[Letterhead of Sara Lee Corporation]

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It is understood that you will continue your full-time, active employment status until December 31, 2002. Beginning on January 1, 2003 and ending on June 28, 2003, you will be available to Sara Lee, on a reasonable-time basis, in a consultative capacity to assist in various trade relations matters, including attendance at the following:

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GMA Industry Affairs Meeting

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Sara Lee Foods Retail Council Meeting

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AMI Board of Directors Meeting and one Executive Committee Meeting

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You will be entitled to a full fiscal year 2003 bonus, as if you had been actively employed and had continued to receive your salary through June 28, 2003. Your fiscal year 2003 bonus will be based upon the actual performance results of the Sara Lee Foods group. Your Individual Standards of Performance for that year, if any, will be mutually agreed upon by you and Steve McMillan at the beginning of fiscal year 2003.

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You will receive pension credit under the Sara Lee Corporation Supplemental Pension Plan as if you had been actively employed and received your salary through June 28, 2003.

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Any payout you are entitled to receive under the Sara Lee Corporation Fiscal Years 2001-2003 Long-Term Performance Incentive Plan will, for purposes of computing service under the Plan, assume that you were actively employed through June 28, 2003.