0000950131-02-003636 Sample Contracts

AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Rights Agreement • September 25th, 2002 • Lee Sara Corp • Food and kindred products • Maryland

This AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT (this “Amendment”), dated as of June 1, 2002, by and among Sara Lee Corporation, a Maryland corporation (the “Corporation”), First Chicago Trust Company of New York, a New York corporation (“First Chicago”), and EquiServe Trust Company, N.A., a national association (“EquiServe”), amends the Rights Agreement dated as of March 26, 1998 (the “Rights Agreement”) between the Corporation and First Chicago.

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Letterhead of Sara Lee Corporation]
Lee Sara Corp • September 25th, 2002 • Food and kindred products

In recognition of your agreement to delay your planned retirement, Sara Lee is pleased to provide you with the special retirement arrangement described below. The terms of this agreement were approved by the Compensation and Employee Benefits Committee of the Sara Lee Corporation Board of Directors at its January 30, 2002 meeting.

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