Annual Incentive Plan – Sara Lee Corp.

a)

Rewarding financial performance of SLE 2.0 that contributes to increased
shareholder value;

b)

Measuring the effectiveness of SLE 2.0 operating performance, sales and
capital management;

c)

Continuing to provide significant rewards for exceptional performance.

Performance measures are approved by the Committee at the beginning of each
year (“Performance Measures”).

Specific financial performance goals within the selected Performance Measures
are established at the beginning of the Incentive Plan Year. The financial
performance goals related to the Incentive Plan Year are contained in the table
below (“Performance Goals”). The Performance Goals have been approved by the
Committee.

The FY12 Performance Measures are:

Operating Income of SLE 2.0 : 40% of target bonus opportunity

Net Sales of SLE 2.0 : 40% of target bonus opportunity

Average Working Capital of SLE 2.0 : 20% of target bonus opportunity

When expressed as a percentage of target bonus opportunity, the weighting of
each Performance Measure is the same for each salary grade and/or salary band,
as may be applicable during FY12. A summary of FY12 Performance Measures and the
corresponding incentive opportunities for Participants are shown in Attachment 3
[attached to each individual business segment Plan description], which incentive
opportunities are subject to adjustment during FY12 as described above under
this section, “Incentive Opportunity & Performance Objectives.”

Maximum payout opportunity is 150% of target bonus opportunity, and threshold
payout opportunity is 25% of target bonus opportunity.

Performance Level

Performance
Goal
(Operating
Income)

Performance
Goal
(Net Sales)

Performance
Goal
(Average
Working Capital)

Payout Level as
a % of Target
Bonus
Opportunity

Maximum

(1)

(1)

(1)

(1)

Above Target

(1)

(1)

(1)

(1)

Target

(1)

(1)

(1)

(1)

Below Target

(1)

(1)

(1)

(1)

Threshold

(1)

(1)

(1)

(1)

*

Each Performance Goal represents, and will be computed based solely upon, the
businesses that will comprise the SLE 2.0 business at the time the Anticipated
CoffeeCo Spin-Off is completed.

(1)

The specific performance goals for fiscal year 2012 were approved by the
Compensation and Employee Benefits Committee of the Company153s Board of Directors
and are contained in the minutes of the meeting at which the Program was
approved.

a)

The Committee will approve individual incentive awards for all corporate
officers, those executives in salary grade 38 and above and individuals in
salary band Senior Vice President : I and above. For individuals who participate
in the Sara Lee Performance-Based Incentive Plan (the “PBIP”), individual
incentive awards are coordinated with and subject to the terms, conditions,
maximums and limitations of the PBIP (which, for those individuals, is
incorporated into this FY12 AIP by reference), with the AIP incentive award
being one factor to be considered by the Committee in exercising its negative
discretion to reduce the maximum award under the PBIP. The CEO and his or her
direct reports may approve all other incentive awards.

b)

Any awards earned under this FY12 AIP will be paid in cash. Participants paid
in the U.S. and subject to taxation in the U.S. may elect to defer part or all
of their incentive awards pursuant to the terms and conditions of the Sara Lee
Executive Deferred Compensation Plan.

c)

In the Committee153s sole discretion, a new Participant who begins
participation during the Incentive Plan Year may be eligible for a pro-rata
incentive award from the date of entry into this FY12 AIP. A new Participant
should have been actively employed in a bonus-eligible role for at least one
calendar quarter of the Incentive Plan Year in order to receive consideration
for a pro-rata incentive award.

d)

In the case of death, Disability, Total Disability, or retirement under a
Sara Lee or SLE 2.0 retirement plan during the Incentive Plan Year, a
Participant or the Participant153s estate is eligible for a pro-rata incentive
award based upon the Participant153s period of active service (i.e., coded as
active on the payroll system) during the Incentive Plan Year and
an assessment of actual achievement of the Performance Goals. Any such pro-rata
award will be distributed at the same time as awards are distributed to active
Participants.

e)

A Participant who is involuntarily terminated and who subsequently receives
severance pay under a Sara Lee or SLE 2.0 severance plan may be eligible for a
pro-rata incentive award based on active service through the date of the
Participant153s termination of employment. The amount of any pro-rata incentive
award will be determined based on the amount of time the Participant was
actively employed during the Incentive Plan Year and an
assessment of actual achievement of the Performance Goals. Any such pro-rata
award will be distributed at the same time as awards are distributed to active
Participants.

f)

Unless otherwise approved by the Committee or the Chief Executive Officer of
Sara Lee or SLE 2.0, as applicable, and subject in any case to subparagraph (g),
any Participant who voluntarily terminates, or who is involuntarily terminated
and does not receive severance pay, regardless of the Participant153s eligibility
for retirement status, during the Incentive Plan Year will not be entitled to
any incentive award attributable to the Incentive Plan Year.

g)

In the event that the division, business unit or business segment of Sara Lee
or SLE 2.0 to which at least 80% of a Participant153s time is dedicated or from
which the Participant is on leave of absence is sold, closed, spun off or
otherwise divested and, as a result of such transaction, the Participant153s
employment with Sara Lee or SLE 2.0 or any of their respective subsidiaries is
terminated, as of the closing date of such transaction the Participant will be
entitled to a pro-rata incentive award based on the Participant153s active service
through the date of Participant153s termination of employment. The amount of any
pro-rata incentive award will be determined based upon the amount of time the
Participant was actively employed during the Incentive Plan Year
and an assessment of actual achievement of the Performance
Goals. Any such pro-rata award will be distributed no later than the date the
incentive award is distributed to active Participants.

h)

Notwithstanding anything contained in this document to the contrary, a
Participant may be entitled to receive either an increased or reduced incentive
award payment, or no incentive award payment whatsoever, attributable to the
Incentive Plan Year upon the occurrence of any of the following events:

1)

If any Participant engages in any activity contrary or harmful to the
interests of the Company (or, in each case, SLE 2.0), including but not limited
to: (1) competing, directly or indirectly (either as owner, employee or agent),
with any of the businesses of the Company, (2) violating any Company policies,
(3) soliciting any present or future employees or customers of the Company to
terminate such employment or business relationships(s) with the Company, (4)
disclosing or misusing any confidential information regarding the Company, or
(5) participating in any activity not approved by the Board which could
reasonably be foreseen as contributing to or resulting in a Change of Control of
the Company (as defined in the Sara Lee 1998 and 2002 Long-Term Incentive Stock
Plans), then the Participant will not be entitled to any incentive award
attributable to the Incentive Plan Year.

2)

This paragraph (h)(2) applies only to those Participants who are “officers”
of the Company, as defined in Rule 16a-1(f) under the Securities Exchange Act of
1934 during the Incentive Plan Year and who participate in any Sara Lee
Executive Management Long-Term Incentive Program (each such Participant, an
“Officer Participant”). If an Officer Participant receives an incentive award
payment that was predicated upon the Company achieving certain Performance
Measures (the “Original Payout”) and, within two years after the date of such
Original Payout, the Company restates its financial statements due to material
noncompliance with the financial reporting requirements under the securities
laws (such restated financial statements, the “Restated Financials”), then the
amount of the incentive award payment for such Officer Participant shall be
recalculated based on the Restated Financials (such recalculated amount, the
“Restated Amount”). If the Original Payout is greater than the Restated Amount,
then the Company shall be entitled to recoup from such Officer Participant, and
such Officer Participant shall pay to the Company, in cash, an amount equal to
(1) the Original Payout, less (2) the Restated Amount. If the Restated Amount is
greater than the Original Payout, then the Company shall pay to the Officer
Participant

an amount equal to (i) the Restated Amount, less (ii) the Original Payout.
Any such payment or recoupment shall be due and payable within 90 days after the
date on which the Company files the Restated Financials with the Securities and
Exchange Commission. If an Officer Participant elected to defer part or all of
their Original Payout pursuant to the Sara Lee Executive Deferred Compensation
Plan, then the Officer Participant153s account under such Deferred Compensation
Plan automatically shall be credited or charged so that the amount deferred in
connection with such incentive award payment equals the Restated Amount. No
interest will be due to or paid by the Company or the Officer Participant to the
other with respect to any true up payment. Notwithstanding the foregoing, the
Committee may determine, in its discretion and based on the circumstances
leading to the filing of the Restated Financials, that recoupment or payment
under this paragraph (h)(2) of the Restated Amount is not practical and may
elect to forego the application of this paragraph (h)(2).

i)

Performance results under this FY12 AIP will be measured in accordance with
the Definitions in Attachment 1.

j)

Performance results and Eligible Earnings will be used to determine the
incentive award payment.

k)

Any Participant who is employed as of the end of the Incentive Plan Year
shall be entitled to receive an incentive award payment regardless of whether
the Participant resigns or is terminated between the end of the Incentive Plan
Year and the date the incentive awards are distributed.

l)

Sara Lee reserves the right to offset against any incentive award payment
owed by Sara Lee to a terminating or terminated Participant any amounts to which
Sara Lee has a “claim of right.”

m)

Except for participant deferral elections made under the Sara Lee Executive
Deferred Compensation Plan (which shall be construed to comply with Section 409A
of the Internal Revenue Code of 1986, as amended, and the Treasury Regulation
guidance thereunder (the “Code”)), the terms of the AIP shall be construed and
paid in such manner as to satisfy the short-term deferral exception to the
application of Section 409A of the Code as set forth in Subsections (a)(4) and
(b)(4) of Treasury Regulations Section 1.409A-1.

n)

Nothing herein shall be construed as an agreement or commitment to employ any
Participant or to employ a Participant for any fixed period of time or
constitute a commitment by Sara Lee, SLE 2.0, or any of their respective
subsidiaries, that any Participant will continue to receive an incentive award
or will continue as a Participant in this FY12 AIP.

o)

The Committee reserves the right to amend, modify, interpret or terminate
this FY12 AIP or awards to be paid under this FY12 AIP at any time for any
reason. Specifically, an individual153s target bonus opportunity may be modified
during FY12 in the Committee153s discretion and the performance criteria may be
adjusted by the Committee for extraordinary and similar items that prevent undue
and/or unintended gain or loss; provided that, for any incentive awards under
the AIP to individuals participating in the PBIP, any adjustments will be
subject to the terms, conditions, maximums and limitations under the PBIP.

p)

The Committee may delegate certain administrative responsibilities to the
Chief Executive Officer except for the following:

1)

Any actions affecting the Chief Executive Officer, and other elected officers
of Sara Lee or SLE 2.0, as applicable,

2)

Approval of corporate Performance Goals and certification of performance
results relative to such standards following the end of the Incentive Plan Year,
and

3)

Approval of any substantive changes or amendments to this FY12 AIP.

(a)

Average Working Capital is a 13-point average of Core
Working Capital as of the period-end for fiscal 2011 Period 12 and the
period-end balances for each of the twelve periods of fiscal 2012.

(b)

Board means the Sara Lee Board of Directors prior to the
Anticipated CoffeeCo Spin-Off and means the Board of Directors of SLE 2.0 from
and following the Anticipated CoffeeCo Spin-Off.

(c)

Committee is the Compensation and Employee Benefits
Committee or other committee of the Sara Lee Board (prior to, or SLE 2.0 from
and after, the Anticipated CoffeeCo Spin-Off) as may be appointed by the Board.

(d)

Core Working Capital means the Company153s net accounts
receivable plus net inventories less accounts payable, excluding intercompany
receivable and intercompany accounts; provided, however, that for purposes of
this FY12 AIP, only the Core Working Capital that is attributable to the
businesses that will comprise the SLE 2.0 business at the time of the
Anticipated CoffeeCo Spin-Off will be used to measure achievement of the Average
Working Capital performance goal.

(e)

Disability is as defined under the applicable Sara Lee Long
Term Disability Plan or the specific Sara Lee sponsored long-term disability
plan under which the Participant is covered.

(f)

Eligible Earnings mean regular salary or wages paid to the
Participant from July 1, 2011 through June 30, 2012. It does not include
allowances, reimbursements, commissions, other incentives, severance, lump sums,
awards, deferred compensation and compensation attributable to the exercise of
stock options or other forms of long-term incentive compensation.

(g)

Incentive Plan Year is the Company153s fiscal year 2012
starting on July 3, 2011 and ending on June 30, 2012.

(h)

Net Sales means that portion of the Company153s Adjusted Net
Sales, as disclosed in the Company153s earnings press releases and filings with
the SEC, that is attributable to the businesses that will comprise the SLE 2.0
business at the time of the Anticipated CoffeeCo Spin-Off, as may be further
adjusted by the Committee to (i) include or exclude the results of businesses
acquired and/or divested during the measurement period, to the extent such
results were included or excluded in the Company153s annual operating plan, (ii)
adjust for currency exchange rates used in the Company153s annual operating plan,
and/or (iii) prevent undue and/or unintended gain or loss.

(i)

Operating Income means that portion of the Company153s
Adjusted Operating Income from continuing operations that is attributable to the
businesses that will comprise the SLE 2.0 business at the time of the
Anticipated CoffeeCo Spin-Off (which will be calculated using such businesses153
operating segment income), as disclosed in the Company153s earnings press releases
and filings with the SEC, with regard to SLE 2.0, as may be further adjusted by
the Committee (as defined below) to (i) include or exclude the results of
businesses acquired and/or divested during the measurement period, to the extent
such results were included or excluded in the Company153s annual operating plan,
and/or (ii) prevent undue and/or unintended gain or loss. Adjusted Operating
Income is a non-GAAP financial measure that adjusts operating income, as
reported under U.S. GAAP, to exclude Significant Items and select other charges
and gains.

(j)

Participant means an employee in the Company153s North
American business segments in salary grades 22 through and including 50 or
salary bands Manager through Chief Executive Officer, subject to adjustments
during FY12 pursuant to the terms of this FY12 AIP. (Employees in grades 22
through 27 and salary bands Manager through Senior Manager eligible for sales
incentive plans are excluded from this FY12 AIP.)

(k)

Significant Items mean those items that are reported by the
Company in its annual report in the table entitled “Impact of Significant Items
on Income from Continuing Operations and Net Income” and that meet the
Controller153s criteria for materiality and that are not indicative of our core
operating results. Significant items vary each year and may include items such
as charges for exit activities, impairment charges, tax costs and benefits
resulting from the disposition of a business, gains or losses on the sale of
discontinued operations and changes in tax valuation allowances.

(l)

Total Disability is as defined under the Sara Lee Key
Executive Long Term Disability Plan under which the Participant is covered.