SARA LEE CORPORATION 1989 INCENTIVE STOCK PLAN
ARTICLE I - PURPOSE OF THE PLAN
The purpose of the Sara Lee Corporation 1989 Incentive Stock Plan is to promote the long-term growth of Sara
Lee Corporation by rewarding key management employees with a proprietary interest in Sara Lee Corporation
for outstanding long-term performance and to attract, motivate and retain highly qualified and capable
ARTICLE II - DEFINITIONS
Unless the context clearly indicates otherwise, the following terms shall have the following meanings:
2.1 "AWARD" means an award granted to a Participant under the Plan in the form of an Option or Restricted
Stock, or any combination of the foregoing.
2.2 "BOARD" means the Board of Directors of Sara Lee Corporation.
2.3 "CORPORATION" means Sara Lee Corporation.
2.4 "DISABILITY" means total disability as defined from time to time under the Sara Lee Corporation Long-
Term Disability Plan.
2.5 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
2.6 "FAIR MARKET VALUE" means the average between the highest and lowest quoted selling price per
Share on the New York Stock Exchange Composite Transactions Tape on the Option Grant Date, provided that
if there should be no sale of Shares reported on such date, the Fair Market Value of a Share on such date shall
be deemed equal to the average between the highest and lowest sales prices of a Share on such Composite Tape
for the last preceding date on which sales of Shares were reported.
2.7 "INCENTIVE STOCK OPTION" means an Option which meets the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended, or any successor law.
2.8 "OPTION" means an option awarded under Article VIII to purchase Shares. An Option may be either an
Incentive Stock Option or a Non-Qualified Stock Option.
2.9 "OPTION EXERCISE PERIOD" means the period from the Option Grant Date to the date on which an
2.10 "OPTION GRANT DATE" means the date upon which the Committee grants a