SARA LEE CORPORATION
1995 LONG-TERM INCENTIVE STOCK PLAN
ARTICLE I --- Purposes of the Plan
The purposes of the Sara Lee Corporation 1995 Long-Term Incentive Stock Plan are to promote the interests of
the Corporation and its stockholders by strengthening the Corporation's ability to attract and retain highly
competent officers and other key employees, and to provide a means to encourage stock ownership and
proprietary interest in the Corporation. The 1995 Long-Term Incentive Stock Plan is intended to provide plan
participants with stock-based incentive compensation which is not subject to the deduction limitation rules
prescribed under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and should
be construed to the extent possible as providing for remuneration which is "performance-based compensation"
within the meaning of
Section 162(m) of the Code and the regulations promulgated thereunder.
ARTICLE II --- DEFINITIONS
Unless the context clearly indicates otherwise, the following terms shall have the following meanings:
a. "AWARD" means, individually or in the aggregate, an award granted to a Participant under the Plan in the form
of an Option, a Stock Award, or an SAR, or any combination of the foregoing.
b. "BOARD" means the Board of Directors of Sara Lee Corporation.
c. "COMMITTEE" means the Compensation and Employee Benefits Committee of the Board of Directors, a
subcommittee thereof, or such other committee as may be appointed by the Board of Directors. The Committee
shall be comprised of three or more non-employee members of the Board of Directors who shall qualify to
administer the Plan as "Non-Employee Directors" under Rule 16b-3 of the Exchange Act and as "outside
directors" under Section 162(m) of the Code.
d. "CORPORATION" means Sara Lee Corporation, or any entity that is directly or indirectly controlled by Sara
e. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
f. "FAIR MARKET VALUE" means the aver