SARA LEE CORPORATION
1995 NON-EMPLOYEE DIRECTOR STOCK PLAN
ARTICLE I -- PURPOSE OF THE PLAN
The purpose of the Sara Lee Corporation 1995 Non-Employee Director Stock Plan is to promote the long-term
growth of Sara Lee Corporation by increasing the proprietary interest of Non-Employee Directors in Sara Lee
Corporation and to attract and retain highly qualified and capable Non-Employee Directors.
ARTICLE II -- DEFINITIONS
Unless the context clearly indicates otherwise, the following terms shall have the following meanings:
2.1 "ANNUAL RETAINER" means the annual cash retainer fee payable by the Corporation to a Non-
Employee Director for services as a director of the Corporation, as such amount may be changed from time to
2.2 "AWARD" means an award granted to a Non-Employee Director under the Plan in the form of Options or
Shares, or any combination thereof.
2.3 "BOARD" means the Board of Directors of Sara Lee Corporation.
2.4 "CORPORATION" means Sara Lee Corporation.
2.5 "FAIR MARKET VALUE" means, with respect to any date, the average between the highest and lowest
sale prices per Share on the New York Stock Exchange Composite Transactions Tape on such date, provided
that if there shall be no sales of Shares reported on such date, the Fair Market Value of a Share on such date
shall be deemed to be equal to the average between the highest and lowest sale prices per Share on such
Composite Tape for the last preceding date on which sales of Shares were reported.
2.6 "Option" means an option to purchase Shares awarded under Article VIII or IX which does not meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended, or any successor law.
2.7 "OPTION GRANT DATE" means the date upon which an Option is granted to a Non-Employee Director.
2.8 "OPTIONEE" means a Non-Employee Director of the Corporation to whom an Option has been granted or,
in the event of such Non-Employee Director's death prior to the expiration of an Option, such Non-