CONSULTING AND RETIREMENT AGREEMENT
Sara Lee Corporation (the "Company") and John H. Bryan ("Executive") enter into this Consulting and
Retirement Agreement (this "Agreement") on the 25th day of February, 2000 (the "Effective Date").
I N T R O D U C T I O N:
The Executive is the Chairman of the Board of Directors and Chief Executive Officer of the Company;
The Executive has advised the Company that he intends to step down as Chairman of the Board of Directors of
the Company on October 5, 2001, when he attains the age of sixty-five, and that he intends to retire as an
employee of the Company on December 31, 2001.
The Company desires to retain the Executive as a director and consultant following Executive's retirement.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the Executive and
the Company agree as follows:
1. RETIREMENT TRANSITION AND SUCCESSION PLANNING. Executive agrees to continue in his
current position as Chairman of the Board of Directors and Chief Executive Officer until June 30, 2000. Upon
the election of a successor Chief Executive Officer, effective July 1, 2000, the Executive will relinquish his duties
as Chief Executive Officer. From July 1, 2000 through October 5, 2001 (the date of Executive's 65th birthday),
Executive agrees to continue to serve, if re-elected, as Chairman of the Board of Directors of the Company,
provided he is then able to carry out the duties and responsibilities of Chairman. On October 5, 2001, Executive
intends to relinquish his duties as Chairman of the Board of Directors. Executive agrees to continue to serve as a
director of the Company after October 5, 2001, as provided in Section 2(a). From and after October 5, 2001,
Executive shall have the honorary title of Chairman Emeritus. Executive plans to retire as an employee of the
Company on December 31, 2001. For purposes of this Agreement, December 31, 2001 shall be the Executive's
Retirement Date. At his Retirement Date, Executive's employme