) For purposes of this Agreement, "Darden Annual Sales Growth Rate"
     for the  applicable  fiscal  year  means  the  percentage  computed  by (x)
     subtracting  the  consolidated  sales for the  Company  for the fiscal year
     immediately  preceding  the  applicable  fiscal year (as  reflected  in the
     Company's  annual  audited  financial  statements  for such  year) from the
     consolidated  sales for the  Company  for the  applicable  fiscal  year (as
     reflected in the  Company's  annual  audited  financial  statement for such
     year),  (y)  dividing  the amount  computed  pursuant  to clause (x) by the
     consolidated  sales  for  the  Company  for  the  fiscal  year  immediately
     preceding the applicable  fiscal year (as reflected in the Company's annual
     audited financial  statements for such year) and (z) multiplying the amount
     computed  pursuant  to clause (y) by 100.  Following  the end of the second
     through  fifth fiscal years ending after the Grant Date,  the Darden Annual
     Sales  Growth  Rate  shall be  determined  on a  cumulative  basis  for the
     combined years covered by the  calculation,  adjusted to reflect the amount
     of the  Darden  Annual  Sales  Growth  Rate,  if any,  that has  previously
     resulted in the  accelerated  vesting of Shares  pursuant  to this  Section
     3(b).

          (iii)  For  purposes  of this  Agreement,  "Darden  Annual  Return  on
     Capital"  for the  applicable  fiscal  year means the  Company's  return on
     capital for that year as computed by the Company's  accounting  department,
     and the term "Return on Capital  Threshold" for the applicable  fiscal year
     means the median return on capital as computed by the Company's  accounting
     department for the competitive  set of companies  selected by the Committee
     for the prior year.  If the Darden Annual Return on Capital does not exceed
     the Return on Capital  Threshold for the  applicable  fiscal year,  then no
     Shares shall vest pursuant to this Section 3(b) for that year.

                                        2
<PAGE>

          (iv) The  calculations  under  this  Section  3(b) shall be made on or
     before the June 30 immediately  following the end of the applicable  fiscal
     year and any accelerated  vesting resulting from such calculations shall be
     effective as of that June 30.

          (v) The Committee  administering  the Plan shall have the authority to
     make any determinations regarding questions arising from the application of
     the provisions of this Section 3(b),  which  determination  shall be final,
     conclusive and binding on you and the Company.

     4. Change of Control.

     Notwithstanding  the vesting  provisions  contained in Section 3 above, but
subject to the other terms and conditions in this Agreement, upon the occurrence
of a Change of Control  (as  defined  below) you shall  become  immediately  and
unconditionally  vested in all Restricted Stock Units and the restrictions  with
respect to all of the Restricted  Stock Units shall lapse.  For purposes of this
Agreement, "Change of Control" shall mean 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, as amended)  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;

     (b) 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

     (c) the  consummation of a transaction in which the Company ceases to be an
independent  publicly-owned  corporation or the  consummation of a sale or other
disposition of all or substantially all of the assets of the Company.

     5. Early Vesting; Forfeiture.

     (a) If you cease to be  employed  by the  Company  or an  Affiliate  of the
Company prior to the vesting of the Restricted Stock Units pursuant to Section 3
or 4 hereof,  your rights to all of the unvested Restricted Stock Units shall be
immediately  and  irrevocably  forfeited,  including  the right to receive  cash
payments pursuant to Section 2(b) hereof, except that:

          (i) if the  Company or an  Affiliate  of the Company  terminates  your
     employment  involuntarily and not for cause (as determined by the Committee
     administering  the Plan) prior to the vesting of the Restricted Stock Units
     pursuant  to  Section 3 or 4  hereof,  and your  combined  age and years of
     service with the Company or an Affiliate of the Company  equal at least 70,
     then any Restricted  Stock Units that have not vested on the date of notice
     of your  termination  of  employment  but that would have vested within two
     years  from  the date of  notice  of  termination  if your  employment  had
     continued  shall  become  immediately  vested on the date of notice of your
     termination of employment;

                                       3
<PAGE>

          (ii) if you  retire on or after age 55 with 10 years of  service  with
     the Company or an  Affiliate  of the  Company,  prior to the vesting of the
     Restricted Stock Units pursuant to Section 3 or 4 hereof, you will continue
     to  vest  in  the  Restricted  Stock  Units  as  set  forth  in  the  Award
     Certificate; or

          (iii) if you die prior to the  vesting of the  Restricted  Stock Units
     pursuant to Section 3, 4 or 5 hereof,  the Restricted Stock Units will vest
     on a pro rata basis on the date of your death,  based on the number of full
     months from the Grant Date to the date of your  death.  No transfer by will
     or the applicable laws of descent and  distribution of any Restricted Stock
     Units  which vest by reason of your death  shall be  effective  to bind the
     Company  unless  the  Committee  administering  the Plan  shall  have  been
     furnished  with written  notice of such  transfer and a copy of the will or
     such other  evidence as the Committee  may deem  necessary to establish the
     validity of the transfer.

     (b) If the Award Certificate  attached to this Restricted Stock Units Award
Agreement states that this Restricted Stock Units Award has been awarded subject
to the Darden Restaurants,  Inc. Management and Professional Incentive Plan (the
"MIP"), then this Restricted Stock Units Award shall be cancelled, forfeited and
returned to the Company unless all of the  requirements set forth in the MIP for
the year to which the grant of this  Restricted  Stock Units  Award  relates are
satisfied.

     6. Restriction on Transfer.

         Until the Restricted Stock Units vest pursuant to Section 3, 4 or 5
hereof, none of the Restricted Stock Units may be sold, assigned, transferred,
pledged, attached or otherwise encumbered, and no attempt to transfer the
Restricted Stock Units, whether voluntary or involuntary, by operation of law or
otherwise, shall vest the transferee with any interest or right in or with
respect to the Restricted Stock Units.

     7. Conversion of Restricted Stock Units; Issuance of Common Stock.

     No shares of Common Stock shall be issued to you prior to the date on which
the  applicable  Restricted  Stock Units vest, in accordance  with the terms and
conditions of the attached Award Certificate and this Award Agreement. After any
Restricted  Stock Units vest  pursuant to Section 3, 4 or 5 hereof,  the Company
shall  promptly  cause to be issued  in your name one share of Common  Stock for
each Restricted  Stock Unit.  Subject to deductions of any amounts on account of
taxes or other similar payments pursuant to Section 9 hereof,  the Company shall
promptly  cause the shares of Common Stock (less any shares  withheld to satisfy
such amounts) to be delivered,  either by book-entry registration or in the form
of a  certificate  or  certificates,  registered in your name or in the names of
your  legal  representatives,  beneficiaries  or heirs,  as the case may be. The
Company will not deliver any  fractional  share of Common Stock but will pay, in
lieu thereof,  the Fair Market Value of such  fractional  share of Common Stock.
Any shares of Common Stock  delivered  pursuant to this Award Agreement shall be
newly issued shares.

                                       4
<PAGE>

     8. Adjustments.

     In the event that the Committee administering the Plan shall determine that
any  dividend  or other  distribution  (whether  in the form of cash,  shares of
Common Stock,  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 Common Stock such that an adjustment of the  Restricted  Stock Units
is determined by the Committee administering the Plan to be appropriate in order
to prevent  dilution  or  enlargement  of the  benefits  or  potential  benefits
intended to be made  available  under the attached  Award  Certificate  and this
Agreement, then the Committee shall, in such manner as it may deem equitable, in
its sole discretion,  adjust any or all of the number and type of shares subject
to the Restricted Stock Units.

     9. Taxes.

     (a) You  acknowledge  that you will consult with your  personal tax advisor
regarding  the  income tax  consequences  of the grant of the  Restricted  Stock
Units, the receipt of cash payments pursuant to Section 2(b) hereof, the vesting
of the Restricted Stock Units and the receipt of shares of Common Stock, and any
other matters related to this Agreement.  In order to comply with all applicable
federal,  provincial,  state,  local or  foreign  income  tax or  other  laws or
regulations,  the Company may take such action as it deems appropriate to ensure
that all  applicable  federal,  provincial,  state,  local or  foreign  payroll,
withholding,  income or other taxes, or similar amounts  (including pension plan
and employment insurance contributions), are collected from you or withheld from
any amounts (including shares of Common Stock) paid or delivered to you pursuant
to this Agreement or otherwise.

     (b) In  accordance  with the  terms of the Plan,  and such  rules as may be
adopted by the Committee  administering  the Plan,  you may elect to satisfy any
applicable tax or other withholding  obligations arising from the vesting of the
Restricted Stock Units and the  corresponding  receipt of shares of Common Stock
by (i) delivering cash  (including  check,  draft,  money order or wire transfer
made payable to the order of the  Company),  (ii) having the Company  withhold a
portion of the shares of Common Stock  otherwise  to be delivered  having a Fair
Market Value equal to the amount of such taxes or other  amounts  required to be
withheld,  or (iii)  delivering  to the Company  shares of Common Stock having a
Fair Market Value equal to the amount of such taxes or other amounts required to
be withheld.  The Company will not deliver any fractional  share of Common Stock
but will pay, in lieu thereof, the Fair Market Value of such fractional share of
Common  Stock.  Your election must be made on or before the date that the amount
of tax or other similar amount to be withheld is determined.

     10. General Provisions.

     (a) Interpretations. This Agreement is subject in all respects to the terms
of the Plan.  A copy of the Plan is  available  upon your  request.  Terms  used
herein which are defined in the Plan shall have the respective meanings given to
such terms in the Plan,  unless otherwise  defined herein. In the event that any
provision of this  Agreement  is  inconsistent  with the terms of the

                                       5
<PAGE>

Plan,  the terms of the Plan shall  govern.  Any question of  administration  or
interpretation arising under this Agreement shall be determined by the Committee
administering the Plan, and such  determination  shall be final,  conclusive and
binding upon all parties in interest.

     (b) No Right to Employment.  Nothing in this Agreement or the Plan shall be
construed  as giving you the right to be  retained as an employee of the Company
or any Affiliate of the Company. In addition, the Company or an Affiliate of the
Company may at any time dismiss you from employment,  free from any liability or
any claim under this  Agreement,  unless  otherwise  expressly  provided in this
Agreement.

     (c)  Reservation  of Shares.  The  Company  shall at all times prior to the
vesting of the Restricted  Stock Units reserve and keep available such number of
shares of Common Stock as will be sufficient to satisfy the requirements of this
Agreement.

     (d)  Securities  Matters.  The Company shall not be required to deliver any
shares of Common  Stock until the  requirements  of any federal,  provincial  or
state securities or other laws, rules or regulations (including the rules of any
securities  exchange) as may be determined  by the Company to be applicable  are
satisfied.

     (e) Headings.  Headings are given to the sections and  subsections  of this
Agreement 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 this Agreement or any provision hereof.

     (f) Governing  Law. The internal law, and not the law of conflicts,  of the
State of Florida will govern all questions concerning the validity, construction
and effect of this Agreement.

     (g) Notices.  You should send all written notices  regarding this Agreement
or the Plan to the Company at the following address:

                           Darden Restaurants, Inc.
                           Supervisor, Stock Compensation Plans
                           5900 Lake Ellenor Drive
                           Orlando, FL  32809

     (h) Award  Certificate.  This  Restricted  Stock Units Award  Agreement  is
attached to and made a part of an Award  Certificate  and shall have no force or
effect  unless such Award  Certificate  is duly  executed  and  delivered by the
Company to you.

                                 * * * * * * * *








                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exhibit10e_062005.txt
<DESCRIPTION>EX10E - DARDEN STOCK UNITS AWARD AGMT (US)
<TEXT>
                                                                   Exhibit 10(e)



                            DARDEN RESTAURANTS, INC.
                            2002 STOCK INCENTIVE PLAN


                       DARDEN STOCK UNITS AWARD AGREEMENT
                                 (United States)


     This Darden  Stock Units Award  Agreement  is between  Darden  Restaurants,
Inc., a Florida  corporation (the  "Company"),  and you, the person named in the
attached  Award  Certificate  who is an  employee  of the  Company or one of its
Affiliates. This Agreement is effective as of the date of grant set forth in the
attached Award Certificate (the "Grant Date").

     The Company wishes to award to you a number of Darden Stock Units,  subject
to the terms and conditions  provided in this  Agreement,  in order to carry out
the purpose of the Company's 2002 Stock Incentive Plan (the "Plan").

     Accordingly, for good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the Company and you hereby agree as follows:

     1. Award of Darden Stock Units.

     The Company hereby grants to you,  effective as of the Grant Date, an Award
of Darden Stock Units for that number of Units set forth in the  attached  Award
Certificate (the "Darden Stock Units"),  each Darden Stock Unit representing the
right to receive,  on the vesting date or dates set forth in the attached  Award
Certificate,  a cash payment in an amount equal to the Volume  Weighted  Average
Price (as  defined  in Section 7 hereof)  of one share of the  Company's  Common
Stock, no par value (the "Common Stock"),  on the terms and conditions set forth
in this Agreement and the Award  Certificate and in accordance with the terms of
the Plan.

     2. Rights with Respect to the Darden Stock Units.

     The Darden Stock Units granted  pursuant to the attached Award  Certificate
and this  Agreement are not shares of Common Stock and do not and shall not give
you any of the rights and  privileges  of a shareholder  of Common  Stock.  Your
rights with respect to the Darden Stock Units shall  remain  forfeitable  at all
times prior to the date or dates on which such  rights  become  vested,  and the
restrictions  with respect to the Darden Stock Units lapse,  in accordance  with
Section 3, 4 or 5 hereof.

     3. Vesting.

     Subject to the terms and  conditions  of this  Agreement,  the Darden Stock
Units shall vest,  and the  restrictions  with respect to the Darden Stock Units
shall lapse,  on the date or dates and in the amount or amounts set forth in the
attached Award Certificate if you remain continuously employed by the Company or
an Affiliate of the Company until the respective vesting dates.

<PAGE>


     4. Change of Control.

     Notwithstanding  the vesting  provisions  contained in Section 3 above, but
subject to the other terms and conditions in this Agreement, upon the occurrence
of a Change of Control  (as  defined  below) you shall  become  immediately  and
unconditionally  vested in all  Darden  Stock  Units and the  restrictions  with
respect to all of the Darden  Stock  Units  shall  lapse.  For  purposes of this
Agreement, "Change of Control" shall mean 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, as amended)  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;

     (b) 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

     (c) the  consummation of a transaction in which the Company ceases to be an
independent  publicly-owned  corporation or the  consummation of a sale or other
disposition of all or substantially all of the assets of the Company.

     5. Early Vesting; Forfeiture.

     If you cease to be employed by the Company or an  Affiliate  of the Company
prior to the  vesting  of the  Darden  Stock  Units  pursuant  to Section 3 or 4
hereof,  your  rights  to  all of the  unvested  Darden  Stock  Units  shall  be
immediately and irrevocably forfeited, except that:

     (a)  if  the  Company  or an  Affiliate  of  the  Company  terminates  your
employment  involuntarily  and not for cause  (as  determined  by the  Committee
administering  the Plan) prior to the vesting of the Darden Stock Units pursuant
to Section 3 or 4 hereof,  and your  combined  age and years of service with the
Company or an Affiliate of the Company  equal at least 70, then any Darden Stock
Units that have not vested on the date of your  termination  of  employment  but
that would have  vested  within two years from the date of  termination  if your
employment  had continued  shall become  immediately  vested on the date of your
termination of employment;

     (b) if you  retire  on or after  age 55 with 10 years of  service  with the
Company or an Affiliate of the Company, prior to the vesting of the Darden Stock
Units pursuant to Section 3 or 4 hereof, you will continue to vest in the Darden
Stock Units as set forth in the Award Certificate; or

     (c) if you die prior to the vesting of the Darden  Stock Units  pursuant to
Section 3, 4 or 5 hereof,  the Darden  Stock Units will vest on a pro rata basis
on the date of your  death,  based on the number of full  months  from the Grant
Date to the date of your death.  No transfer by will or the  applicable  laws of
descent and  distribution of any Darden Stock Units which vest by reason of your
death shall be effective to bind the Company unless the Committee  administering
the Plan shall have been  furnished  with written  notice of such transfer and a
copy of the will or such other  evidence as the Committee may deem  necessary to
establish the validity of the transfer.

                                       2
<PAGE>


     6. Restriction on Transfer.

     Until the Darden  Stock  Units vest  pursuant  to Section 3, 4 or 5 hereof,
none of the Darden  Stock  Units may be sold,  assigned,  transferred,  pledged,
attached or  otherwise  encumbered,  and no attempt to transfer the Darden Stock
Units, whether voluntary or involuntary, by operation of law or otherwise, shall
vest the transferee  with any interest or right in or with respect to the Darden
Stock Units.

     7. Payment of Darden Stock Units.

     No cash  shall be paid to you  prior to the  date on which  the  applicable
Darden  Stock  Units vest in  accordance  with the terms and  conditions  of the
attached Award  Certificate and this Award Agreement.  After a Darden Stock Unit
vests  pursuant to Section 3, 4 or 5 hereof,  the Company shall  promptly make a
cash payment to you in an amount equal to the Volume Weighted  Average Price (as
defined  below) of one share of Common Stock for each vested  Darden Stock Unit,
subject to the payment of the applicable withholding taxes pursuant to Section 9
hereof.  No shares of Common  Stock shall be issued  hereunder.  For purposes of
this Award Agreement, "Volume Weighted Average Price" shall mean the U.S. dollar
amount per share of Common Stock calculated as set forth below:

     (a) If the  vesting  date for the Darden  Stock  Unit is a Trading  Day (as
defined  below),  the Volume  Weighted  Average Price shall be calculated by (i)
adding the Daily Volume Weighted  Average Price (as defined below) of the Common
Stock on the vesting  date to the Daily  Volume  Weighted  Average  Price of the
Common Stock on the Trading Day immediately  preceding the vesting date and (ii)
dividing such sum by two.

     (b) If the vesting date for the Darden Stock Unit is not a Trading Day, the
Volume Weighted Average Price shall be calculated by (i) adding the Daily Volume
Weighted  Average  Price of the  Common  Stock on the  Trading  Day  immediately
preceding  the vesting date to the Daily Volume  Weighted  Average  Price of the
Common Stock on the Trading Day immediately  following the vesting date and (ii)
dividing such sum by two.

     (c) For purposes of this Award  Agreement,  "Daily Volume Weighted  Average
Price"  shall mean,  for any Trading Day,  the U.S.  dollar  amount per share of
Common  Stock  calculated  by (i)  adding the U.S.  dollar  amount of each trade
(computed  as the  transaction  price times the number of shares of Common Stock
traded in that  transaction)  during the period  commencing at 9:30 a.m. Eastern
Time and ending at 4:00 p.m.  Eastern Time on such Trading Day and (ii) dividing
such sum by the total number of shares of Common Stock traded  during the period
commencing  at 9:30 a.m.  Eastern  Time and ending at 4:00 p.m.  Eastern Time on
such Trading Day.

     (d) For purposes of this Award  Agreement,  "Trading  Day" shall mean a day
during  which  trading  in  securities  generally  occurs on the New York  Stock
Exchange or, if the Common  Stock is not listed on the New York Stock  Exchange,
the principal other market on which the Common Stock is then traded.

                                       3
<PAGE>


     8. Adjustments.

     In the event that the Committee administering the Plan shall determine that
any  dividend  or other  distribution  (whether  in the form of cash,  shares of
Common Stock,  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 Common  Stock such that an  adjustment  of the Darden Stock Units is
determined by the Committee administering the Plan to be appropriate in order to
prevent dilution or enlargement of the benefits or potential  benefits  intended
to be made available  under the attached Award  Certificate  and this Agreement,
then the Committee  shall, in such manner as it may deem equitable,  in its sole
discretion,  adjust any or all of the  number and type of shares  subject to the
Darden Stock Units.

     9. Taxes.

     You  acknowledge  that you will  consult  with your  personal  tax  advisor
regarding  the income tax  consequences  of the grant of the Darden Stock Units,
the vesting of the Darden Stock  Units,  the receipt of cash upon the vesting of
the Darden Stock Units and any other matters related to this Agreement. 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  your  sole  and  absolute
responsibility, are withheld or collected from you. In accordance with the terms
of the Plan, and such rules as may be adopted by the Committee administering the
Plan,  the Company  will  satisfy any  applicable  tax  withholding  obligations
arising from the vesting of the Darden Stock Units by  withholding  a portion of
the cash otherwise to be delivered equal to the amount of such taxes.

     10. General Provisions.

     (a) Interpretations. This Agreement is subject in all respects to the terms
of the Plan.  A copy of the Plan is  available  upon your  request.  Terms  used
herein which are defined in the Plan shall have the respective meanings given to
such terms in the Plan,  unless otherwise  defined herein. In the event that any
provision of this  Agreement  is  inconsistent  with the terms of the Plan,  the
terms of the Plan shall govern. Any question of administration or interpretation
arising under this Agreement shall be determined by the Committee  administering
the Plan, and such determination shall be final, conclusive and binding upon all
parties in interest.

     (b) No Right to Employment.  Nothing in this Agreement or the Plan shall be
construed  as giving you the right to be  retained as an employee of the Company
or any Affiliate of the Company. In addition, the Company or an Affiliate of the
Company may at any time dismiss you from employment,  free from any liability or
any claim under this  Agreement,  unless  otherwise  expressly  provided in this
Agreement.

     (c) Headings.  Headings are given to the sections and  subsections  of this
Agreement solely as a convenience to facilitate  reference.  Such headings shall
not  be  deemed  in  any  way

                                       4
<PAGE>

material or relevant to the construction or  interpretation of this Agreement or
any provision hereof.

     (d) Governing  Law. The internal law, and not the law of conflicts,  of the
State of Florida will govern all questions concerning the validity, construction
and effect of this Agreement.

     (e) Notices.  You should send all written notices  regarding this Agreement
or the Plan to the Company at the following address:

                           Darden Restaurants, Inc.
                           Supervisor, Stock Compensation Plans
                           5900 Lake Ellenor Drive
                           Orlando, FL  32809

     (f) Award Certificate.  This Darden Stock Units Award Agreement is attached
to and made a part of an Award  Certificate  and  shall  have no force or effect
unless such Award  Certificate  is duly executed and delivered by the Company to
you.

                                 * * * * * * * *










                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>exhibit10f_062005.txt
<DESCRIPTION>EX.10F - DARDEN STOCK UNITS AWARD AGMT (CAN)
<TEXT>

                                                                   Exhibit 10(f)

                            DARDEN RESTAURANTS, INC.
                            2002 STOCK INCENTIVE PLAN


                       DARDEN STOCK UNITS AWARD AGREEMENT
                                    (Canada)


     This Darden  Stock Units Award  Agreement  is between  Darden  Restaurants,
Inc., a Florida  corporation (the  "Company"),  and you, the person named in the
attached  Award  Certificate  who is an  employee  of the  Company or one of its
Affiliates. This Agreement is effective as of the date of grant set forth in the
attached Award Certificate (the "Grant Date").

     The Company wishes to award to you a number of Darden Stock Units,  subject
to the terms and conditions  provided in this  Agreement,  in order to carry out
the purpose of the Company's 2002 Stock Incentive Plan (the "Plan").

     Accordingly, for good and valuable consideration,  the receipt and adequacy
of which are hereby acknowledged, the Company and you hereby agree as follows:

     1. Award of Darden Stock Units.

     The Company hereby grants to you,  effective as of the Grant Date, an Award
of Darden Stock Units for that number of Units set forth in the  attached  Award
Certificate (the "Darden Stock Units"),  each Darden Stock Unit representing the
right to receive,  on the vesting date or dates set forth in the attached  Award
Certificate,  one share of the Company's Common Stock, no par value (the "Common
Stock"),  or, at your election,  a cash payment in an amount equal to the Volume
Weighted  Average  Price (as  defined  in Section  7(b)  hereof) of one share of
Common Stock,  on the terms and  conditions  set forth in this Agreement and the
Award Certificate and in accordance with the terms of the Plan.

     2. Rights with Respect to the Darden Stock Units.

     The Darden Stock Units granted  pursuant to the attached Award  Certificate
and this  Agreement are not shares of Common Stock and do not and shall not give
you any of the rights and  privileges  of a shareholder  of Common  Stock.  Your
rights with respect to the Darden Stock Units shall  remain  forfeitable  at all
times prior to the date or dates on which such  rights  become  vested,  and the
restrictions  with respect to the Darden Stock Units lapse,  in accordance  with
Section 3, 4 or 5 hereof.

     3. Vesting.

     Subject to the terms and  conditions  of this  Agreement,  the Darden Stock
Units shall vest,  and the  restrictions  with respect to the Darden Stock Units
shall lapse,  on the date or dates and in the amount or amounts set forth in the
attached Award Certificate if you remain continuously employed by the Company or
an Affiliate of the Company until the respective vesting dates.

<PAGE>


     4. Change of Control.

     Notwithstanding  the vesting  provisions  contained in Section 3 above, but
subject to the other terms and conditions in this Agreement, upon the occurrence
of a Change of Control  (as  defined  below) you shall  become  immediately  and
unconditionally  vested in all  Darden  Stock  Units and the  restrictions  with
respect to all of the Darden  Stock  Units  shall  lapse.  For  purposes of this
Agreement, "Change of Control" shall mean 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, as amended)  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;

     (b) 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

     (c) the  consummation of a transaction in which the Company ceases to be an
independent  publicly-owned  corporation or the  consummation of a sale or other
disposition of all or substantially all of the assets of the Company.

     5. Early Vesting; Forfeiture.

     If you cease to be employed by the Company or an  Affiliate  of the Company
prior to the  vesting  of the  Darden  Stock  Units  pursuant  to Section 3 or 4
hereof,  your  rights  to  all of the  unvested  Darden  Stock  Units  shall  be
immediately and irrevocably forfeited, except that:

     (a)  if  the  Company  or an  Affiliate  of  the  Company  terminates  your
employment  involuntarily  and not for cause  (as  determined  by the  Committee
administering  the Plan) prior to the vesting of the Darden Stock Units pursuant
to Section 3 or 4 hereof,  and your  combined  age and years of service with the
Company or an Affiliate of the Company  equal at least 70, then any Darden Stock
Units  that  have  not  vested  on the date of  notice  of your  termination  of
employment  but that would have vested  within two years from the date of notice
of termination if your employment had continued shall become  immediately vested
on the date of notice of your termination of employment;

     (b) if you  retire  on or after  age 55 with 10 years of  service  with the
Company or an Affiliate of the Company, prior to the vesting of the Darden Stock
Units pursuant to Section 3 or 4 hereof, you will continue to vest in the Darden
Stock Units as set forth in the Award Certificate; or

     (c) if you die prior to the vesting of the Darden  Stock Units  pursuant to
Section 3, 4 or 5 hereof,  the Darden  Stock Units will vest on a pro rata basis
on the date of your  death,  based on the number of full  months  from the Grant
Date to the date of your death.  No transfer by will or the  applicable  laws of
descent and  distribution of any Darden Stock Units which vest by reason of your
death shall be effective to bind the Company unless the Committee  administering
the Plan shall have been  furnished  with written  notice of such transfer and a
copy of the will or

                                       2
<PAGE>

such other  evidence  as the  Committee  may deem  necessary  to  establish  the
validity of the transfer.

     6. Restriction on Transfer.

     Until the Darden  Stock  Units vest  pursuant  to Section 3, 4 or 5 hereof,
none of the Darden  Stock  Units may be sold,  assigned,  transferred,  pledged,
attached or  otherwise  encumbered,  and no attempt to transfer the Darden Stock
Units, whether voluntary or involuntary, by operation of law or otherwise, shall
vest the transferee  with any interest or right in or with respect to the Darden
Stock Units.

     7. Conversion of Darden Stock Units;  Issuance of Common Stock; Election to
Receive Cash in Lieu of Common Stock.

     (a) No shares of Common  Stock  shall be issued to you prior to the date on
which the  applicable  Darden Stock Units vest in accordance  with the terms and
conditions of the attached Award  Certificate and this Award Agreement.  After a
Darden Stock Unit vests pursuant to Section 3, 4 or 5 hereof,  and provided that
you have not  elected to receive  cash  pursuant  to Section  7(b)  hereof,  the
Company shall promptly cause to be issued in your name one share of Common Stock
for each vested  Darden  Stock  Unit.  Subject to  deductions  of any amounts on
account of taxes or other  similar  payments  pursuant to Section 9 hereof,  the
Company  shall  promptly  cause  the  shares of Common  Stock  (less any  shares
withheld  to  satisfy  such  amounts)  to be  delivered,  either  by  book-entry
registration or in the form of a certificate or certificates, registered in your
name or in the names of your legal  representatives,  beneficiaries or heirs, as
the case may be. The Company  will not deliver  any  fractional  share of Common
Stock but will pay, in lieu  thereof,  the Fair Market Value of such  fractional
share of Common  Stock.  Any shares of Common Stock  delivered  pursuant to this
Award Agreement shall be newly issued shares.

     (b) In lieu of receiving  shares of Common  Stock  pursuant to Section 7(a)
hereof, you may elect to receive a cash payment in an amount equal to the Volume
Weighted  Average Price (as defined below) of one share of Common Stock for each
vested Darden Stock Unit.  In order to be  effective,  any such election must be
made in writing  delivered  to the  Company at the  address set forth in Section
10(g) hereof not later than 30 days prior to the vesting date of the  applicable
Darden Stock Units.  After a Darden Stock Unit vests pursuant to Section 3, 4 or
5 hereof  for  which  the  Company  has  received  a notice  complying  with the
preceding  sentence,  the Company  shall  promptly make a cash payment to you in
Canadian  Dollars in an amount equal to the Volume Weighted Average Price of one
share of Common  Stock for each  vested  Darden  Stock  Unit  multiplied  by the
exchange  rate  selected  by the  Company for the  conversion  of United  States
Dollars  into  Canadian  Dollars in effect on the vesting  date,  subject to the
deduction of any amounts on account of taxes or other similar payments  pursuant
to Section 9 hereof.  For  purposes of this Award  Agreement,  "Volume  Weighted
Average  Price"  shall mean the U.S.  dollar  amount  per share of Common  Stock
calculated as set forth below:

          (i) If the vesting date for the Darden Stock Unit is a Trading Day (as
     defined below),  the Volume  Weighted  Average Price shall be calculated by
     (A) adding the Daily Volume  Weighted  Average Price (as defined  below) of
     the Common Stock on the vesting

                                       3
<PAGE>

     date to the Daily Volume Weighted  Average Price of the Common Stock on the
     Trading Day  immediately  preceding  the vesting date and (B) dividing such
     sum by two.

          (ii) If the  vesting  date for the Darden  Stock Unit is not a Trading
     Day, the Volume  Weighted  Average  Price shall be calculated by (A) adding
     the Daily Volume Weighted  Average Price of the Common Stock on the Trading
     Day  immediately  preceding  the vesting date to the Daily Volume  Weighted
     Average Price of the Common Stock on the Trading Day immediately  following
     the vesting date and (B) dividing such sum by two.

          (iii) For purposes of this Award  Agreement,  "Daily  Volume  Weighted
     Average Price" shall mean, for any Trading Day, the U.S.  dollar amount per
     share of Common Stock  calculated  by (A) adding the U.S.  dollar amount of
     each trade (computed as the transaction price times the number of shares of
     Common Stock traded in that  transaction)  during the period  commencing at
     9:30 a.m. Eastern Time and ending at 4:00 p.m. Eastern Time on such Trading
     Day and (B) dividing such sum by the total number of shares of Common Stock
     traded during the period commencing at 9:30 a.m. Eastern Time and ending at
     4:00 p.m. Eastern Time on such Trading Day.

          (iv) For purposes of this Award Agreement,  "Trading Day" shall mean a
     day during which  trading in  securities  generally  occurs on the New York
     Stock  Exchange or, if the Common Stock is not listed on the New York Stock
     Exchange,  the  principal  other  market on which the Common  Stock is then
     traded.

     8. Adjustments.

     In the event that the Committee administering the Plan shall determine that
any  dividend  or other  distribution  (whether  in the form of cash,  shares of
Common Stock,  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 Common  Stock such that an  adjustment  of the Darden Stock Units is
determined by the Committee administering the Plan to be appropriate in order to
prevent dilution or enlargement of the benefits or potential  benefits  intended
to be made available  under the attached Award  Certificate  and this Agreement,
then the Committee  shall, in such manner as it may deem equitable,  in its sole
discretion,  adjust any or all of the  number and type of shares  subject to the
Darden Stock Units.

     9. Taxes.

     (a) You  acknowledge  that you will consult with your  personal tax advisor
regarding  the income tax  consequences  of the grant of the Darden Stock Units,
the vesting of the Darden Stock Units,  the receipt of shares of Common Stock or
cash upon the vesting of the Darden Stock Units and any other matters related to
this  Agreement.  In order to comply with all  applicable  federal,  provincial,
state, local or foreign income tax or other laws or regulations, the Company may
take such action as it deems appropriate to ensure that all applicable  federal,

                                       4
<PAGE>

provincial, state, local or foreign payroll, withholding, income or other taxes,
or  similar   amounts   (including   pension  plan  and   employment   insurance
contributions),  are collected from you or withheld from any amounts  (including
shares of Common  Stock) paid or delivered to you pursuant to this  Agreement or
otherwise.

     (b) In  accordance  with the  terms of the Plan,  and such  rules as may be
adopted by the Committee  administering  the Plan,  you may elect to satisfy any
applicable tax or other withholding  obligations arising from the vesting of the
Darden  Stock  Units and the  corresponding  receipt  of shares of Common  Stock
pursuant to Section 7(a) hereof by (i) delivering cash (including check,  draft,
money order or wire  transfer  made payable to the order of the  Company),  (ii)
having the Company withhold a portion of the shares of Common Stock otherwise to
be  delivered  having a Fair Market  Value (as defined in the Plan) equal to the
amount  of such  taxes  or  other  amounts  required  to be  withheld,  or (iii)
delivering  to the Company  shares of Common  Stock  having a Fair Market  Value
equal to the amount of such taxes or other amounts required to be withheld.  The
Company will not deliver any  fractional  share of Common Stock but will pay, in
lieu thereof,  the Fair Market Value of such  fractional  share of Common Stock.
Your election must be made on or before the date that the amount of tax or other
similar amount to be withheld is determined.

     (c) In  accordance  with the  terms of the Plan,  and such  rules as may be
adopted by the Committee  administering  the Plan,  the Company will satisfy any
applicable tax or other withholding  obligations arising from the vesting of the
Darden  Stock Units and the  corresponding  receipt of cash  pursuant to Section
7(b) hereof by withholding a portion of the cash otherwise to be delivered equal
to the amount of such taxes or other amounts required to be withheld.

     10. General Provisions.

     (a) Interpretations. This Agreement is subject in all respects to the terms
of the Plan.  A copy of the Plan is  available  upon your  request.  Terms  used
herein which are defined in the Plan shall have the respective meanings given to
such terms in the Plan,  unless otherwise  defined herein. In the event that any
provision of this  Agreement  is  inconsistent  with the terms of the Plan,  the
terms of the Plan shall govern. Any question of administration or interpretation
arising under this Agreement shall be determined by the Committee  administering
the Plan, and such determination shall be final, conclusive and binding upon all
parties in interest.

     (b) No Right to Employment.  Nothing in this Agreement or the Plan shall be
construed  as giving you the right to be  retained as an employee of the Company
or any Affiliate of the Company. In addition, the Company or an Affiliate of the
Company may at any time dismiss you from employment,  free from any liability or
any claim under this  Agreement,  unless  otherwise  expressly  provided in this
Agreement.

     (c)  Reservation  of Shares.  The  Company  shall at all times prior to the
vesting of the Darden  Stock  Units  reserve and keep  available  such number of
shares of Common Stock as will be sufficient to satisfy the requirements of this
Agreement.

                                       5
<PAGE>


     (d)  Securities  Matters.  The Company shall not be required to deliver any
shares of Common  Stock until the  requirements  of any federal,  provincial  or
state securities or other laws, rules or regulations (including the rules of any
securities  exchange) as may be determined  by the Company to be applicable  are
satisfied.

     (e) Headings.  Headings are given to the sections and  subsections  of this
Agreement 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 this Agreement or any provision hereof.

     (f) Governing  Law. The internal law, and not the law of conflicts,  of the
State of Florida will govern all questions concerning the validity, construction
and effect of this Agreement.

     (g) Notices.  You should send all written notices  regarding this Agreement
or the Plan to the Company at the following address:

                           Darden Restaurants, Inc.
                           Supervisor, Stock Compensation Plans
                           5900 Lake Ellenor Drive
                           Orlando, FL  32809

     (h) Award Certificate.  This Darden Stock Units Award Agreement is attached
to and made a part of an Award  Certificate  and  shall  have no force or effect
unless such Award  Certificate  is duly executed and delivered by the Company to
you.

                                 * * * * * * * *










                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>8
<FILENAME>exhibit99_062005.txt
<DESCRIPTION>EXHIBIT 99 - PRESS RELEASE
<TEXT>
                                                                      Exhibit 99
DARDEN RESTAURANTS
Red Lobster(R) Olive Garden(R) Bahama Breeze(R) Smokey Bones(R)
         www.darden.com
                                                             NEWS/INFORMATION
                                                             Corporate Relations
                                                             P.O. Box 593330
                                                             Orlando, FL  32859
                                     Contacts:
                                     (Analysts) Matthew Stroud (407) 245-6458
                                     (Media) Jim DeSimone      (407) 245-4567
FOR RELEASE
June 20, 2005
4:30 PM ET

                      DARDEN RESTAURANTS REPORTS ANNUAL AND
                  FOURTH QUARTER DILUTED NET EARNINGS PER SHARE


ORLANDO,  FL,  June 20 - Darden  Restaurants,  Inc.  (NYSE:DRI)  today  reported
diluted net  earnings  per share for the fiscal year and fiscal  fourth  quarter
ended May 29,  2005.  For the fiscal  year,  diluted net earnings per share were
$1.78, a 33% increase, on net earnings of $290.6 million. In the fourth quarter,
diluted net earnings per share were 52 cents, a 63% increase, on net earnings of
$84.0  million.  Excluding  last year's  fourth  quarter  asset  impairment  and
restructuring charges, diluted net earnings per share for the quarter and fiscal
year increased 16% and 21%, respectively, over the same periods last year.

Darden  Restaurants,  the world's largest casual dining  company,  reported that
full year sales  increased 5.5% to $5.3 billion.  In the fourth  quarter,  sales
increased 2.6% to $1.4 billion, driven primarily by strong sales at Olive Garden
and new restaurant  growth at Smokey Bones.  Excluding the additional  operating
week in the  fourth  quarter  of last  year,  annual  sales grew 7.4% and fourth
quarter sales grew 9.9% over the prior year.


"This  quarter's  strong  earnings growth was a great ending to a milestone year
for Darden  Restaurants," said Clarence Otis,  Darden's Chief Executive Officer.
"In 2005,  we completed  transitions  in a number of key  leadership  positions,
celebrated  our tenth  anniversary  as a publicly  traded  company and  achieved
record earnings.  Our long-term success and exceptional  results this year are a
testament to the power of combining a strong culture with competitively superior
people  and  strong  brand  management,  restaurant  operations  and  restaurant
support.  This winning  combination  helped us pioneer casual dining,  and we're
convinced it will help us pioneer the  industry's  next  frontier and become the
best company in casual dining, now and for generations."



                                     -MORE-
<PAGE>

                                       -2-

Highlights for the quarter and year ended May 29, 2005 include the following:

o    Net earnings for the fiscal year were $290.6 million,  or $1.78 per diluted
     share,  on sales of $5.3 billion (52 weeks).  Last year,  net earnings were
     $227.2 million, or $1.34 per diluted share, for the fiscal year.  Excluding
     last year's asset impairment and restructuring charges of $23.1 million net
     of income taxes, in the fourth  quarter,  net earnings were $250.2 million,
     or $1.47 per diluted share, on sales of $5.0 billion (53 weeks).

o    Net earnings for the fourth  quarter  were $84.0  million,  or 52 cents per
     diluted share, on sales of $1.4 billion (13 weeks). Last year, net earnings
     were $52.7 million,  or 32 cents per diluted share, for the fourth quarter,
     on sales of $1.4 billion (14 weeks).  Excluding  last year's fourth quarter
     asset impairment and  restructuring  charges of $23.1 million net of income
     taxes, net earnings were $75.7 million, or 45 cents per diluted share.

o    Olive  Garden's U.S.  same-restaurant  sales  increased  9.9% in the fourth
     quarter on a 13 weeks versus 13 weeks basis.  This is the 43rd  consecutive
     quarter  of   same-restaurant   sales  growth,   bringing   Olive  Garden's
     same-restaurant  sales  increase  for the fiscal year to 7.2% on a 52 weeks
     versus 52 weeks basis.

o    Red  Lobster's  U.S.  same-restaurant  sales  increased  3.4% in the fourth
     quarter on a 13 weeks  versus 13 weeks  basis.  This  brings Red  Lobster's
     same-restaurant  sales  growth  for the  fiscal  year to 0.9% on a 52 weeks
     versus 52 weeks basis.

o    Smokey Bones opened six  restaurants  during the fourth quarter and, with a
     total of 35 openings  during the fiscal year,  increased to 104 restaurants
     in operation.

o    Darden  purchased  4.5  million  shares of its  common  stock in the fourth
     quarter, bringing the total number of shares repurchased during the year to
     11.3 million.


Operating Highlights

OLIVE GARDEN'S fourth quarter sales of $626.9 million were 5.6% above prior year
(13 weeks versus 14 weeks), driven primarily by a same-restaurant sales increase
of 9.9% (on a 13  weeks  versus  13 weeks  basis)  and  revenue  from 20 net new
restaurants  opened during fiscal 2005.  Olive Garden had record total sales for
the fiscal year of $2.4 billion,  up 8.5% from last year, and its average annual
sales per restaurant were $4.4 million as  same-restaurant  sales increased 7.2%
for the fiscal year (on a 52 weeks versus 52 weeks basis). Excluding last year's
additional operating week, annual sales increased 10.6% and fourth quarter sales
rose 13.6%.  For the quarter,  the company's sales gains and lower  depreciation
expense and selling, general, and administrative expenses as a percent of sales,
more than offset  increased  food and beverage  costs,  restaurant  expenses and
restaurant  labor  expenses  as a percent of sales.  This  resulted  in a strong
increase  in  operating  profit for the  quarter  and the year along with record
annual operating profit and return on sales.

<PAGE>

                                     -MORE-
                                       -3-

RED LOBSTER'S  fourth quarter sales of $635.3 million were 2.7% below prior year
(13 weeks versus 14 weeks).  Same-restaurant  sales increased 3.4% in the fourth
quarter (on a 13 weeks versus 13 weeks basis). Red Lobster's total sales for the
fiscal year were $2.4 billion,  equal to last year, and its average annual sales
per restaurant were $3.6 million. Same-restaurant sales for the fiscal year were
up 0.9% (on a 52 weeks versus 52 weeks basis).  Excluding last year's additional
operating week,  annual sales grew 1.7% and fourth quarter sales increased 3.8%.
The impact of one less  operating  week than the prior  year,  as well as higher
restaurant  labor and  marketing  expenses  as a percent of sales,  were  mostly
offset by lower food and  beverage  costs,  restaurant  expenses and general and
administrative expenses as a percent of sales. The net result was slightly lower
operating  profit  compared  to the fourth  quarter of last year,  although  Red
Lobster  recorded a solid increase in operating profit for the fourth quarter on
a 13 weeks versus 13 weeks basis.

BAHAMA  BREEZE'S  total  sales were  $163.6  million in fiscal  2005 and average
annual sales per  restaurant  were $5.1 million.  Same-restaurant  sales for the
fiscal  year  were  down  1.6% (on a 52 weeks  versus  52 weeks  basis).  Bahama
Breeze's  operating profit was slightly positive this year and was significantly
favorable to last year.

SMOKEY  BONES  opened six  restaurants  during the  fourth  quarter  and had 104
restaurants  in operation  at the end of the fiscal  year.  Since the end of the
quarter,  one restaurant has closed and two have opened.  Total sales for Smokey
Bones were $269.3 million in fiscal 2005 and average annual sales per restaurant
were $3.1 million,  which  compares to average annual sales of $3.2 million last
year. Smokey Bones' same-restaurant sales for the fiscal year increased 1.1% (on
a 52  weeks  versus  52  weeks  basis).  The  company  plans  to  open  25 to 30
restaurants during fiscal 2006.

"Darden delivered outstanding operating performance this quarter and this fiscal
year," said Drew Madsen, President and Chief Operating Officer for Darden. "Once
again,  Olive  Garden led the way with  tremendous  sales and  operating  profit
growth  combined  with strong guest  satisfaction.  Red Lobster  made  excellent
progress,  achieving three consecutive quarters of same-restaurant  sales growth
and solid annual  operating  profit growth as well as record guest  satisfaction
scores.  Bahama  Breeze's  strengthening  business  model  led to a  substantial
improvement in financial  performance  this year as they reached  profitability.
While  Smokey  Bones  fell  short of our  profitability  target  for the  fourth
quarter, they enjoyed same-restaurant sales growth for the year and continued to
deliver  high  levels of guest  satisfaction  even as they  rapidly  grew  their
business."

Other Actions

Darden continued the buyback of its common stock,  purchasing 4.5 million shares
in the fourth quarter.  Since  commencing its purchase program in December 1995,
the Company has purchased a total of 120.6 million  shares under  authorizations
totaling 137.4 million shares.

The Company's Annual Meeting of Shareholders  will be held on September 21, 2005
at the Gaylord Palms Orlando Resort Hotel in Kissimmee,  FL. The record date for
shareholders entitled to vote at the Annual Meeting is July 25, 2005.

May 2005 U.S. Same-Restaurant Sales Results

Darden  reported U.S.  same-restaurant  sales for the four-week May fiscal month
ended May 29, 2005. This period is the last month of Darden's fiscal 2005 fourth
quarter.

<PAGE>

                                     -MORE-
                                       -4-

Same-restaurant  sales at Olive  Garden  were up 11% to 12% for  fiscal May on a
four weeks versus four weeks basis, which reflected a 2% to 3% increase in check
average and a 9% to 10% increase in guest counts. The check average increase was
a result of a 2%  increase  in  pricing  and a 0% to 1%  increase  from menu mix
changes.  Last  year,  same-restaurant  sales at Olive  Garden  were up 1% to 2%
during fiscal May.

Same-restaurant  sales at Red Lobster  were up 5% to 6% for fiscal May on a four
weeks  versus  four weeks  basis,  which  reflected a 1% to 2% increase in check
average and a 3% to 4% increase in guest counts.  The check average increase was
a result of a 1% to 2% increase in pricing and a 0% to 1% increase from menu mix
changes.  Last year,  same-restaurant  sales at Red  Lobster  were down 4% to 5%
during fiscal May.

Fiscal 2006 Outlook

Darden expects combined  same-restaurant  sales growth in fiscal 2006 of between
2% and 4% for Red Lobster and Olive Garden.  Darden also expects to open between
55 and 65 new restaurants in fiscal 2006.

"We are committed to keeping Red Lobster and Smokey Bones  confidently on a path
to capturing  their full  potential,  positioning  Bahama  Breeze for growth and
building on Olive Garden's strong  momentum,"  said Otis.  "With the investments
required,  solid  same-restaurant sales growth at all our brands, new restaurant
growth  somewhat  above our fiscal  2005  levels and  meaningful  year-over-year
earnings  improvement  at Smokey Bones at its greater  scale,  we anticipate low
double-digit diluted net earnings per share growth in fiscal 2006."

Darden Restaurants,  Inc.,  headquartered in Orlando, FL, owns and operates over
1,380 Red Lobster,  Olive  Garden,  Bahama  Breeze,  Smokey Bones and Seasons 52
restaurants with annual sales of $5.3 billion.

NON-GAAP REPORTING

In addition  to GAAP  reporting,  Darden has  reported  net  earnings as well as
diluted  net  earnings  per share on a non-GAAP  basis for the  fiscal  year and
fiscal fourth  quarter ended May 30, 2004.  This non-GAAP  earnings  information
excludes the fourth quarter asset impairment and restructuring  charges totaling
approximately  $23.1 million net of income taxes,  for the closure of six Bahama
Breeze  restaurants  and a write down of the value of four other  Bahama  Breeze
restaurants, one Olive Garden restaurant and one Red Lobster restaurant.  Darden
believes this non-GAAP earnings information provides meaningful insight into the
Company's  on-going  performance  and  has  therefore  chosen  to  provide  this
information  to  investors  for a more  consistent  basis of  comparison  and to
emphasize the results of on-going operations.  Darden also uses this information
internally  to evaluate and manage its  operations  and to  determine  incentive
compensation.  A  reconciliation  between  GAAP and  non-GAAP  net  earnings and
diluted net  earnings  per share for the fiscal year and fiscal  fourth  quarter
ended May 30, 2004 is included in the table below.


                                     -MORE-
                                       -5-
<TABLE>
<CAPTION>


                                                         14 weeks ended 5/30/2004            53 weeks ended 5/30/2004
                                                                       Diluted Net                        Diluted Net
(In thousands except per share data)                      Net           Earnings              Net           Earnings
                                                        Earnings        Per Share           Earnings       Per Share
<S>                                                   <C>               <C>               <C>             <C>

As reported                                             $52,681           $0.32             $227,173         $1.34
Asset impairment and restructuring charge, net
of income taxes                                          23,053            0.13               23,053          0.13
Adjusted                                                $75,734           $0.45             $250,226         $1.47
</TABLE>


Forward-looking  statements  in this news release are made under the Safe Harbor
provisions  of the Private  Securities  Litigation  Reform Act of 1995.  Certain
important   factors  could  cause  results  to  differ   materially  from  those
anticipated by the forward-looking statements,  including the impact of changing
economic or business conditions, the impact of competition,  the availability of
favorable  credit  and  trade  terms,  the  impact  of  changes  in the  cost or
availability of food and real estate, government regulation, construction costs,
weather  conditions  and other  factors  discussed  from time to time in reports
filed by the Company with the Securities and Exchange Commission.


                            DARDEN RESTAURANTS, INC.
                              NUMBER OF RESTAURANTS

        05/29/05                                                        05/30/04
        --------                                                        --------
             648               Red Lobster USA                              649
              31               Red Lobster Canada                            31
          ------               ------------------                        ------
             679               Total Red Lobster                            680

             557               Olive Garden USA                             537
               6               Olive Garden Canada                            6
          ------               -------------------                       ------
             563               Total Olive Garden                           543

              32               Bahama Breeze                                 32

             104               Smokey Bones                                  69

               3               Seasons 52                                     1
          ------                                                         ------

           1,381               Total Restaurants                          1,325




<PAGE>

                                     -MORE-
                                       -6-



                            DARDEN RESTAURANTS, INC.
                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (In thousands, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                              13 Weeks        14 Weeks           52 Weeks          53 Weeks
                                                               Ended            Ended              Ended             Ended

                                                             5/29/2005        5/30/2004          5/29/2005         5/30/2004
                                                             ---------        ---------          ---------         ---------
                                                                            (as restated)*                       (as restated)*
<S>                                                        <C>               <C>                 <C>              <C>

Sales                                                       $1,394,214        $1,359,171          $5,278,110        $5,003,355
Costs and expenses:
  Cost of sales:
     Food and beverage                                         421,389           411,418           1,593,709         1,526,875
     Restaurant labor                                          453,615           442,290           1,695,805         1,601,258
     Restaurant expenses                                       202,092           198,719             806,314           774,806
       Total cost of sales (1)                              $1,077,096        $1,052,427          $4,095,828        $3,902,939
  Selling, general and administrative                          128,123           128,641             497,478           472,109
  Depreciation and amortization                                 54,562            54,224             213,219           210,004
  Interest, net                                                 10,743            11,349              43,119            43,659
  Asset impairment and restructuring charges, net                2,051            37,823               4,549            41,868
       Total costs and expenses                             $1,272,575        $1,284,464          $4,854,193        $4,670,579
Earnings before income taxes                                   121,639            74,707             423,917           332,776
Income taxes                                                   (37,650)          (22,026)           (133,311)         (105,603)
Net earnings                                                $   83,989        $   52,681          $  290,606        $  227,173

Net earnings per share:
  Basic                                                     $     0.54        $     0.33          $     1.85        $     1.39
  Diluted                                                   $     0.52        $     0.32          $     1.78        $     1.34

Average number of common shares outstanding:
  Basic                                                        155,200           160,300             156,700           163,500
  Diluted                                                      162,000           166,900             163,400           169,700





(1) Excludes restaurant depreciation and
    amortization as follows:                                $   50,670        $   50,271          $  198,422        $  195,486

</TABLE>

* Amounts reflect the impact of the restatement of our financial statements, as
disclosed in our 10-K/A dated January 7, 2005.

<PAGE>

                                     -MORE-
                                       -7-

                            DARDEN RESTAURANTS, INC.
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)


                                                  5/29/2005           5/30/2004
ASSETS                                                            (as restated)*
Current assets:
 Cash and cash equivalents                      $    42,801        $    36,694
 Receivables                                         36,510             30,258
 Inventories                                        235,444            198,781
 Prepaid expenses and other current assets           28,927             25,316
 Deferred income taxes                               63,584             55,258
     Total current assets                       $   407,266        $   346,307
Land, buildings and equipment, net                2,351,454          2,250,616
Other assets                                        179,051            183,425
      Total assets                              $ 2,937,771        $ 2,780,348

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                               $   191,197        $  174,624
 Short-term debt                                         --             14,500
 Accrued payroll                                    114,602            103,327
 Accrued income taxes                                52,404             48,753
 Other accrued taxes                                 43,825             38,440
 Unearned revenues                                   88,472             75,513
 Current portion of long-term debt                  299,929                 --
 Other current liabilities                          254,178            228,324
     Total current liabilities                  $ 1,044,607        $   683,481
Long-term debt, less current portion                350,318            653,349
Deferred income taxes                               114,846            132,690
Deferred rent                                       130,872            122,879
Other liabilities                                    24,109             12,661
     Total liabilities                          $ 1,664,752        $ 1,605,060

Stockholders' equity:
 Common stock and surplus                       $ 1,703,336        $ 1,584,115
 Retained earnings                                1,405,754          1,127,653
 Treasury stock                                  (1,784,835)        (1,483,768)
 Accumulated other comprehensive income              (8,876)           (10,173)
 Unearned compensation                              (41,685)           (41,401)
 Officer notes receivable                              (675)            (1,138)
     Total stockholders' equity                 $ 1,273,019        $ 1,175,288
     Total liabilities and stockholders'
      equity                                    $ 2,937,771        $ 2,780,348

* Amounts reflect the impact of the restatement of our financial statements,  as
disclosed in our 10-K/A dated January 7, 2005.

<PAGE>

                                     -MORE-
                                       -8-


                            DARDEN RESTAURANTS, INC.

                   Fourth Quarter FY 2005 FINANCIAL HIGHLIGHTS
                      (In millions, except per share data)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                   13 Weeks          14 Weeks         52 Weeks        53 Weeks
                                                    Ended              Ended            Ended           Ended
                                                  5/29/2005          5/30/2004        5/29/2005       5/30/2004
                                                  ---------          ---------        ---------       ---------
                                                                   (as restated)*                   (as restated)*

<S>                                              <C>            <C>               <C>                <C>
Sales                                             $1,394.2       $  1,359.2        $ 5,278.1          $  5,003.4

Net Earnings                                      $ 84.0         $     52.7        $   290.6          $    227.2

Net Earnings per Share:
  Basic                                           $ 0.54         $     0.33        $    1.85          $     1.39
  Diluted                                         $ 0.52         $     0.32        $    1.78          $     1.34

Average Number of Common Shares Outstanding:
  Basic                                            155.2              160.3            156.7               163.5
  Diluted                                          162.0              166.9            163.4               169.7

</TABLE>

* Amounts reflect the impact of the restatement of our financial statements,  as
disclosed in our 10-K/A dated January 7, 2005.




                                      -END-





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