Exhibit 10(k)

                            Darden Restaurants, Inc.

                            Performance Criteria for
                           Annual Cash Bonus Under the
           Management and Professional Incentive Plan for Fiscal 2007


     Darden Restaurants, Inc. ("we," "us", "our" or the "Company") uses cash and
stock-based compensation for three purposes:

         o To align executives' interests with those of shareholders;
         o To focus executives on short- and long-term business strategies; and
         o To reward individual, business unit and corporate performance.

Ultimately,  the  objective  of our  compensation  program  is to  maximize  our
success,  and a  significant  portion of our pay for  executives is variable and
linked to performance.

     Annual incentive  awards are granted by the  Compensation  Committee of our
Board of Directors  ("Committee") to executive officers under our Management and
Professional Incentive Plan ("MIP"), and are paid in cash. A copy of the MIP was
filed as Exhibit  10(h) to our Annual Report on Form 10-K for the year ended May
25, 2003.

     Pursuant to the MIP,  performance goals and maximum payouts are established
annually at the beginning of each fiscal year. The Committee meets, typically in
June, to evaluate the  performance of the Company and each business unit for the
fiscal  year just  ended,  and to  determine  ratings  based on  actual  results
compared to the goals  approved by the  Committee at the inception of the fiscal
year.

     The bonus  paid to each  executive  officer  under the MIP is based on four
factors:  (i) earned salary,  (ii) the normal  incentive  percentage,  (iii) the
individual  rating,  and (iv) the  company  rating.  The  earned  salary is each
executive officer's actual base salary earned for the portion of the fiscal year
during which they were a participant in the MIP. The normal incentive percentage
for executive officers ranges from 35% to 70%. The individual rating ranges from
0  to  1.5,  and  is  determined  by  actual   individual   performance   versus
pre-determined  individual performance goals established at the beginning of the
fiscal year. An additional 0.2 multiplier may be added to the individual  rating
as  a  strategic  imperative  award  that  is  available  to  all  participating
employees,  including  executive  officers,  for extraordinary  contributions in
areas of strategic focus.

     The company rating ranges from 0 to 2.0. For executive  officers other than
business unit presidents, the company rating is determined by actual performance
versus  pre-determined  performance  goals of: (i) earnings per share  (weighted
70%) and (ii) sales (30%). This company rating for executive officers other than
business  unit  presidents is referred to as the "DRI Rating."



For  business  unit  presidents,  the  company  rating is  determined  by actual
performance  versus  pre-determined  performance goals of: (i) the business unit
rating (80%);  and (ii) the DRI Rating  (20%).  The business unit rating for the
presidents of Red Lobster and Olive Garden is based on the  following  financial
measures for the business unit: (i) operating profit (70%) and (ii) sales (30%).
The  business  unit  rating for the  president  of Smokey  Bones is based on the
following measures for the business unit: (i) operating profit (40%); (ii) sales
(30%); and (iii) quantitative  measures of the quality of operations,  including
transformation  of the concept to better  position it for future  success (30%).
The  business  unit rating for the  president  of Bahama  Breeze is based on the
following measures for the business unit: (i) operating profit (40%); (ii) sales
(30%); and (iii) quantitative measures of the quality of operations (30%).

     The maximum bonus payable under the MIP pursuant to the  performance  goals
described  above is 3.4 times the  normal  incentive  percentage.  For the Chief
Executive Officer with a normal incentive percentage of 70%, the bonus may range
from 0 to  238%  of base  salary,  depending  on the  achievement  of the  above
performance goals.













                                       2