SARA LEE CORPORATION
1999 NON-EMPLOYEE DIRECTOR STOCK PLAN
ARTICLE I - PURPOSE OF THE PLAN
The purpose of the Sara Lee Corporation 1999 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. Notwithstanding any provision of the Plan to the contrary,
amounts deferred under the Plan after December 31, 2004 (including Awards of Restricted Stock Units) are subject to the
provisions of Section 409A of the Internal Revenue Code (the “Code”) and at all times the Plan as applied to those amounts
shall be interpreted and administered so that it is consistent with such Code section.
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 time.
2.2 “Award” means an award granted to a Non-Employee Director under the Plan in the form of Restricted Stock Units or
2.3 “Board” means the Board of Directors of Sara Lee Corporation.
2.4 “Committee Retainer” means the annual retainer fee payable by the Corporation to a Non-Employee Director for
services as a member and/or as a chair of a Board committee, as such amounts may be changed from time to time. Fifty percent
(50%) of the Committee Retainer shall be payable in the form of cash (the “Committee Cash Retainer”) which is subject to the
election provided in Article IX and fifty percent (50%) of the Committee Retainer shall be payable as Committee RSUs as
provided in Section 8.1(c).
2.5 “Corporation” means Sara Lee Corporation.
2.6 “Deferral Account” means a bookkeeping account in the name of a Non-Employee Director who elects to defer,
pursuant to the Gr