General Mills (GIS)

Approval of 2007 Stock Compensation Plan

In June 2007, the Board of Directors approved the 2007 Stock Compensation Plan (the “2007 Plan”) and recommended that stockholders approve the 2007 Plan at the Annual Meeting. The 2007 Plan is essential for the Company to continue granting long-term compensation that will attract and retain management talent capable of consistently delivering superior financial performance. The stock options, performance restricted

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stock units and stock appreciation rights granted under the 2007 Plan will also be important to tying a significant amount of management’s compensation opportunity directly to increases in stockholder value. We believe that the superior results which the Company has achieved through the years have been motivated by the broad and deep employee stock ownership that has been encouraged by the Board of Directors and Company management. We are implementing changes to our long-term incentive programs concurrently with the adoption of the 2007 Plan which will further moderate our annual share usage and overall stock overhang over the two-year term of the 2007 Plan. For more detail on the 2007 Plan, see Proposal Number Three, Adoption of the 2007 Stock Compensation Plan.

Stock Ownership Objectives

Since 1991 the Company has established stock ownership guidelines for senior executives. Currently these targets are ten times salary for the Chief Executive Officer, five times salary for senior executives, including the named executive officers other than the Chief Executive Officer, and three times salary for all other corporate officers. Newly-hired or promoted executives are given five years to attain the ownership target.

As set forth in the table below, all the named executive officers have exceeded these stock ownership objectives. This occurs as a result of the strong retention of executive talent (unwanted turnover of the top 500 managers is typically less than 1% annually) and the terms of the General Mills’ stock compensation program, which has longer vesting requirements than any company in our compensation peer group (four-year cliff vesting vs. an average of three-year ratable vesting). In addition, most executives at General Mills hold their stock options for eight years or longer.

Stock Ownership for Named Executive Officers

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Other Compensation Policies