0001193125-05-099076 Sample Contracts

AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • May 6th, 2005 • Lee Sara Corp • Food and kindred products • Maryland

THIS AMENDMENT NO. 2 TO THE RIGHTS AGREEMENT (this “Amendment”), dated as of March 31, 2005 by and among Sara Lee Corporation, a Maryland corporation (the “Corporation”), and EquiServe Trust Company, N.A., a national association and successor in interest to First Chicago Trust Company of New York (“EquiServe”), amends the Rights Agreement dated as of March 26, 1998, as amended on June 1, 2002 (as amended, the “Rights Agreement”).

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RETIREMENT AGREEMENT
Retirement Agreement • May 6th, 2005 • Lee Sara Corp • Food and kindred products

Sara Lee Corporation (the “Employer”) and C. Steven McMillan (“Executive”) enter into this Retirement Agreement (this “Agreement”), which was received by Executive on the 27th day of April, 2005, signed by Executive on the 4th day of May, 2005, and is effective on the 11th day of May, 2005 (the “Effective Date”). The Effective Date shall be no less than 7 days after the date signed by Executive.

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