Supplemental Benefits Trust Agreement 2-9-87

EXHIBIT 10.13


GENERAL MILLS, INC.


SUPPLEMENTAL BENEFITS TRUST


TRUST AGREEMENT


This TRUST AGREEMENT, amended and restated as of September 26,
1988, is between General Mills, Inc. (the "Grantor") and


Norwest Bank Minnesota, N.A. (formerly known as Norwest Bank


Minneapolis, N.A.) (the "Trustee").


1. Purpose. The purpose of this trust (the "Trust"),


originally established on February 9, 1987, is to provide a


vehicle to (a) hold assets of the Grantor as a reserve for the


discharge of the Grantor's obligations to certain individuals


(the "Beneficiaries") entitled to receive benefits under the


Supplemental Savings Plan of General Mills, Inc., amended and


restated as of January 1, 1986, and any other plan of deferred


compensation that the Grantor so designates in writing to the


Trustee, including those plans designated in Exhibit A attached


hereto and made a part hereof (the "Plans"), and (b) invest,


reinvest, disburse and distribute those assets and the earnings


thereon as provided hereunder and in the Plans.


2. Trust Corpus. The Grantor hereby transfers to the


Trustee and the Trustee hereby accepts and agrees to hold, in


trust, the sum of Ten Dollars ($10.00) plus such cash and/or


property, if any, transferred to the Trustee by the Grantor or


on behalf of the Grantor pursuant to obligations incurred under


any or all of the Plans and the earnings thereon, and such cash


and/or property, together with the earnings thereon and


together with any other cash or property received by the


Trustee pursuant to Section 8(a) of this Trust Agreement, shall


constitute the trust estate and shall be held, managed and


distributed as hereinafter provided. The Grantor shall execute


any and all instruments necessary to vest the Trustee with full


title to the property hereby transferred.


3. Grantor Trust. The Trust is intended to be a trust of


which the Grantor is treated as the owner for federal income


tax purposes in accordance with the provisions of Sections 671


through 679 of the Internal Revenue Code of 1986, as amended


(the "Code"). If the Trustee, in its sole discretion, deems it


necessary or advisable for the Grantor and/or the Trustee to


undertake or refrain from undertaking any actions (including,


but not limited to, making or refraining from making any


elections or filings) in order to ensure that the Grantor is at


all times treated as the owner of the Trust for federal income


tax purposes, the Grantor and/or the Trustee will undertake or


refrain from undertaking (as the case may be) such actions.


The Grantor hereby irrevocably authorizes the Trustee to be its


attorney-in-fact for the purpose of performing any act which


the Trustee, in its sole discretion, deems necessary or


advisable in order to accomplish the purposes and the intent of


this Section 3. The Trustee shall be fully protected in acting


or refraining from acting in accordance with the provisions of


this Section 3.


4. Irrevocability of Trust. The Trust shall be irrevocable


and may not be altered or amended in any substantive respect,


or revoked or terminated by the Grantor in whole or in part,


without the express written consent of a majority of the


Beneficiaries of the Trust; provided, however, that the Trust


may be amended, as may be necessary either (i) to obtain a


favorable ruling from the Internal Revenue Service with respect


to the tax consequences of the establishment and settlement of


the Trust, or (ii) to make nonsubstantive changes, which have


no effect upon the amount of any Beneficiary's benefits, the


time of receipt of benefits, the identity of any recipient of


benefits, or the reversion of any assets to the Grantor prior


to the Trustee's satisfaction of all the Trustee's obligations


hereunder; provided, further, that in the event of a "Change of


Control" as defined in Section 12.4 of the Retirement Income


Plan of General Mills, Inc. (hereinafter referred to as a


"Change in Control"), the Trust may not be altered or amended


in any substantive respect, or revoked or terminated by the


Grantor's successor unless a majority of the Beneficiaries,


determined as of the day before such Change in Control, agree


in writing to such an alteration, amendment, revocation or


termination.


5. Investment of Trust Assets.


(a) Subject to the provisions of paragraph (b) below,


until the Trustee has distributed all of the assets of the


Trust in accordance with the terms hereof, the Trustee shall


invest and reinvest such assets (without regard to any state


law limiting the investment powers of fiduciaries) in such


securities and other property as the Trustee deems advisable,


considering the probable income (including capital appreciation


potential) from any such investment, the probable safety of the


assets of the Trust and, where appropriate, the rate of return


at which the assets would have been invested on behalf of each


Beneficiary under any applicable qualified defined contribution


plan maintained by the Grantor. Within the limitations of the


foregoing, the Trustee is specifically authorized to acquire,


for cash or on credit, every kind of property, real, personal


or mixed, and to make every kind of investment, specifically


including, but not limited to, corporate and governmental


obligations of every kind, preferred or common stocks,


securities of any regulated investment company or trust,


interests in common trust funds now or hereafter established by


a corporate trustee, and property in which the Trustee owns an


undivided interest in any other trust capacity. The Trustee is


expressly authorized and empowered to purchase such insurance


in its own name (and with itself as the beneficiary) as it


shall determine to be necessary or advisable to advance best


the purposes of the Trust and the interests of the


Beneficiaries.


(b) The Trustee shall invest and reinvest the assets of


the Trust in accordance with such investment objectives,


guidelines, restrictions or directions as the Grantor may


furnish to the Trustee at the time of the execution of the


Trust or at any later date; provided, however, that if there is


a Change in Control the Trust's investment objectives,


guidelines, restrictions or directions may not be changed by


the Grantor's successor unless a majority of the Beneficiaries,


determined as of the day before such Change in Control, agree,


in writing, to such a change.


6. Distribution of Trust Assets.


(a) Subject to the provisions of paragraph (b) below, at


such time as a Beneficiary is entitled to a payment under any


of the Plans, he shall be entitled to receive from the Trust


(i) an amount in cash equal to the amount to which he is


entitled under the Plan or Plans at such time, less (ii) any


payments previously made to him by the Grantor with respect to


such amount pursuant to the terms of the Plans. The


commencement of payments from the Trust shall be conditioned on


the Trustee's prior receipt of a written instrument from the


Beneficiary in a form satisfactory to the Trustee containing


representations as to (A) the amount to which the Beneficiary


is entitled under the Plans, (B) the fact that he has requested


the payment of such amount from the Grantor pursuant to the


terms of the Plans, (C) the amount, if any, he has received


from the Grantor under the Plans with respect to such amount,


and (D) the amount to be paid him by the Trust (i.e., the


difference between (A) and (C) above). All payments to a


Beneficiary from the Trust shall be made in accordance with the


provisions of the applicable Plan. The Trustee shall be fully


protected in making any payment in accordance with the


provisions of this paragraph.


(b) The Trustee shall make or commence payment to the


Beneficiary in accordance with his representations not later


than 30 business days after its receipt thereof; provided,


however, that before the Trustee makes or commences any such


payment and not later than 7 business days after its receipt of


the Beneficiary's representations, the Trustee shall request in


writing the Grantor's agreement that the Beneficiary's


representations are accurate with respect to the amount, fact,


and time of payment to him. The Trustee shall enclose with


such request a copy of the Beneficiary's representations and


written advice to the Grantor that it must respond to the


Trustee's request on or before the 20th business day (which


date shall be set forth in such written advice) after the


Beneficiary furnished such representations to the Trustee. If


the Grantor, in a writing delivered to the Trustee, agrees with


the Beneficiary's representations in all respects, or if the


Grantor does not respond to the Trustee's request by the 20th


day deadline, the Trustee shall make payment in accordance with


the Beneficiary's representations. If the Grantor advises the


Trustee in writing on or before the 20th day deadline that it


does not agree with any or all of the Beneficiary's


representations, the Trustee immediately shall take whatever


steps it in its sole discretion, deems appropriate, including,


but not limited to, a review of any notice furnished by the


Grantor pursuant to paragraph (e) hereof, to attempt to resolve


the difference(s) between the Grantor and the Beneficiary. If,


however, the Trustee is unable to resolve such difference(s) to


its satisfaction within 60 business days after its receipt of


the Beneficiary's representations, the Trustee shall make


payment at such time and in such form and manner as is allowed


under the Plans as of the date first stated above and as the


Trustee, in its sole discretion, selects. The Trustee shall be


fully protected in making or refraining from making any payment


in accordance with the provisions of this paragraph.


(c) Notwithstanding any other provision of the Trust


Agreement to the contrary, the Trustee shall make payments


hereunder before such payments are otherwise due if it


determines, based on a change in the tax or revenue laws of the


United States of America, a published ruling or similar


announcement issued by the Internal Revenue Service, a


regulation issued by the Secretary of the Treasury or his


delegate, or a decision by a court of competent jurisdiction


involving a Beneficiary, or a closing agreement made under Code


Section 7121 that is approved by the Internal Revenue Service


and involves a Beneficiary, that a Beneficiary has recognized


or will recognize income for federal income tax purposes with


respect to amounts that are or will be payable to him under the


Plans before they are paid to him.


(d) Unless (contemporaneously with his submission of the ...