SARA LEE CORPORATION
DEFERRED COMPENSATION PLAN
1. Purpose: The purpose of the Sara Lee Corporation 1994 Non-Qualified Deferred Compensation Plan (Base
Salary) ("Plan") is to permit a Participant, as defined in Section 2 below, to defer the payment of all or a portion
of calendar year 1994 base salary for one or more calendar years.
2. ELIGIBLE PARTICIPANT: An eligible participant shall mean "A" and "B" level Executives of Sara Lee
Corporation or any of its subsidiaries incorporated under the laws of any state in the United States (the
"Company") and any other Company employees deemed eligible by general management ("Participant").
3. ADMINISTRATION OF PLAN: The Plan shall be administered by the Compensation and Employee
Benefits Committee of the Board of Directors of the Company (the "Committee"). The Committee may delegate
certain administrative authority to employee(s) of the Company, but shall retain the responsibility for interpretation
and modification of the Plan.
4. DEFERRED COMPENSATION: Each Participant shall be permitted to defer an amount of calendar year
1994 base salary in accordance with the terms of Paragraphs 5a and 5b of the Plan. ("Deferred Compensation").
5a. ELECTION TO DEFER COMPENSATION: A Participant may elect to defer all or some portion of his/her
calendar year 1994 base salary provided the deferral amount equals or exceeds $500 per month. The deferral
shall be effected by executing a 1994 Base Salary Deferred Compensation Agreement ("Agreement") as set forth
in Exhibit A to this Plan, and filing the Agreement prior to December 31, 1993, with the Participant's payroll
department or any other department designated by the Company's management (except as provided for in
5b. AGREEMENTS FILED AFTER DECEMBER 31, 1993: A Participant may file an Agreement after
December 31, 1993 to defer calendar year 1994 base salary not yet earned provided the provisions in paragraph
5a (other than filing date) a