SARA LEE CORPORATION SEVERANCE PLANS FOR CORPORATE OFFICERS

(a)

payments and benefits to be provided in the event of the involuntary termination of employment with the Corporation of an officer of the Corporation (excluding assistant secretaries, assistant treasurers and any other positions below the level of a Board of Directors-appointed Corporate Vice President) who was elected by the Board of Directors of the Corporation (“Officer” or “Terminated Officer”), as set forth in Article 2 below; and

(b)

payments and benefits to be provided in the event of the termination of employment with the Corporation of an Officer under certain circumstances following a change in control of the Corporation, as set forth in Article 3 below.

1.1

Definitions

(a)

“ Board ” means the Board of Directors of the Corporation.

(b)

“ Committee ” means the Compensation and Employee Benefits Committee of the Board, a subcommittee thereof, or such other committee as may be appointed by the Board.

(c)

“ Code ” means the United States Internal Revenue Code of 1986, as amended, and any successors thereto.

(d)

“ Corporation ” means Sara Lee Corporation and any successor thereto.

(e)

“ Effective Date ” of both the Involuntary Termination Plan and the Change in Control Plan as described herein means June 30, 2006.

1.2

Employment Status

1.3

Severability

1.4

Compliance with Section 409A

2.1

Introduction

2.2

Statement of General Purpose

2.3

Definitions

(a)

“ Base and Bonus Compensation ” means one-twelfth (1/12) of the sum of (i) the annual salary in effect for the Officer immediately prior to the Officer’s termination and (ii) 75% of the Officer’s target annual incentive as defined under the annual incentive plan of the Corporation (the “Annual Incentive Plan”) for the year in which the termination occurs.

(b)

“ Cause ” shall mean a determination by the Corporation that the Officer has willfully engaged in conduct materially injurious to the Corporation or has committed a crime involving dishonesty, moral turpitude or other disreputable behavior, including, but not limited to, a violation of the Corporation’s Global Business Standards.

(c)

“ Disability ” shall mean a determination by the Corporation under the Corporation’s disability plan that the Officer is disabled.

(d)

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended and any successors thereto.

(e)

“ Retirement ” shall mean a termination on or after the Officer’s normal retirement age (as defined in the applicable Retirement Plan) following which the Terminated Officer is eligible for retirement benefits under such Retirement Plan.

(f)

“ Retirement Plan ” means the Sara Lee Corporation Salaried Pension Plan or any other qualified retirement plan of the Corporation, other than a 401(k) plan.

(g)

“ Termination Date ” means the date of the Officer’s termination of employment with the Corporation and its Controlled Group Members by reason of resignation or discharge, which shall be interpreted consistent with the definition of “separation from service” in Code Section 409A(a)(2)(A)(i) and any IRS guidance issued thereunder. For purposes of this definition, “Controlled Group Member” means the Corporation and any affiliated or related corporation which is a member of a controlled group of corporations (within the meaning of Section 1563(a) of the Code) which includes the Corporation or any trade or business (whether or not incorporated), which is under common control with the Corporation (within the meaning of Section 414(c) of the Code).

2.4

Eligibility for Severance

(a)

Eligible Terminations . Subject to Section 2.4(b), an Officer may be eligible for severance payments and benefits pursuant to this Involuntary Termination Plan only if his or her employment with the Corporation terminates under one of the following circumstances:

(i)

the Officer’s employment is terminated involuntarily due to an organizational restructuring which results in the elimination of the Officer’s position or function; or

(ii)

the Officer terminates his or her employment at the direction of the Corporation.

(b)

Ineligible Terminations . Notwithstanding Section 2.4(a), an Officer shall not be eligible for any severance payments or benefits pursuant to this Involuntary Termination Plan if his or her employment with the Corporation terminates under any of the following circumstances:

(i)

a termination for Cause;

(ii)

a termination due to Disability;

(iii)

a termination due to death;

(iv)

a termination due to Retirement;

(v)

a voluntary termination of employment by the Officer other than at the direction of the Corporation;

(vi)

a termination of employment of the Officer following which, within a reasonable period of time, the Officer is offered and accepts new employment with the Corporation;

(vii)

the transfer of the Officer’s employment to a different division or operation of the Corporation with the consent of the Officer;

(viii)

the divestiture by the Corporation of the division or operation that employs the Officer and the continuance of employment by the new or acquiring entity on substantially the same financial terms and conditions as in effect immediately prior to such disposition or on such other terms and conditions as are agreed to by the Officer;

(ix)

a termination of employment of the Officer under circumstances which entitle the Officer to receive severance payments or benefits pursuant to the terms of the Change in Control Plan (Article 3 below) or another plan or agreement which is or has been established or entered into by the Corporation or assumed by the Corporation in an acquisition, merger or similar transaction (including without limitation a change-in-control plan or agreement with a company which is acquired by the Corporation); or

(x)

any other termination of employment under circumstances not described in Section 2.4(a).

(c)

Characterization of Termination . The characterization of an Officer’s termination under this Involuntary Termination Plan shall be made by the Corporation’s Executive Vice President-Human Resources, or such other person or committee designated by the Committee, which determination shall be final and binding (subject, however, to Section 2.10(c) below).

2.5

Severance Benefits Payable

(a)

Severance Pay . An Officer terminated under circumstances described in Section 2.4(a), and not described in Section 2.4(b), shall receive the following benefit (“Severance Pay”):

(i)

continued payment of the Officer’s Base and Bonus Compensation (the “Base and Bonus Portion of Severance”), over the number of months (the “Severance Period”) determined by multiplying:

(A)

the number of the Officer’s full years of employment with the Corporation (including periods of employment with a predecessor employer, the business of which was acquired by the Corporation), by

(B)

three months if the Officer is an Executive Vice President or an officer senior thereto; two months if the Officer is a Senior Vice President; or one month if the Officer is a Vice President;

(ii)

a pro-rata amount (from the first day of the current fiscal year of the Corporation to the Officer’s Termination Date) of:

(A)

the annual incentive, if any, payable under the Annual Incentive Plan in effect with respect to the fiscal year in which the Termination Date occurs, using actual results, financial or non-financial, if applicable (the “Annual Incentive Portion of Severance”); and

(B)

the long-term incentive award, if any, payable under any long-term incentive program of the Corporation in which the Terminated Officer was a participant immediately prior to such Officer’s Termination Date, if such long-term incentive award relates, in whole or in part, to the period prior to the Termination Date (the “Long-Term Incentive Portion of Severance”), with the pro-rata amount calculated pursuant to the terms and conditions approved by the Committee at the time the award was granted and applicable to such long-term incentive program or award.

(iii)

a lump sum cash amount equal to the Officer’s unpaid base salary and accrued and unused vacation through the Officer’s Termination Date.

(b)

Health Coverage . Beginning at the Termination Date, a Terminated Officer shall be eligible to elect COBRA continuation coverage under the group health plan (medical, dental and vision) available to similarly situated officers of the Corporation provided the Terminated Officer was enrolled in the group health insurance plan on the day prior to the Termination Date. If a Terminated Officer eligible for severance under Section 2.4(a) elects COBRA continuation coverage, the Corporation shall subsidize the premium charged during the Severance Period so that the amount of such premium payable by such Terminated Officer shall equal the amount payable by an active Officer of the Corporation for similar coverage. In the event the Severance Period exceeds the period during which the Terminated Officer is eligible for COBRA continuation coverage, the Corporation shall pay the subsidy during the COBRA period and then shall pay the remainder of the subsidy to the Terminated Officer in a lump sum payment in the nineteenth month following the Termination Date; provided, however, that if the COBRA period terminates prior to the end of eighteenth month following the Termination Date in accordance with the COBRA continuation of coverage provisions under the Corporation’s group health plan, then no such lump sum payment shall be made. The premium charged for COBRA continuation coverage after the end of the Severance Period shall be entirely at the Terminated Officer’s expense and may be different from the premium charged during the Severance Period. The Terminated Officer’s COBRA continuation coverage shall terminate in accordance with the COBRA continuation of coverage provisions under the Corporation’s group health plan. If the Terminated Officer is eligible for early retirement under the terms of a Retirement Plan (or would become eligible if the Severance Period is considered as employment), then in lieu of COBRA continuation coverage under the group medical plan, the Terminated Officer may elect to participate in the Sara Lee Corporation Retiree Medical Plan available to the Officers of the Corporation after the Termination Date in accordance with the terms and conditions of the plan in effect from time to time; provided, that such coverage shall not be available to the Terminated Officer unless he or she elects such coverage within thirty (30) days following the Termination Date. The premium charged the Terminated Officer for such retiree medical coverage may be different from the premium charged an active Officer of the Corporation for similar coverage.

(c)

Participation In Other Plans . Except as otherwise provided herein or in the applicable plan, participation in all other plans of the Corporation available to similarly situated Officers of the Corporation, including but not limited to, qualified pension plans, stock purchase plans, 401(k) plans and ESOPs, personal accident insurance, travel accident insurance, short and long term disability insurance and accidental death and dismemberment insurance, shall cease on the Officer’s Termination

Date. Any non-qualified 401(k), ESOP and pension benefits will be provided to a Terminated Officer eligible for severance through the Sara Lee Corporation Supplemental Executive Retirement Plan by treating the Severance Period as a period of employment with the Corporation. The Corporation shall continue to maintain during the Severance Period life insurance covering the Terminated Officer under the Executive Life Insurance Program, as such program is then in effect. If the Terminated Officer is eligible for early retirement or becomes eligible for early retirement during the Severance Period, then the Corporation will continue to pay the premiums (or prepay the entire premium) so that the retired Terminated Officer has a paid-up life insurance benefit equal to his or her annual salary on the Termination Date. Any long-term incentive awards such Terminated Officer received prior to the Termination Date shall continue to vest during the Severance Period pursuant to the terms of the long-term incentive grant agreements. Any stock option awards that vest prior to the end of the Severance Period must be exercised by the Terminated Officer within the applicable period specified in the stock option plan and stock option grant agreements. A Terminated Officer eligible for severance under this Involuntary Termination Plan shall be permitted to continue using the automobile provided to him or her by the Corporation in accordance with the terms of the Corporation’s Executive Car Program in effect at the Termination Date. A Terminated Officer shall not be eligible for reimbursement of club memberships and expenses incurred, or for participation in the Corporation’s Matching Grant Program, after the Termination Date. A Terminated Officer who was an Executive Vice President or a Senior Vice President shall be entitled to continued financial planning assistance provided by the Corporation through the Severance Period. Notwithstanding the foregoing, to the extent that any financial planning assistance or any other reimbursements are subject to Section 409A ( i.e. , because it is provided more than 2-  ¹ / 2 months after the end of the Corporation’s or the Terminated Officer’s taxable year containing the Termination Date and it exceeds the amount specified in Section 402(g) of the Code), then (i) such reimbursements shall be payable by the Corporation on or before the last day of the Terminated Officer’s taxable year following the taxable year in which the expense was incurred; (ii) the expenses paid by the Corporation during any taxable year of the Terminated Officer will not affect the expenses paid by the Corporation in another taxable year; and (iii) the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

(d)

Foreign Officers . If the Terminated Officer is domiciled outside of the United States on the Termination Date, at the discretion of the Committee, the Terminated Officer shall receive the severance benefits required to be paid pursuant to the laws of the country in which the Terminated Officer is domiciled on the Termination Date in lieu of the benefits under paragraphs (a) through (c) above.

2.6

Mode of Payment of Severance

(a)

For purposes of applying the exception to Section 409A for short-term deferrals, each installment shall be treated as a separate “payment” for purposes of Section 409A. Accordingly, any portion of the Severance Pay benefit paid (i) within 2-  ¹ / 2 months of the end of the Corporation’s taxable year containing the Termination Date, or (ii) within 2-  ¹ / 2 months of the Terminated Officer’s taxable year containing the Termination Date shall be exempt from Section 409A and shall be paid in accordance with the first paragraph of this Section 2.6.

(b)

To the extent benefits are not exempt from Section 409A under subparagraph (a) above, if the Terminated Officer’s Severance Pay benefit otherwise payable in the first six months following the Termination Date is equal to or less than the lesser of the amounts described in Treasury Regulation Section 1.409A-1(b)(9)(iii)(A)(1) and (2), such Severance Pay benefit shall be exempt from Section 409A and shall be paid in accordance with the first paragraph of this Section 2.6.

(c)

Only to the extent a portion of the Terminated Officer’s Severance Pay benefit is not exempt from Section 409A pursuant to subparagraphs (a) and (b) above, then, any such remaining Severance Pay benefit will not be paid to the Terminated Officer until the first payroll date of the seventh month following the Termination Date. Any deferred payments will be paid in a lump sum and shall be equal to the portion of the Severance Pay benefit that exceeds the Section 409A limit, adjusted for interest calculated at the then-prevailing prime commercial lending rate published by the Wall Street Journal. Thereafter, the remainder of a Terminated Officer’s Severance Pay benefit shall be payable in installments according to the Corporation’s Corporate Officer pay schedule.

2.7

Termination of Benefits

(a)

the date the Terminated Officer begins receiving benefits under a Retirement Plan;

(b)

the date the Terminated Officer breaches any of the covenants in the Separation Agreement and Release, as defined in Section 2.8, including without limitation any noncompetition, nonsolicitation, confidentiality or nondisparagement covenants contained therein; and

(c)

the date the Terminated Officer becomes reemployed by the Corporation.

2.8

Separation Agreement

2.9

Death of Terminated Officer

2.10

Administration of Plan

(a)

General . Except as specifically provided herein, the Involuntary Termination Plan shall be administered by the Committee. The Committee may delegate any administrative duties, including, without limitation, duties with respect to the processing, review, investigation, approval and payment of severance benefits, to designated individuals or committees. The Committee shall be the “administrator” and a “named fiduciary” under the Involuntary Termination Plan for purposes of ERISA.

(b)

Interpretations and Variations . The Committee shall have the duty and authority to interpret and construe, in its sole discretion, the terms of the Involuntary Termination Plan in regard to all questions of eligibility, the status and rights of

Officers, distributees and other persons under the Involuntary Termination Plan, and the manner, time and amount of any payment under the Involuntary Termination Plan. The Committee or its representative shall decide any issues arising under this Involuntary Termination Plan, and the decision of the Committee shall be binding and conclusive on the Terminated Officer and the Corporation. Any variations from the Involuntary Termination Plan may only be made by the Committee in its sole discretion.

(c)

Claims Procedure . Any Terminated Officer who believes that he or she is entitled to receive severance benefits under the Involuntary Termination Plan may file a claim in writing with the Corporation. No later than ninety (90) days after the receipt of the claim, the Corporation shall either allow or deny the claim in writing, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered as soon as possible, but not later than one hundred eighty (180) days after receipt of the claim. A denial of a claim, in whole or in part, shall be written in a manner calculated to be understood by the claimant and shall include:

(i)

the specific reason or reasons for the denial;

(ii)

specific reference to pertinent Involuntary Termination Plan provisions on which the denial is based;

(iii)

a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(iv)

an explanation of the claim review procedure.

(v)

request a review upon written application to the Sara Lee Corporation ERISA Appeal Committee (“ERISA Appeal Committee”);

(vi)

review pertinent documents; and

(vii)

submit issues and comments in writing.