0001193125-06-151991 Sample Contracts

FORM OF MASTER TRANSITION SERVICES AGREEMENT between SARA LEE CORPORATION and HANESBRANDS INC.
Master Transition Services Agreement • July 25th, 2006 • Hanesbrands Inc. • Retail-apparel & accessory stores • Illinois

This Master Transition Services Agreement (this “Agreement”), dated as of [ ], 2006, is by and between Sara Lee Corporation, a Maryland corporation (“Sara Lee”), and Hanesbrands Inc., a Maryland corporation (“HBI”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to such terms in Article X below.

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FORM OF SEVERANCE AGREEMENT
Severance Agreement • July 25th, 2006 • Hanesbrands Inc. • Retail-apparel & accessory stores • North Carolina

THIS SEVERANCE AGREEMENT (the “Agreement”), is made and entered into this day of 2006, by and between Hanesbrands Inc., a Maryland corporation (the “Company “) and (“Executive”).

FORM OF INTELLECTUAL PROPERTY MATTERS AGREEMENT between SARA LEE CORPORATION and HANESBRANDS INC.
Intellectual Property Matters Agreement • July 25th, 2006 • Hanesbrands Inc. • Retail-apparel & accessory stores • Illinois

This Intellectual Property Matters Agreement (this “Agreement”), dated as of [ ], 2006, is by and between Sara Lee Corporation, a Maryland corporation (“Sara Lee”), and Hanesbrands Inc., a Maryland corporation (“HBI”).

FORM OF REAL ESTATE MATTERS AGREEMENT between SARA LEE CORPORATION and HANESBRANDS INC.
Real Estate Matters Agreement • July 25th, 2006 • Hanesbrands Inc. • Retail-apparel & accessory stores • Illinois

This Real Estate Matters Agreement (this “Agreement”) is dated as of , 2006 between Sara Lee Corporation, a Maryland corporation (“Sara Lee”), and Hanesbrands Inc., a Maryland corporation (“HBI”).

Hanesbrands Inc. and Rights Agent Rights Agreement Dated as of , 2006
Rights Agreement • July 25th, 2006 • Hanesbrands Inc. • Retail-apparel & accessory stores • Maryland

THIS RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2006, is made between Hanesbrands Inc., a Maryland corporation (the “Company”), and [ ], a [ ] corporation (the “Rights Agent”).

FORM OF TAX SHARING AGREEMENT by and among SARA LEE CORPORATION AND ITS AFFILIATES and HANESBRANDS INC. AND ITS AFFILIATES
Tax Sharing Agreement • July 25th, 2006 • Hanesbrands Inc. • Retail-apparel & accessory stores • Illinois

THIS TAX SHARING AGREEMENT, dated as of this [__]th day of [ ], 2006, by and among Sara Lee Corporation (“Sara Lee”), a Maryland corporation; each Affiliate of Sara Lee; Hanesbrands Inc. (“HBI”), a Maryland corporation and currently a direct, wholly owned subsidiary of Sara Lee; and each Affiliate of HBI. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.

FORM OF INDEMNIFICATION AND INSURANCE MATTERS AGREEMENT between SARA LEE CORPORATION and HANESBRANDS INC.
Indemnification and Insurance Matters Agreement • July 25th, 2006 • Hanesbrands Inc. • Retail-apparel & accessory stores • Illinois

This Indemnification and Insurance Matters Agreement (this “Agreement”) is dated as of [ ], 2006 between Sara Lee Corporation, a Maryland corporation (“Sara Lee”), and Hanesbrands Inc., a Maryland corporation (“HBI”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in Article IV below.

FORM OF MASTER SEPARATION AGREEMENT between SARA LEE CORPORATION and HANESBRANDS INC.
Master Separation Agreement • July 25th, 2006 • Hanesbrands Inc. • Retail-apparel & accessory stores • Illinois

This Master Separation Agreement (this “Agreement”) is dated as of , 2006, between Sara Lee Corporation, a Maryland corporation (“Sara Lee”), and Hanesbrands Inc., a Maryland corporation (“HBI”).

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