{"id":40165,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/nonemployee-director-stock-plan-sara-lee-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"nonemployee-director-stock-plan-sara-lee-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/nonemployee-director-stock-plan-sara-lee-corp.html","title":{"rendered":"Nonemployee Director Stock Plan – Sara Lee Corp."},"content":{"rendered":"

SARA LEE CORPORATION <\/strong><\/p>\n

1999 NON-EMPLOYEE DIRECTOR STOCK PLAN <\/strong><\/p>\n

(As amended and restated effective April 26, 2012)
\n<\/strong><\/p>\n

ARTICLE I:PURPOSE OF THE PLAN <\/strong><\/p>\n

The purpose of the Sara Lee Corporation 1999 Non-Employee Director Stock Plan
\nis to promote the long-term growth of Sara Lee Corporation by increasing the
\nproprietary interest of Non-Employee Directors in Sara Lee Corporation and to
\nattract and retain highly qualified and capable Non-Employee Directors.
\nNotwithstanding any provision of the Plan to the contrary, amounts deferred
\nunder the Plan after December 31, 2004 (including Awards of Restricted Stock
\nUnits) are subject to the provisions of Section 409A of the Internal Revenue
\nCode (the “Code”) and at all times the Plan as applied to those amounts shall be
\ninterpreted and administered so that it is consistent with such Code section.\n<\/p>\n

ARTICLE II:DEFINITIONS <\/strong><\/p>\n

Unless the context clearly indicates otherwise, the following terms shall
\nhave the following meanings:<\/p>\n

2.1 “Annual Retainer” means the annual cash retainer fee payable by the
\nCorporation to a Non-Employee Director for services as a director of the
\nCorporation, as such amount may be changed from time to time.<\/p>\n

2.2 “Award” means an award granted to a Non-Employee Director under the Plan
\nin the form of Restricted Stock Units or Shares.<\/p>\n

2.3 “Board” means the Board of Directors of Sara Lee Corporation.<\/p>\n

2.4 “Chairman Retainer” means the annual retainer fee payable by the
\nCorporation to a Non-Employee Director for services as Chairman of the Board, as
\nsuch amounts may be changed from time to time. Fifty percent (50%) of the
\nChairman Retainer shall be payable in the form of cash (the “Chairman Cash
\nRetainer”) which is subject to the election provided in Article IX and fifty
\npercent (50%) of the Chairman Retainer shall be payable as Chairman RSUs as
\nprovided in Section 8.1(c).<\/p>\n

2.5 “Committee Retainer” means the annual retainer fee payable by the
\nCorporation to a Non-Employee Director for services as a member and\/or as a
\nchair of a Board committee, as such amounts may be changed from time to time.
\nFifty percent (50%) of the Committee Retainer shall be payable in the form of
\ncash (the “Committee Cash Retainer”) which is subject to the election provided
\nin Article IX and fifty percent (50%) of the Committee Retainer shall be payable
\nas Committee RSUs as provided in Section 8.1(c).<\/p>\n

2.6 “Corporation” means Sara Lee Corporation.<\/p>\n

2.7 “Deferral Account” means a bookkeeping account in the name of a
\nNon-Employee Director who elects to defer, pursuant to the Grandfathered
\nDeferral Program or the Deferral Program, all or a portion of an Annual
\nRetainer, Chairman Cash Retainer, Committee Cash Retainer or an Award.<\/p>\n

2.8 “Deferred Compensation Rate” means, with respect to any date, the rate of
\ninterest payable as of such date on Interest Accounts under subparagraph A-4(b)
\nof the Grandfathered Deferral Program or subparagraph B-4(b) of the Deferral
\nProgram.<\/p>\n

\n

2.9 “Deferral Program” means the terms and conditions (which are described in
\nSupplement B hereto) pursuant to which Non-Employee Directors may after December
\n31, 2004 defer the payment of Annual Retainers, Chairman Cash Retainer,
\nCommittee Cash Retainers and vested Awards.<\/p>\n

2.10 “Fair Market Value” means the closing selling price per Share on the New
\nYork Stock Exchange Composite Transactions Tape on the determination date,
\nprovided that if there are no sales of Shares reported on such date, the Fair
\nMarket Value of a Share on such date shall be deemed equal to the closing
\nselling price of a Share on such Composite Tape for the last preceding date on
\nwhich sales of Shares were reported.<\/p>\n

2.11 “Grandfathered Deferral Program” means the terms and conditions that
\napply to amounts deferred under the Plan prior to January 1, 2005 as described
\nin Supplement A hereto.<\/p>\n

2.12 “Non-Employee Director” means a director of the Corporation who is not
\nan employee of the Corporation or any subsidiary of the Corporation.<\/p>\n

2.13 “Plan” means this Sara Lee Corporation 1999 Non-Employee Director Stock
\nPlan (As Amended through June 30, 2005), and as further amended and restated
\nfrom time to time.<\/p>\n

2.14 “Restricted Stock Unit” means a restricted stock unit granted to a
\nNon-Employee Director pursuant to Article VIII hereof.<\/p>\n

2.15 “<\/strong>Restricted Stock Unit Grant Notice“<\/strong>
\nmeans a written notice provided to a Non-Employee Director evidencing a grant of
\nRestricted Stock Units and setting forth the basic terms and conditions of the
\naward.<\/p>\n

2.16 “Stock Award Date” means the date on which Shares are awarded to a
\nNon-Employee Director pursuant to Article IX hereof.<\/p>\n

2.17 “Shares” means shares of the Common Stock, par value $.01 per share, of
\nthe Corporation.<\/p>\n

2.18 “Settlement Date” means the date that is six (6) months after the
\nNon-Employee Director ceases to be a director of the Corporation.<\/p>\n

ARTICLE III:ADMINISTRATION OF THE PLAN <\/strong><\/p>\n

3.1 Administrator of the Plan<\/u>. The Plan shall be administered by the
\nCompensation and Employee Benefits Committee of the Board (“Committee”).<\/p>\n

3.2 Authority of Committee<\/u>. The Committee shall have full power and
\nauthority to: (i) interpret and construe the Plan and adopt such rules and
\nregulations as it shall deem necessary and advisable to implement and administer
\nthe Plan and (ii) designate persons other than members of the Committee to carry
\nout its responsibilities, subject to applicable law and such limitations,
\nrestrictions and conditions as it may prescribe, such determinations to be made
\nin accordance with the Committee153s best business judgment as to the best
\ninterests of the Corporation and its stockholders and in accordance with the
\npurposes of the Plan. The Committee may delegate administrative duties under the
\nPlan to one or more agents, as it shall deem necessary or advisable.<\/p>\n

3.3 Determinations of Committee<\/u>. A majority of the Committee shall
\nconstitute a quorum at any meeting of the Committee, and all determinations of
\nthe Committee shall be made by a majority of its members. Any determination of
\nthe Committee under the Plan may be made without notice or a meeting of the
\nCommittee by a written consent signed by all members of the Committee.<\/p>\n

2<\/p>\n

\n

3.4 Effect of Committee Determinations<\/u>. No member of the Committee or
\nthe Board shall be personally liable for any action or determination made in
\ngood faith with respect to the Plan or any Award or to any settlement of any
\ndispute between a Non-Employee Director and the Corporation. Any decision or
\naction taken by the Committee or the Board with respect to an Award or the
\nadministration or interpretation of the Plan shall be conclusive and binding
\nupon all persons.<\/p>\n

ARTICLE IV:AWARDS UNDER THE PLAN <\/strong><\/p>\n

Awards in the form of Restricted Stock Units shall be granted to Non-Employee
\nDirectors in accordance with Article VIII. Awards in the form of Shares may be
\ngranted to Non-Employee Directors in accordance with Article IX. Grants of
\nRestricted Stock Units that are made under the Plan shall be evidenced by a
\nRestricted Stock Unit Grant Notice.<\/p>\n

ARTICLE V:ELIGIBILITY <\/strong><\/p>\n

Non-Employee Directors of the Corporation shall be eligible to participate in
\nthe Plan in accordance with Articles VIII and IX.<\/p>\n

ARTICLE VI:SHARES SUBJECT TO THE PLAN <\/strong><\/p>\n

Subject to adjustment as provided in Article XII, the aggregate number of
\nShares that may be issued under the Plan is seven hundred thousand (700,000)
\nShares, plus one million one hundred fifty thousand (1,150,000) Shares that are
\nsubject to outstanding Awards under the Plan on June 27, 2002. To the extent
\nthat Shares subject to an outstanding Award are not issued by reason of the
\nexpiration, termination, cancellation or forfeiture of such Award, or by reason
\nof the tendering or withholding of Shares to satisfy all or a portion of the tax
\nwithholding obligations relating to an Award, then such Shares shall again be
\navailable under the Plan.<\/p>\n

ARTICLE VII:TRANSFERABILITY OF RESTRICTED STOCK UNITS
\n<\/strong><\/p>\n

Restricted Stock Units granted under the Plan shall not be transferable or
\nassignable other than by will or the laws of descent and distribution.<\/p>\n

ARTICLE VIII:RESTRICTED STOCK UNIT AWARDS <\/strong>\n<\/p>\n

Each Non-Employee Director shall be granted Restricted Stock Units, subject
\nto Article VI and to the following terms and conditions:<\/p>\n

8.1 Grant of Restricted Stock Units<\/u>. (a) On the first business day of
\neach calendar year (the “Annual Grant Date”), each person who is a Non-Employee
\nDirector on such Annual Grant Date shall be granted a whole number of Restricted
\nStock Units determined by dividing $120,000 by the Fair Market Value of a Share
\non the Annual Grant Date.<\/p>\n

(b) A Non-Employee Director who is first elected or begins to serve as a
\nNon-Employee Director between Annual Grant Dates (other than a Non-Employee
\nDirector who is first elected or begins to serve between July 1, 2007 and
\nJanuary 1, 2008) shall be granted, on the date that such person is first elected
\nor begins to serve as a Non-Employee Director, a number of Restricted Stock
\nUnits determined by (i) dividing $120,000 by the Fair Market Value of a Share on
\nthe date of grant (ii) multiplying the quotient by a fraction the numerator of
\nwhich is the number of whole or partial months between the date of grant and the
\nnext Annual Grant Date and the denominator of which is 12 and (iii) rounding the
\nresult up the nearest whole number of Shares.<\/p>\n

3<\/p>\n

\n

(c) On each Annual Grant Date, in addition to the Restricted Stock Units
\ngranted under Section 8.1(a) above, each Non-Employee Director who chairs or
\nserves on a Board committee for which a Committee Retainer is payable or who
\nserves as Chairman of the Board shall be granted a whole number of Restricted
\nStock Units determined by dividing an amount equal to 50% of the Non-Employee
\nDirector153s Committee Retainer or Chairman Retainer, as applicable, by the Fair
\nMarket Value of a Share on the Annual Grant Date (such Restricted Stock Units,
\nthe “Committee RSUs” or “Chairman RSUs”).<\/p>\n

(d) If the amount of a Non-Employee Director153s Committee Retainer or Chairman
\nRetainer, as applicable, increases between Annual Grant Dates, the Non-Employee
\nDirector shall be granted, on the date that such person153s Committee Retainer or
\nChairman Retainer increases, a number of Restricted Stock Units determined by
\n(i) multiplying the amount by which the Committee Retainer or Chairman Retainer
\nincreases by 50%, (ii) dividing the product by the Fair Market Value of a Share
\non the date of grant, (iii) multiplying the quotient by a fraction the numerator
\nof which is the number of whole or partial months between the date of grant and
\nthe next Annual Grant Date and the denominator of which is 12, and (iv) rounding
\nthe result up the nearest whole number of Shares.<\/p>\n

(e) If the amount of a Non-Employee Director153s Committee Retainer or Chairman
\nRetainer, as applicable, decreases between Annual Grant Dates (other than
\npursuant to 8.2(f) below), the Non-Employee Director shall forfeit, on the date
\nthat such person153s Committee Retainer or Chairman Retainer decreases, a number
\nof Restricted Stock Units determined by (i) multiplying the number of Committee
\nRSUs or Chairman RSUs that were granted to such Non-Employee Director on the
\nimmediately preceding Annual Grant Date by a fraction the numerator of which is
\nthe number of whole or partial months between the date that such person153s
\nCommittee Retainer or Chairman Retainer decreases and the next Annual Grant Date
\nand the denominator of which is 12, and (ii) rounding the result up the nearest
\nwhole number of Shares.<\/p>\n

(f) If any Non-Employee Director ceases to be a Director of the Corporation
\nbetween Annual Grant Dates other than by reason of death or disability, such
\nNon-Employee Director shall forfeit a number of the Restricted Stock Units,
\nChairman RSUs and Committee RSUs, if any, granted to the Non-Employee Director
\non or after the immediately preceding Annual Grant Date determined by
\nmultiplying the total number of Restricted Stock Units, Chairman RSUs and
\nCommittee RSUs granted to the Non-Employee Director under Sections 8.1(a), (b),
\n(c) and\/or (d) on such immediately preceding Annual Grant Date or subsequent
\ngrant date by a ratio the number of which is the number of months from the
\nimmediately preceding Annual Grant Date or subsequent grant date through the end
\nof the month in which the Non-Employee Director ceases to be a Director and the
\ndenominator of which is 12.<\/p>\n

(g) In determining the number of Restricted Stock Units under this Section
\n8.1, all calculations shall be rounded up to the nearest whole number of Shares.\n<\/p>\n

8.2 Vesting<\/u>. (a) Except as provided in Section 8.2(b), 8.3, 8.5 and
\n9.3 and Article 10, Restricted Stock Units granted on or after July 1, 2005
\nshall vest in full on the date immediately preceding the one-year anniversary of
\nthe date on which such Restricted Stock Units were awarded and Restricted Stock
\nUnits granted on or after January 1, 2008 shall vest in full on the one year
\nanniversary of the date on which such Restricted Stock Units were awarded.<\/p>\n

(b) Notwithstanding Section 8.2(a), if a Non-Employee Director ceases to be a
\ndirector of the Corporation (i) due to death or disability, all Restricted Stock
\nUnits held by such Non-Employee Director shall vest in full on the date on which
\nsuch Non-Employee Director ceases to be a director of the Corporation, or (ii)
\nfor any other reason, then all Restricted Stock Units held by such Non-Employee
\nDirector, after applying the forfeiture provisions of Section 8.1(f), shall vest
\nin full on the date on which such Non-Employee Director ceases to be a director
\nof the Corporation.<\/p>\n

4<\/p>\n

\n

8.3 Payment of Restricted Stock Units<\/u>. Restricted Stock Units granted
\non or after July 1, 2005 shall be paid on the Non-Employee Director153s Settlement
\nDate. With respect to Awards granted under the Plan prior to July 1, 2005, a
\nNon-Employee Director can elect to defer payment of all or any portion of such
\nAwards provided such elections are in writing, on such forms as the Committee
\nmay prescribe, and in accordance with the terms and conditions of the Plan at
\nthe time of the deferral. The payment of any Awards deferred under the Plan
\nprior to January 1, 2005 shall be governed by the provisions of Supplement A.
\nThe payment of any Awards deferred under the Plan after January 1, 2005 shall be
\ngoverned by the provisions of Supplement B.<\/p>\n

8.4 Dividend Equivalents<\/u>. Restricted Stock Units shall accrue dividend
\nequivalents at the same rate and at the same times as cash dividends are paid on
\nShares. Such dividend equivalents shall be retained by the Corporation on behalf
\nof the Non-Employee Director and shall be paid in cash pursuant to Section 8.6
\nhereof, together with interest from the date of accrual to the date of payment
\nat the Deferred Compensation Rate; provided that no interest shall be paid on
\nany dividend equivalents accrued on Restricted Stock Units awarded after January
\n1, 2005; provided further that, upon written election received by the
\nCorporation, a Non-Employee Director may elect to have all or a portion of any
\ndividend equivalents deemed invested in Restricted Stock Units for that number
\nof whole Shares having an aggregate value equal to the quotient of the accrued
\ncash dividend equivalents with respect to which such election is made, divided
\nby the Fair Market Value of a Share as of the date of such deemed investment
\n(the “Dividend Equivalent RSUs”), which Dividend Equivalent RSUs shall be issued
\npursuant to Section 8.6 hereof. The date of such deemed investment of dividend
\nequivalents shall be (i) the third business day after the date the Committee or
\nits designee receives a written election from the Non-Employee Director, with
\nrespect to dividend equivalents accrued before the election is made, or (ii) the
\nthird business day after cash dividends are paid on Shares, for dividend
\nequivalents that accrue after the date the Committee or its designee receives a
\nwritten election from the Non-Employee Director. In determining the number of
\nDividend Equivalent RSUs under this Section 8.4, all calculations shall be
\nrounded up to the nearest whole number of Shares.<\/p>\n

8.5 Forfeiture<\/u>. If a Non-Employee Director is determined, by a
\nresolution duly adopted by the affirmative vote of not less than a majority of
\nthe entire membership of the Board (excluding the Non-Employee Director whose
\nconduct is in question), to have (i) acted in a manner detrimental to the
\nCorporation153s best interests, or (ii) failed to act and such failure to act was
\ndetrimental to the Corporation153s best interests, each Restricted Stock Unit held
\nby such Non-Employee Director shall, as of the date of the adoption of such
\nresolution, be forfeited and all rights of the Non-Employee Director to or with
\nrespect to such Restricted Stock Unit shall terminate. No action or failure to
\nact shall be deemed by the Board to be detrimental to the Corporation153s best
\ninterests unless such action was taken in bad faith or without reasonable belief
\nthat such action was in the best interests of the Company.<\/p>\n

8.6 Settlement<\/u>. Subject to Section 8.3 and Supplements A and B with
\nrespect to deferred Awards, as soon as practical after a Non-Employee Director153s
\nSettlement Date the Corporation shall (i) issue to such Non-Employee Director
\none Share for each Restricted Stock Unit awarded to the Non-Employee Director
\nand (ii) pay or issue to such Non-Employee Director, as applicable, (A) a cash
\namount equal to the amount of all dividend equivalents accrued with respect to
\nsuch Restricted Stock Unit, together with interest, if any, accrued thereon
\npursuant to Section 8.4 hereof with respect to which a dividend equivalent
\nreinvestment election pursuant to Section 8.4 was not made, and (B) one Share
\nfor each Dividend Equivalent RSU. Upon the satisfaction of the Corporation153s
\nobligations under the first<\/p>\n

5<\/p>\n

\n

sentence of this Section 8.6, such Restricted Stock Unit and Dividend
\nEquivalent RSU, if applicable, shall be cancelled, such cancellation to be
\neffective as of the Settlement Date. Notwithstanding the foregoing, prior to his
\nor her Settlement Date, in lieu of payment to himself or herself, a Non-Employee
\nDirector may issue payment instructions directing that the Corporation issue the
\nShares and cash amounts referenced in the first sentence of this Section 8.6 to
\nan entity or individual other than the Non-Employee Director (the “Alternate
\nDistributee”), provided such direction is not made applicable to any Awards
\ndeferred under Section 8.3 and is in writing in a form and manner deemed
\nacceptable to the Committee. In the event that a Non-Employee Director issues
\npayment instructions to an Alternate Distributee under the preceding sentence,
\nthe Shares and cash amounts referenced in the first sentence of this Section 8.6
\nshall be paid to the Alternate Distributee as soon as practicable after the
\nNon-Employee Director153s Settlement Date; however, the designation of an
\nAlternate Distributee will not alter the income tax treatment or character of
\nthe Awards as to the Non-Employee Director (with the Non-Employee Director being
\ndeemed the recipient of all amounts paid to the Alternate Distributee for income
\ntax purposes), unless otherwise required by law. Unless revoked prior to the
\napplicable Settlement Date in writing in a form and manner acceptable to the
\nCommittee, the Corporation may fully rely upon the payment instructions as to an
\nAlternate Distributee and payment in accordance with such payment instructions
\nshall fully satisfy the Corporation153s obligations to the Non-Employee Director
\nas to the Restricted Stock Units related thereto. Further, the issuance of
\npayment instructions to an Alternate Distributee shall not alter or otherwise
\naffect the nature or extent of the Restricted Stock Units related thereto and
\nnothing in this Section 8.6 shall be treated as an assignment or transfer in
\nviolation of Article VII. In the event of the death of a Non-Employee Director
\nwho, prior to his or her Settlement Date, identified an Alternate Distributee
\nunder the preceding provisions of this Section 8.6, the amount due to the
\nNon-Employee Director under the terms of this Article VIII shall be paid to the
\nAlternate Distributee.<\/p>\n

8.7 No Stockholder Rights<\/u>. Restricted Stock Units shall not confer
\nupon the holder thereof any rights as a stockholder of the Company.<\/p>\n

ARTICLE IX : ELECTION TO RECEIVE SHARES OR RESTRICTED
\nSTOCK UNITS <\/strong><\/p>\n

Each Non-Employee Director may elect to receive Shares or Restricted Stock
\nUnits in lieu of all or a portion of such Non-Employee Director153s Annual
\nRetainer or Committee Cash Retainer, subject to Article VI and the following
\nterms and conditions:<\/p>\n

9.1 Grant of Shares<\/u>. On the Annual Grant Date (including for this
\npurpose, July 2, 2007), Shares shall be granted to each Non-Employee Director
\nwho, prior to such Annual Grant Date, files with the Committee or its designee a
\nwritten election to receive Shares in lieu of all or a portion of such
\nNon-Employee Director153s Annual Retainer, Chairman Cash Retainer or Committee
\nCash Retainer for the one-year period beginning on the Annual Grant Date next
\nfollowing the date of the written election. An election pursuant to the first
\nsentence of this Section 9.1 shall be irrevocable on and after the Annual Grant
\nDate. In addition, Shares shall be granted to any Non-Employee Director who no
\nlater than the thirtieth day after the date on which such Non-Employee Director
\nis first elected or begins to serve as a Non-Employee Director, files with the
\nCommittee or its designee a written election to receive Shares in lieu of all or
\na portion of the Annual Retainer, if any, that such Non-Employee Director is
\nentitled to receive upon election as a Non-Employee Director as well as all or
\nany portion of the Chairman Cash Retainer or Committee Cash Retainer to be paid
\nduring the year. Shares shall be granted to the Non-Employee Director after the
\ndate the Committee or its designee receives notice of such an election. An
\nelection pursuant to the third sentence of this Section 9.1 shall be
\nirrevocable.<\/p>\n

6<\/p>\n

\n

9.2 Number of Shares<\/u>. The number of Shares granted pursuant to this
\nArticle shall be the number of Shares equal to (i) the portion of the Annual
\nRetainer, Chairman Cash Retainer or Committee Cash Retainer which the
\nNon-Employee Director has elected pursuant to Section 9.1 to be payable in
\nShares, divided by (ii) the Fair Market Value per Share on the Stock Award Date
\n(iii) with the product rounded up to the nearest whole number of Shares. As soon
\nas practical following an award of Shares to a Non-Employee Director, the stock
\ncertificate representing such Shares shall be issued and delivered to the
\nNon-Employee Director, whereupon the Non-Employee Director shall become a
\nstockholder of the Corporation with respect to such Shares and shall be entitled
\nto vote the Shares.<\/p>\n

9.3 Deferral of Annual Retainer, Chairman Cash Retainer or Committee Cash
\nRetainer<\/u>. A Non-Employee Director may elect to defer payment of all or any
\nportion of such Non-Employee Director153s Annual Retainer or Committee Cash
\nRetainer provided that no election shall be allowed for the Annual Retainer or
\nCommittee Cash Retainer with respect to the Corporation153s fiscal year beginning
\non July 3, 2005. All deferrals must be in writing, on such forms as the
\nCommittee may prescribe, and must be made in accordance with the terms and
\nconditions of the Plan including the terms and conditions of Supplements A and B
\nas applicable.<\/p>\n

9.4 Conversion of Annual Retainer, Chairman Cash Retainer or Committee
\nCash Retainer to Restricted Stock Units<\/u>. A Non-Employee Director may elect
\nto convert all or any portion of an Annual Retainer, Chairman Cash Retainer or
\nCommittee Cash Retainer into Restricted Stock Units equal in number to (i) the
\nportion of the Annual Retainer, Chairman Cash Retainer or Committee Cash
\nRetainer which the Non-Employee Director has elected to convert pursuant to this
\nSection 9.4 divided by (ii) the Fair Market Value per Share on the Stock Award
\nDate (iii) with the product rounded up to the nearest whole number of Shares. A
\nNon-Employee Director153s election to convert all or any portion of an Annual
\nRetainer, Chairman Cash Retainer or Committee Cash Retainer into Restricted
\nStock Units shall be in writing, on such forms and at such times as the
\nCommittee may prescribe provided that any election must be made not later than
\nthe December 31 of the calendar year preceding the calendar year in which the
\nAnnual Retainer, Chairman Cash Retainer or Committee Cash Retainer would
\notherwise be paid and in the case of a Non-Employee Director who is first
\nelected or begins to serve as a Non-Employee Director, the election must be made
\nprior to the thirtieth day following the date the Non-Employee Director is first
\nelected or begins to serve as a Non-Employee Director. Restricted Stock Units
\nresulting from the conversion of an Annual Retainer, Chairman Cash Retainer or
\nCommittee Cash Retainer shall be subject to the adjustments applicable to
\nRestricted Stock Units awarded under Section 8.1(a) above, shall not be subject
\nto the vesting requirements of Section 8.2. and shall be distributed on the
\nNon-Employee Director153s Settlement Date as provided in Section 8.3.<\/p>\n

ARTICLE X:CHANGE OF CONTROL <\/strong><\/p>\n

10.1 Effect of Change of Control<\/u>. Upon the occurrence of a “Change of
\nControl” event, as defined below, any and all outstanding Restricted Stock Units
\nshall become immediately vested and payable (including all awards subject to
\nSection 8.3 above that vested on or after January 1, 2005 and all Restricted
\nStock Units subject to Section 9.4 above that were converted from an Annual
\nRetainer, Chairman Cash Retainer or Committee Cash Retainer) and any and all
\nstock certificates representing Shares awarded to a Non-Employee Director
\npursuant to Section 9.1 promptly shall be transferred to such Non-Employee
\nDirector.<\/p>\n

10.2 Definition of Change of Control<\/u>. A “Change of Control” shall
\noccur:<\/p>\n

(a) upon the acquisition by an individual, entity or group, including any
\n“person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
\nand Exchange Act of 1934 (the “Exchange Act”) (a “Person”), during any 12-month
\nperiod of beneficial ownership (as defined in Rule 13d-3 promulgated under the
\nExchange Act), directly or indirectly, of 35% or more of the combined voting
\npower of the then outstanding capital stock of the Corporation that by its terms
\nmay be voted on all matters submitted to stockholders of the Corporation
\ngenerally (such capital stock, “Voting Stock”);<\/p>\n

7<\/p>\n

\n

provided, however, that the following acquisitions shall not constitute a
\nChange of Control: (i) any acquisition directly from the Corporation (excluding
\nany acquisition resulting from the exercise of a conversion or exchange
\nprivilege in respect of outstanding convertible or exchangeable securities
\nunless such outstanding convertible or exchangeable securities were acquired
\ndirectly from the Corporation), (ii) any acquisition by the Corporation, (iii)
\nany acquisition by an employee benefit plan (or related trust) sponsored or
\nmaintained by the Corporation or any corporation controlled by the Corporation,
\nor (iv) any acquisition by any corporation pursuant to a reorganization, merger
\nor consolidation involving the Corporation, if, immediately after such
\nreorganization, merger or consolidation, each of the conditions described in
\nclauses (i), (ii) and (iii) of subsection (b) of this Section 10.2 shall be
\nsatisfied; and provided further that, for purposes of clause (ii) of this
\nsubsection (a), if any Person (other than the Corporation or any employee
\nbenefit plan (or related trust) sponsored or maintained by the Corporation or
\nany corporation controlled by the Corporation) shall become the beneficial owner
\nof 50% or more of the Voting Stock by reason of an acquisition by the
\nCorporation and such Person was the beneficial owner of less than 35% of the
\nVoting Stock prior to such acquisition such additional beneficial ownership
\nshall constitute a Change of Control; or<\/p>\n

(b) upon the consummation of a reorganization, merger or consolidation of the
\nCorporation, or a sale or other disposition of all or substantially all of the
\nCorporation153s property and assets (meaning property and assets of the
\nCorporation having a total gross fair market value equal to or greater than 40
\npercent of the total gross fair market value of all of the property and assets
\nof the Corporation); excluding, however, (A) any such reorganization, merger,
\nconsolidation, sale or other disposition with respect to which, immediately
\nafter consummation of such transaction, (i) all or substantially all of the
\nbeneficial owners of the Voting Stock of the Corporation outstanding immediately
\nprior to such transaction continue to beneficially own, directly or indirectly
\n(either by remaining outstanding or by being converted into voting securities of
\nthe entity resulting from such transaction), more than 50% of the combined
\nvoting power of the voting securities of the entity resulting from such
\ntransaction (including, without limitation, the Corporation or an entity which
\nas a result of such transaction owns the Corporation or all or substantially all
\nof the Corporation153s property or assets, directly or indirectly) (the “Resulting
\nEntity”) outstanding immediately after such transaction, in substantially the
\nsame proportions relative to each other as their ownership immediately prior to
\nsuch transaction, and (ii) no Person (other than any Person that beneficially
\nowned, immediately prior to such reorganization, merger, consolidation, sale or
\nother disposition, directly or indirectly, Voting Stock representing 35% or more
\nof the combined voting power of the Corporation153s then outstanding securities)
\nbeneficially owns, directly or indirectly, 35% or more of the combined voting
\npower of the then outstanding securities of the Resulting Entity, and (iii) at
\nleast a majority of the members of the board of directors of the entity
\nresulting from such transaction were Continuing Directors of the Corporation at
\nthe time of the execution of the initial agreement or action of the Board
\nauthorizing such reorganization, merger, consolidation, sale or other
\ndisposition and (B) any transfer of all or substantially all of the
\nCorporation153s property and assets to any person, group or entity that is
\nconsidered to be controlled by the stockholders of the Corporation immediately
\nafter the transfer for purposes of Section 409A(a)(2)(A)(v) of the Internal
\nRevenue Code of 1986, as amended (the “Code”), or<\/p>\n

(c) upon the consummation of a plan of complete liquidation or dissolution of
\nthe Corporation; or<\/p>\n

(d) when those individuals who, immediately after the 2002 annual meeting of
\nstockholders of the Corporation, constitute the Board (the “Continuing
\nDirectors”) cease for any reason to constitute at least a majority of such
\nBoard; provided, however, that any individual who becomes a director of the
\nCorporation subsequent to the 2002 annual meeting of stockholders of the
\nCorporation whose election, or nomination for election by the Corporation153s
\nstockholders, was approved by the vote of at least a majority of the Continuing
\nDirectors then comprising the Board (or by the nominating committee of the
\nBoard, if<\/p>\n

8<\/p>\n

\n

such committee is comprised of Continuing Directors and has such authority)
\nshall be deemed to have been a Continuing Director; and provided further, that
\nno individual shall be deemed to be a Continuing Director if such individual
\ninitially was elected as a director of the Corporation as a result of (A) an
\nactual or threatened solicitation by a Person (other than the Board) made for
\nthe purpose of opposing a solicitation by the Board with respect to the election
\nor removal of directors, or (B) any other actual or threatened solicitation of
\nproxies or consents by or on behalf of any Person (other than the Board).<\/p>\n

For purposes of this Section 10.2, persons will not be considered to be
\nacting as a group solely because they purchase or own stock of the same
\ncorporation at the same time or as a result of the same public offering.
\nHowever, persons will be considered to be acting as a group if they are owners
\nof a corporation that enters into a merger, consolidation, purchase or
\nacquisition of stock, or similarly business transaction with the Corporation. If
\na person, including an entity, owns stock in both corporations that enter into a
\nmerger, consolidation, purchase or acquisition of stock or similar transaction,
\nsuch stockholder is considered to be acting as a group with other stockholders
\nin a corporation only with respect to the ownership in that corporation prior to
\nthe transaction giving rise to the change and not with respect to the ownership
\ninterest in the other corporation. Further, stock ownership shall be determined
\nin accordance with Section 318(a) of the Code and the regulations thereunder.\n<\/p>\n

ARTICLE XI : AMENDMENT AND TERMINATION <\/strong><\/p>\n

The Board may amend the Plan from time to time or terminate the Plan at any
\ntime and may unilaterally modify the terms and conditions of an outstanding
\nAward or an election under the Grandfathered Deferral Program or the Deferral
\nProgram as necessary, including revoking an election entirely, to reflect
\nchanges in applicable law.<\/p>\n

ARTICLE XII : ADJUSTMENT PROVISIONS <\/strong><\/p>\n

In the event of any change in the capital structure of the Corporation
\n(including but not limited to a stock split, reverse stock split, stock
\ndividend, recapitalization, reorganization, merger, consolidation, combination
\nor exchange of securities, , spin-off, split-off, liquidation or other
\ndistribution of any or all of the assets of the Corporation to stockholders,
\nother than normal cash dividends) or any change in any rights attendant to any
\nclass of authorized securities of the Corporation (an “Adjustment Event”) , the
\nCommittee shall make proportionate adjustments with respect to the number and
\nclass of securities available under the Plan, the number and class of securities
\nsubject to each outstanding Restricted Stock Unit and Committee RSU Award, and
\nthe number and class of securities representing a Share equivalent in the Share
\nEquivalent Account under the Deferral Program to reflect such Adjustment Event
\nand to maintain each outstanding Award153s or Share Equivalent Account interest153s
\nintrinsic and fair value; provided, that the Committee shall retain discretion
\nwith respect to how any such proportionate adjustment shall be made. The
\ndecision of the Committee regarding any such adjustment shall be final, binding
\nand conclusive.<\/p>\n

ARTICLE XIII : FOREIGN DIRECTORS <\/strong><\/p>\n

Without amending the Plan, Awards granted to Non-Employee Directors who are
\nforeign nationals may have such terms and conditions different from those
\nspecified in the Plan as may, in the judgment of the Committee, be necessary or
\ndesirable to foster and promote achievement of the purposes of the Plan and, in
\nfurtherance of such purposes, the Committee may make such modifications,
\namendments, procedures, subplans and the like as may be necessary or advisable
\nto comply with provisions of laws in other countries or jurisdictions in which
\nthe Corporation or its subsidiaries operate or have Non-Employee Directors.<\/p>\n

9<\/p>\n

\n

ARTICLE XIV : EFFECTIVE DATE AND TERM OF PLAN
\n<\/strong><\/p>\n

The Plan shall be submitted to the stockholders of the Corporation for
\napproval and, if approved by a majority of all the votes cast at the 2002 annual
\nmeeting of stockholders, shall become effective as of June 27, 2002, the date of
\napproval by the Board (the “Effective Date”). If stockholder approval is not
\nobtained at the 2002 annual meeting of stockholders, the Plan, in the form
\napproved by stockholders at the 1999 annual meeting of stockholders, shall
\ncontinue in full force and effect and all grants of Restricted Stock Units and
\nShares hereunder shall be null and void. Unless terminated earlier by the Board,
\nthe Plan shall terminate on the earlier of the date of the Corporation153s 2012
\nannual meeting of stockholders or December 31, 2012.<\/p>\n

As amended and restated by the Board on April 26, 2012.<\/p>\n

10<\/p>\n

\n

SUPPLEMENT A <\/u><\/strong><\/p>\n

GRANDFATHERED DEFERRAL PROGRAM <\/u><\/strong><\/p>\n

A-1 Purpose<\/u>. The purpose of this Supplement A to the Sara Lee
\nCorporation 1999 Non-Employee Director Stock Plan is to provide Non-Employee
\nDirectors with the opportunity to defer the payment of their Annual Retainer,
\nCommittee Cash Retainer and\/or Awards under the Plan. The terms of this
\nSupplement A replace the Non-Qualified Deferred Compensation Plan for Outside
\nDirectors of Sara Lee Corporation which was approved by the Board on August 27,
\n1992 and subsequently amended (the “Former Plan”) and apply to Annual Retainers
\nand vested Awards that were deferred prior to January 1, 2005. The deferral
\nprogram under this Supplement A (the “Grandfathered Deferral Program”) shall be
\nadministered on the basis of the calendar year (the “Program Year”).<\/p>\n

A-2 Rules for Deferral Elections<\/u>. All Non-Employee Directors who made
\ndeferrals hereunder prior to January 1, 2005 and any individual who was a
\nparticipant in the Former Plan as of June 27, 2002 shall be considered a
\nparticipant in the Grandfathered Deferral Program. Prior to January 1, 2005 any
\nEligible Director could make irrevocable elections to defer receipt of all or
\nany portion not less than 25 percent of his Annual Retainer and\/or Committee
\nCash Retainer or all or any portion not less than 25 percent of any Award (each
\nsuch election is referred to herein as a “Deferral Election” and the amount
\ndeferred pursuant to such an election the “Deferral”) for a Program Year in
\naccordance with the rules set forth below.<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

A Non-Employee Director shall be eligible to make a Deferral Election only if
\nhe is an active member of the Board, or has been elected to the Board the date
\nsuch election is made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

For a Program Year, a Non-Employee Director may make no more than one
\nDeferral Election for each Award and such number of Deferral Elections with
\nrespect to the Non-Employee Director153s Annual Retainer and\/or Committee Cash
\nRetainer as the Committee may prescribe.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

All Deferral Elections must be made in writing on such forms as the Committee
\nmay prescribe and must be received by the Committee no later than the date
\nspecified by the Committee. In no event will the date specified by the Committee
\nwith respect to an Award be later than the end of the Program Year preceding the
\nProgram Year in which the Award vests. Any Deferral Election with respect to a
\nNon-Employee Director153s Annual Retainer or Committee Cash Retainer shall only
\napply to that portion of the Non-Employee Director153s Annual Retainer or
\nCommittee Cash Retainer remaining to be paid for services to be rendered after
\nthe date the Deferral Election is made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

As part of each Deferral Election, the Non-Employee Director must specify the
\ndate on which the Deferral will be paid (a “Distribution Date”). The
\nDistribution Dates specified in a Non-Employee Director153s Deferral Elections
\nmay, but need not necessarily, be the same for all Deferrals. Except as provided
\nin subsection (f) below, each Distribution Date is irrevocable and shall apply
\nonly to that portion of the Non-Employee Director153s Deferral Account which is
\nattributable to the Deferral.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-1<\/p>\n

\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

The Distribution Date selected by a Non-Employee Director shall not be
\nearlier than the January 1 immediately following the first anniversary of the
\ndate on which the Deferral Election is made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

A Non-Employee Director may make an irrevocable election to extend a
\nDistribution Date (a “Re-Deferral Election”); provided, that no Re-Deferral
\nElection shall be effective unless (i) the Committee receives the election prior
\nto the December 1 of the Program Year preceding the Program Year in which the
\nDistribution Date to be changed occurs, and (ii) the new Distribution Date is
\nnot earlier than the January 1 immediately following the first anniversary of
\nthe date the Re-Deferral Election is made. All Re-Deferral Elections must be
\nmade in writing on such forms and pursuant to such rules as the Committee may
\nprescribe.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

As part of each Deferral Election, a Non-Employee Director must elect the
\nform in which the Deferral will be paid beginning on the selected Distribution
\nDate. The Deferral may be paid in a single lump sum or in substantially equal
\nannual installments over a period not exceeding ten years as provided under
\nparagraph A-6. Except as provided in paragraph A-6, a Non-Employee Director153s
\nelection as to the form of payment shall be irrevocable. If the Non-Employee
\nDirector elects an installment method of payment the Distribution Date must be
\nJanuary 1.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

As part of each Deferral Election, a Non-Employee Director must elect the
\ninvestment alternatives that shall apply to the Deferral in accordance with
\nparagraphs A-4 and A-5.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

A Deferral Election shall be irrevocable; provided that if the Committee
\ndetermines that a Non-Employee Director has an Unforeseeable Financial Emergency
\n(as defined in paragraph A-10), then the Non-Employee Director153s Deferral
\nElections then in effect shall be revoked with respect to all amounts not
\npreviously deferred.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-3 Deferral Accounts<\/u>. All amounts deferred pursuant to a Non-Employee
\nDirector153s Deferral Elections under the Grandfathered Deferral Program shall be
\nallocated to a bookkeeping account in the name of the Non-Employee Director (a
\n“Deferral Account”) and the Committee shall maintain a separate subaccount under
\na Non-Employee Director153s Deferral Account for each Deferral. Deferrals shall be
\ncredited to the Deferral Account as of the Deferral Crediting Date coinciding
\nwith or next following the date on which, in the absence of a Deferral Election,
\nthe Non-Employee Director would otherwise have received the Deferral. A
\n“Deferral Crediting Date” shall mean the business day coinciding with or next
\nfollowing the 15th day of each calendar month and the business day coinciding
\nwith or next following the last day of each calendar month. A Non-Employee
\nDirector shall be fully vested at all times in the balance of his Deferral
\nAccount.<\/p>\n

A-4 Investment Alternatives<\/u>. A Non-Employee Director must make an
\ninvestment election at the time of each Deferral Election. The investment
\nelection must be made in writing on such forms and pursuant to such rules as the
\nCommittee may prescribe, subject to paragraph A-5, and shall designate the
\nportion of the Deferral which is to be treated as invested in each investment
\nalternative. The two investment alternatives shall be as follows:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Share Equivalent Account<\/u>. Under the Share Equivalent Account, the
\nvalue of the Non-Employee Director153s Deferral shall be determined as if the
\nDeferral were invested in Shares as of the Deferral Crediting Date. If payment
\nof Shares or Restricted Stock Units is deferred, the number of Share equivalents
\nto be credited<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-2<\/p>\n

\n\n\n\n
<\/td>\n\n

to the Non-Employee Director153s Deferral Account and appropriate subaccounts
\non each Deferral Crediting Date shall equal the number of Shares or Restricted
\nStock Units deferred. If payment of cash is deferred, the number of Share
\nequivalents to be credited to the Non-Employee Director153s Deferral Account and
\nappropriate subaccounts on each Deferral Crediting Date shall be determined by
\ndividing the Deferral to be “invested” on that date by the Fair Market Value of
\na Share on that date. Fractional Share equivalents will be computed to two
\ndecimal places. An amount equal to the number of Share equivalents multiplied by
\nthe dividend paid on a Share on each dividend payment date shall be credited to
\nthe Non-Employee Director153s Deferral Account and appropriate subaccount as of
\nthe Deferral Crediting Date coincident with or next following the dividend
\npayment date and “invested” in additional Share equivalents as though such
\ndividend credits were a Deferral. The number of Shares to be paid to a
\nNon-Employee Director on a Distribution Date shall be equal to the number of
\nShare equivalents accumulated in the Share Equivalent Account on the
\nDistribution Date divided by the total of the payments to be made. All payments
\nfrom the Share Equivalent Account shall be made in whole Shares with fractional
\nShares distributed in cash.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Interest Account<\/u>. Under the Interest Account, interest will be
\ncredited to the Non-Employee Director153s Deferral Account as of the business day
\ncoinciding with or next following each June 30 and December 31 (a “Valuation
\nDate”) and on the date the final payment of a Deferral is to be made based on
\nthe balance in the Non-Employee Director153s Deferral Account deemed invested in
\nthe Interest Account on the Valuation Date or such final payment date. The rate
\nof interest to be credited for a Plan Year will be set at the beginning of each
\nProgram Year and will equal the cost to the Corporation of issuing five-year
\nmaturity debt or, in the event such cost is determined not to satisfy the
\nindependence criteria under Section 409A of the Code and the guidance issued
\nthereunder, such other independently established interest rate that the
\nCorporation elects to use that satisfies such independence criteria. If
\ninstallment payments are elected, the amount to be paid to the Non-Employee
\nDirector on a Distribution Date shall be determined as follows: the amount of
\nthe principal payment of each installment shall be determined by dividing the
\ncurrent principal balance by the number of remaining installment payments and
\nthe amount of the interest payment shall be determined by dividing the current
\ninterest balance by the number of remaining installment payments. All payments
\nfrom the Interest Account shall be made in cash.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-5 Investment Elections and Changes<\/u>. A Non-Employee Director153s
\ninvestment elections shall be subject to the following rules:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

With respect to Annual Retainer or Committee Retainer payments that would
\nhave been paid in the form of cash, if the Non-Employee Director fails to make
\nan investment election with respect to a Deferral, the Deferral shall be deemed
\nto be invested in the Interest Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Any Deferral attributable to an Award or an Annual Retainer payable in the
\nform of Shares, restricted or otherwise, shall automatically be deemed to be
\ninvested in the Share Equivalent Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

All investments in the Share Equivalent Account shall be irrevocable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-3<\/p>\n

\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

A Non-Employee Director may elect to transfer amounts invested in the
\nInterest Account to the Share Equivalent Account as of any Valuation Date by
\nfiling an investment change election with the Committee prior to the Valuation
\nDate the change is to become effective. The amount elected to be transferred to
\nthe Share Equivalent Account shall be treated as invested in Share equivalents
\nas of the Valuation Date and the number of Share equivalents to be credited to
\nthe Non-Employee Director153s Deferral Account and appropriate subaccounts as of
\nthe Valuation Date shall be determined by dividing the amount to be transferred
\nby the Fair Market Value on such Valuation Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Until invested as of the Deferral Crediting Date in either the Interest
\nAccount or Share Equivalent Account, a Non-Employee Director153s Deferral shall be
\ncredited with interest in such amount as the Committee may determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-6 Time and Method of Payment<\/u>. Payment of a Non-Employee Director153s
\nDeferral shall be made in a single lump sum or shall commence in installments as
\nelected by the Non-Employee Director in the Deferral Election. A Non-Employee
\nDirector may make a one-time election after the original Deferral Election to
\nchange the method of payment elected by the Non-Employee Director; provided,
\nthat such election shall not be effective unless the election to change the
\nmethod of payment is received by the Committee prior to the December 1 of the
\nProgram Year preceding the Program Year in which the Distribution Date specified
\nin the original Deferral Election occurs. If a Non-Employee Director153s Deferral
\nAccount is payable in a single lump sum, the payment shall be made as soon as
\npracticable following the Distribution Date but not later than 30 days following
\nthe Distribution Date. If a Non-Employee Director153s Deferral Account is payable
\nin installment payments, then the Non-Employee Director153s Deferral Account shall
\nbe paid in substantially equal annual installments over the period as elected by
\nthe Non-Employee Director in the Deferral Election commencing as soon as
\npracticable following the Distribution Date but not later than 30 days following
\nthe Distribution Date.<\/p>\n

A-7 Payment Upon Death of a Non-Employee Director<\/u>. In the event a
\nNon-Employee Director dies before all amounts credited to his Deferral Account
\nhave been paid, payment of the Non-Employee Director153s Deferral Account shall be
\nmade or shall commence in the form of payment elected by the Non-Employee
\nDirector153s Beneficiary (as defined in paragraph A-8) or the Executor\/Executrix
\nof the Non-Employee Director153s estate; provided, that the request is made in
\nwriting within 180 days of the Non-Employee Director153s death. If such a request
\nis not made, the deceased Non-Employee Director153s Deferrals will be paid
\npursuant to the Deferral Elections and the normal provisions of this Supplement
\nA.<\/p>\n

A-8 Beneficiary<\/u>. A Non-Employee Director153s Beneficiary shall mean the
\nindividual(s) or entity designated by the Non-Employee Director to receive the
\nbalance of the Non-Employee Director153s Deferral Account in the event of the
\nNon-Employee Director153s death prior to the payment of his entire Deferral
\nAccount. To be effective, any Beneficiary designation shall be filed in writing
\nwith the Committee. A Non-Employee Director may revoke an existing Beneficiary
\ndesignation by filing another written Beneficiary designation with the
\nCommittee. The latest Beneficiary designation received by the Committee shall be
\ncontrolling. If no Beneficiary is named by a Non-Employee Director or if he
\nsurvives all of his named Beneficiaries, the Deferral Account shall be paid in
\nthe following order of precedence:<\/p>\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

the Non-Employee Director153s spouse;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

the Non-Employee Director153s children (including adopted children), per
\nstirpes; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

the Non-Employee Director153s estate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-4<\/p>\n

\n

A-9 Form of Payment<\/u>. The payment of that portion of a Deferral Account
\ndeemed to be invested in the Interest Account shall be made in cash. The
\ndistribution of that portion of a Deferral Account deemed to be invested in the
\nShare Equivalent Account shall be distributed in whole Shares with fractional
\nshares distributed in cash.<\/p>\n

A-10 Unforeseeable Financial Emergency<\/u>. If the Committee or its
\ndesignee determines that a Non-Employee Director has incurred an Unforeseeable
\nFinancial Emergency (as defined below), the Non-Employee Director may withdraw
\nin cash and\/or Shares the portion of the balance of his Deferral Account needed
\nto satisfy the Unforeseeable Financial Emergency, to the extent that the
\nUnforeseeable Financial Emergency may not be relieved through reimbursement or
\ncompensation by insurance or otherwise or by liquidation of the Non-Employee
\nDirector153s assets, to the extent the liquidation of such assets would not itself
\ncause severe financial hardship. An “Unforeseeable Financial Emergency” is a
\nsevere financial hardship to the Non-Employee Director resulting from (i) a
\nsudden and unexpected illness or accident of the Non-Employee Director or of a
\ndependent of the Non-Employee Director; (ii) loss of the Non-Employee Director153s
\nproperty due to casualty; or (iii) such other similar extraordinary and
\nunforeseeable circumstances arising as a result of events beyond the control of
\nthe Non-Employee Director as determined by the Committee. A withdrawal on
\naccount of an Unforeseeable Financial Emergency shall be paid as soon as
\npossible following the date on which the withdrawal is approved.<\/p>\n

A-11 Funding<\/u>. Benefits payable under the Grandfathered Deferral
\nProgram to any Non-Employee Director shall be paid directly by the Corporation.
\nThe Corporation shall not be required to fund, or otherwise segregate assets to
\nbe used for payment of benefits under the Grandfathered Deferral Program.
\nNotwithstanding the foregoing, the Corporation, in the discretion of the
\nCommittee, may maintain one or more grantor trusts (“Trust”) to hold assets to
\nbe used for payment of benefits under the Grandfathered Deferral Program. The
\nassets of the Trust shall remain the assets of the Corporation subject to the
\nclaims of its general creditors. Any payments by a Trust of benefits provided to
\na Non-Employee Director under the Grandfathered Deferral Program shall be
\nconsidered payment by the Corporation and shall discharge the Corporation of any
\nfurther liability under the Grandfathered Deferral Program for such payments.\n<\/p>\n

A-12 Interests Not Transferable<\/u>. No benefit payable at any time under
\nthe Grandfathered Deferral Program shall be subject in any manner to alienation,
\nsale, transfer, assignment, pledge, attachment, or other legal process, or
\nencumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge
\nor otherwise encumber any such benefits, whether currently or thereafter
\npayable, shall be void. No person shall, in any manner, be liable for or subject
\nto the debts or liabilities of any person entitled to such benefits. If any
\nperson shall attempt to, or shall alienate, sell, transfer, assign, pledge or
\notherwise encumber his benefits under the Grandfathered Deferral Program, or if
\nby any reason of his bankruptcy or other event happening at any time, such
\nbenefits would devolve upon any other person or would not be enjoyed by the
\nperson entitled thereto under the Grandfathered Deferral Program, then the
\nCommittee, in its discretion, may terminate the interest in any such benefits of
\nthe person entitled thereto under the Grandfathered Deferral Program and hold or
\napply them for or to the benefit of such person entitled thereto under the
\nGrandfathered Deferral Program or his spouse, children or other dependents, or
\nany of them, in such manner as the Committee may deem proper.<\/p>\n

A-13 Forfeitures and Unclaimed Amounts<\/u>. Unclaimed amounts shall
\nconsist of the amounts of the Deferral Account of a Non-Employee Director that
\nare not distributed because of the Committee153s inability, after a reasonable
\nsearch, to locate a Non-Employee Director or his Beneficiary, as applicable,
\nwithin a period of two (2) years after the Distribution Date upon which the
\npayment of any benefits becomes due. Unclaimed amounts shall be forfeited at the
\nend of such two-year period. These forfeitures will reduce the obligations of
\nthe Corporation under the Grandfathered Deferral Program and the Non-Employee
\nDirector or Beneficiary, as applicable, shall have no further right to his
\nDeferral Account.<\/p>\n

A-5<\/p>\n

\n

SUPPLEMENT B <\/u><\/strong><\/p>\n

DEFERRAL PROGRAM <\/u><\/strong><\/p>\n

B-1 Purpose<\/u>. The purpose of this Supplement B to the Sara Lee
\nCorporation 1999 Non-Employee Director Stock Plan is to provide Non-Employee
\nDirectors with the opportunity to defer the payment of (i) Awards granted prior
\nto July 1, 2005 that vest on or after January 1, 2005 and (ii) Annual Retainers
\nand\/or Committee Cash Retainer payable on and after January 1, 2006 in
\ncompliance with the provisions of Section 409A of the Internal Revenue Code. The
\ndeferral program under this Supplement B (the “Deferral Program”) shall be
\nadministered on the basis of the calendar year (the “Program Year”).<\/p>\n

B-2 Rules for Deferral and Re-Deferral Elections<\/u>. All Non-Employee
\nDirectors shall be eligible to participate in the Deferral Program on the later
\nof the day they are first elected or begin service as a Non-Employee Director or
\nthe date on which Deferral Program materials and election forms are mailed to
\nthem. Any Eligible Director may make irrevocable elections to defer receipt of
\nall or any portion not less than 25 percent of his Annual Retainer and\/or
\nCommittee Cash Retainer (each such election shall be referred to as a “Deferral
\nElection”) and all or any portion not less than 25 percent of any Award granted
\nunder the Plan prior to July 1, 2005 that has not vested (an “Award Deferral
\nElection”)(any amounts deferred pursuant to such elections is referred to as a
\n“Deferral”) for a Program Year in accordance with the rules set forth below.\n<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

A Non-Employee Director shall be eligible to make a Deferral or Award
\nDeferral Election only if he is an active member of the Board, or has been
\nelected to the Board on the date such election is made.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

For a Program Year, a Non-Employee Director may make no more than one
\nDeferral Election with respect to the Non-Employee Director153s Annual Retainer
\nand\/or Committee Cash Retainer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

All Deferral and Award Deferral Elections must be made in writing on such
\nforms as the Committee may prescribe and must be received by the Committee no
\nlater than the date specified by the Committee. In no event will the date
\nspecified by the Committee with respect to a Deferral Election be later than the
\nend of the Program Year preceding the Program Year in which the period of
\nservice for which the Annual Retainer or Committee Cash Retainer payment relates
\nand in no event will the date specified by the Committee with respect to an
\nAward Deferral be later than the end of the second Program Year preceding the
\nProgram Year in which the Award vests. In the case of the first year in which
\nthe Non-Employee Director becomes eligible to participate, such election must be
\nmade prior to the thirtieth day following the date the Non-Employee Director
\nbecomes eligible to participate and if made after the date the Non-Employee
\nDirector is first elected to or begins service on the Board such election may be
\nmade with respect to not more that 90% of the Annual Retainer, Committee Cash
\nRetainer and any Award for the Non-Employee Director153s first year of service.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

As part of each Deferral and Award Deferral Election, the Non-Employee
\nDirector must specify the date on which the Deferral will be paid or commence (a
\n“Distribution Date”). The Distribution Dates specified in a Non-Employee
\nDirector153s Deferral Elections may, but need not necessarily, be the same for all
\nDeferrals. Except as provided in subsection (f) below, each Distribution Date is
\nirrevocable and shall apply only to that portion of the Non-Employee Director153s
\nDeferral Account which is attributable to the Deferral.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

The Distribution Date selected by a Non-Employee Director as part of a
\nDeferral Election shall not be earlier than the January 1 immediately following
\nthe first anniversary of the date on which the Deferral Election is made. The
\nDistribution Date selected by a Non-Employee Director as part of an Award
\nDeferral Election shall not be earlier than the first anniversary of the date
\nthe Award would otherwise have vested.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(f)<\/p>\n<\/td>\n

\n

A Non-Employee Director may make an irrevocable election to extend a
\nDistribution Date (a “Re-Deferral Election”); provided, that no Re-Deferral
\nElection shall be effective unless (i) the Committee receives the election not
\nlater than 12 months prior to the Distribution Date to be changed, and (ii) the
\nnew Distribution Date is not earlier than the fifth anniversary of the prior
\nDistribution Date. All Re-Deferral Elections must be made in writing on such
\nforms and pursuant to such rules as the Committee may prescribe.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(g)<\/p>\n<\/td>\n

\n

As part of each Deferral and Award Deferral Election, a Non-Employee Director
\nmust elect the form in which the Deferral will be paid beginning on the selected
\nDistribution Date. The Deferral may be paid in a single lump sum or in
\nsubstantially equal annual installments over a period not exceeding ten years as
\nprovided under paragraph B-6. Except as provided in paragraph B-6, a
\nNon-Employee Director153s election as to the form of payment shall be irrevocable.
\nIf the Non-Employee Director elects an installment method of payment the
\nDistribution Date must be in January. If a Non-Employee Director fails to elect
\na method of payment, such payment shall be payable in a single lump sum.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(h)<\/p>\n<\/td>\n

\n

As part of each Deferral and Award Deferral Election, a Non-Employee Director
\nmust elect the investment alternatives that shall apply to the Deferral in
\naccordance with paragraphs B-4 and B-5.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

\n

Deferral and Award Deferral Elections shall be irrevocable; provided that if
\nthe Committee determines that a Non-Employee Director has an Unforeseeable
\nFinancial Emergency (as defined in paragraph B-10), then the Non-Employee
\nDirector153s Deferral Elections then in effect shall be revoked with respect to
\nall amounts not previously deferred.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-3 Deferral Accounts<\/u>. All amounts deferred pursuant to a Non-Employee
\nDirector153s Deferral and Award Deferral Elections under the Deferral Program
\nshall be allocated to a bookkeeping account in the name of the Non-Employee
\nDirector (a “Deferral Account”) and the Committee shall maintain a separate
\nsubaccount under a Non-Employee Director153s Deferral Account for each Deferral.
\nDeferrals shall be credited to the Deferral Account as of the Deferral Crediting
\nDate coinciding with or next following the date on which, in the absence of a
\nDeferral Election, the Non-Employee Director would otherwise have received the
\nDeferral. A “Deferral Crediting Date” shall mean the business day coinciding
\nwith or next following the 15th day of each calendar month and the business day
\ncoinciding with or next following the last day of each calendar month. A
\nNon-Employee Director shall be fully vested at all times in the balance of his
\nDeferral Account.<\/p>\n

B-4 Investment Alternatives<\/u>. A Non-Employee Director must make an
\ninvestment election at the time of each Deferral and Award Deferral Election.
\nThe investment election must be made in writing on such forms and pursuant to
\nsuch rules as the Committee may prescribe, subject to paragraph B-5, and shall
\ndesignate the portion of the Deferral which is to be treated as invested in each
\ninvestment alternative. The two investment alternatives shall be as follows:\n<\/p>\n

B-2<\/p>\n

\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

Share Equivalent Account<\/u>. Under the Share Equivalent Account, the
\nvalue of the Non-Employee Director153s Deferral shall be determined as if the
\nDeferral were invested in Shares as of the Deferral Crediting Date. If payment
\nof Shares or Restricted Stock Units is deferred, the number of Share equivalents
\nto be credited to the Non-Employee Director153s Deferral Account and appropriate
\nsubaccounts on each Deferral Crediting Date shall equal the number of Shares or
\nRestricted Stock Units deferred. If payment of cash is deferred, the number of
\nShare equivalents to be credited to the Non-Employee Director153s Deferral Account
\nand appropriate subaccounts on each Deferral Crediting Date shall be determined
\nby dividing the Deferral to be “invested” on that date by the Fair Market Value
\nof a Share on that date. Fractional Share equivalents will be computed to two
\ndecimal places. An amount equal to the number of Share equivalents multiplied by
\nthe dividend paid on a Share on each dividend payment date shall be credited to
\nthe Non-Employee Director153s Deferral Account and appropriate subaccount as of
\nthe Deferral Crediting Date coincident with or next following the dividend
\npayment date and “invested” in additional Share equivalents as though such
\ndividend credits were a Deferral. The number of Shares to be paid to a
\nNon-Employee Director on a Distribution Date shall be equal to the number of
\nShare equivalents accumulated in the Share Equivalent Account on the
\nDistribution Date divided by the total of the payments to be made. All payments
\nfrom the Share Equivalent Account shall be made in whole Shares with fractional
\nShares distributed in cash.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Interest Account<\/u>. Under the Interest Account, interest will be
\ncredited to the Non-Employee Director153s Deferral Account as of the business day
\ncoinciding with or next following each June 30 and December 31 (a “Valuation
\nDate”) and on the date the final payment of a Deferral is to be made based on
\nthe balance in the Non-Employee Director153s Deferral Account deemed invested in
\nthe Interest Account on the Valuation Date or such final payment date. The rate
\nof interest to be credited for a Program Year will be set at the beginning of
\neach Program Year and will equal the cost to the Corporation of issuing
\nfive-year maturity debt or, in the event such cost is determined not to satisfy
\nthe independence criteria under Section 409A of the Code and the guidance issued
\nthereunder, such other independently established interest rate that the
\nCorporation elects to use that satisfies such independence criteria. If
\ninstallment payments are elected, the amount to be paid to the Non-Employee
\nDirector on a Distribution Date shall be determined as follows: the amount of
\nthe principal payment of each installment shall be determined by dividing the
\ncurrent principal balance by the number of remaining installment payments and
\nthe amount of the interest payment shall be determined by dividing the current
\ninterest balance by the number of remaining installment payments. All payments
\nfrom the Interest Account shall be made in cash.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-5 Investment Elections and Changes<\/u>. A Non-Employee Director153s
\ninvestment elections shall be subject to the following rules:<\/p>\n\n\n\n
<\/td>\n\n

(a)<\/p>\n<\/td>\n

\n

With respect to Annual Retainer or Committee Retainer payments that would
\nhave been paid in the form of cash, if the Non-Employee Director fails to make
\nan investment election with respect to a Deferral, the Deferral shall be deemed
\nto be invested in the Interest Account.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-3<\/p>\n

\n\n\n\n
<\/td>\n\n

(b)<\/p>\n<\/td>\n

\n

Any Deferral attributable to an Award Deferral, restricted or otherwise,
\nshall automatically be deemed to be invested in the Share Equivalent Account.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(c)<\/p>\n<\/td>\n

\n

All investments in the Share Equivalent Account shall be irrevocable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(d)<\/p>\n<\/td>\n

\n

A Non-Employee Director may elect to transfer amounts invested in the
\nInterest Account to the Share Equivalent Account as of any Valuation Date by
\nfiling an investment change election with the Committee prior to the Valuation
\nDate the change is to become effective. The amount elected to be transferred to
\nthe Share Equivalent Account shall be treated as invested in Share equivalents
\nas of the Valuation Date and the number of Share equivalents to be credited to
\nthe Non-Employee Director153s Deferral Account and appropriate subaccounts as of
\nthe Valuation Date shall be determined by dividing the amount to be transferred
\nby the Fair Market Value on such Valuation Date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(e)<\/p>\n<\/td>\n

\n

Until invested as of the Deferral Crediting Date in either the Interest
\nAccount or Share Equivalent Account, a Non-Employee Director153s Deferral shall be
\ncredited with interest in such amount as the Committee may determine.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-6 Time and Method of Payment<\/u>. Payment of a Non-Employee Director153s
\nDeferral shall be made in a single lump sum or shall commence in installments as
\nelected by the Non-Employee Director in the Deferral Election. A Non-Employee
\nDirector may make a one-time election after the original Deferral Election to
\nchange the method of payment elected by the Non-Employee Director; provided,
\nthat such election shall not be effective unless the election to change the
\nmethod of payment is received by the Committee not later that 12 months prior to
\nthe Distribution Date specified in the original Deferral Election. If a
\nNon-Employee Director has elected installment payments as the method of payment,
\nhe may not elect a single lump sum or installments over a shorter period. In
\naddition, a Non-Employee Director may make a one-time election to change the
\nmethod of payment of an Award; provided that such election shall not be
\neffective unless the election to change the method of payment is received by the
\nCommittee not later than 12 months prior to the date the Award is to be
\ndistributed. If a Non-Employee Director has elected a single lump sum and later
\nelects installment payments, such election shall constitute a Re-Deferral and
\nwill require a new Distribution Date that is not earlier than the fifth
\nanniversary of the previous Distribution Date. If a Non-Employee Director153s
\nDeferral Account is payable in a single lump sum, the payment shall be made as
\nsoon as practicable following the Distribution Date but not later than 30 days
\nfollowing the Distribution Date. If a Non-Employee Director153s Deferral Account
\nis payable in installment payments, then the Non-Employee Director153s Deferral
\nAccount shall be paid in substantially equal annual installments over the period
\nas elected by the Non-Employee Director in the Deferral Election commencing as
\nsoon as practicable following the Distribution Date but not later than 30 days
\nfollowing the Distribution Date.<\/p>\n

B-7 Payment Upon Death of a Non-Employee Director<\/u>. In the event a
\nNon-Employee Director dies before all amounts credited to his Deferral Account
\nhave been paid, payment of the Non-Employee Director153s Deferral Account shall be
\nmade in a single sum payment as soon as practicable thereafter.<\/p>\n

B-8 Beneficiary<\/u>. A Non-Employee Director153s Beneficiary shall mean the
\nindividual(s) or entity designated by the Non-Employee Director to receive the
\nbalance of the Non-Employee Director153s Deferral Account in the event of the
\nNon-Employee Director153s death prior to the payment of his entire Deferral
\nAccount. To be effective, any Beneficiary designation shall be filed in writing
\nwith the Committee. A Non-Employee Director may revoke an existing Beneficiary
\ndesignation by filing another written Beneficiary designation with the
\nCommittee. The latest Beneficiary designation received by the Committee shall be
\ncontrolling. If no Beneficiary is named by a Non-Employee Director or if he
\nsurvives all of his named Beneficiaries, the Deferral Account shall be paid in
\nthe following order of precedence:<\/p>\n

B-4<\/p>\n

\n\n\n\n
<\/td>\n\n

(1)<\/p>\n<\/td>\n

\n

the Non-Employee Director153s spouse;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(2)<\/p>\n<\/td>\n

\n

the Non-Employee Director153s children (including adopted children), per
\nstirpes; or<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

(3)<\/p>\n<\/td>\n

\n

the Non-Employee Director153s estate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

B-9 Form of Payment<\/u>. The payment of that portion of a Deferral Account
\ndeemed to be invested in the Interest Account shall be made in cash. The
\ndistribution of that portion of a Deferral Account deemed to be invested in the
\nShare Equivalent Account shall be distributed in whole Shares with fractional
\nshares distributed in cash.<\/p>\n

B-10 Unforeseeable Financial Emergency<\/u>. If the Committee or its
\ndesignee determines that a Non-Employee Director has incurred an Unforeseeable
\nFinancial Emergency (as defined below), the Non-Employee Director may withdraw
\nin cash and\/or Shares the portion of the balance of his Deferral Account needed
\nto satisfy the Unforeseeable Financial Emergency, to the extent that the
\nUnforeseeable Financial Emergency may not be relieved through reimbursement or
\ncompensation by insurance or otherwise or by liquidation of the Non-Employee
\nDirector153s assets, to the extent the liquidation of such assets would not itself
\ncause severe financial hardship. An “Unforeseeable Financial Emergency” is a
\nsevere financial hardship to the Non-Employee Director resulting from (i) a
\nsudden and unexpected illness or accident of the Non-Employee Director or of a
\ndependent of the Non-Employee Director; (ii) loss of the Non-Employee Director153s
\nproperty due to casualty; or (iii) such other similar extraordinary and
\nunforeseeable circumstances arising as a result of events beyond the control of
\nthe Non-Employee Director as determined by the Committee. A withdrawal on
\naccount of an Unforeseeable Financial Emergency shall be paid as soon as
\npossible following the date on which the withdrawal is approved.<\/p>\n

B-11 Funding<\/u>. Benefits payable under the Deferral Program to any
\nNon-Employee Director shall be paid directly by the Corporation. The Corporation
\nshall not be required to fund, or otherwise segregate assets to be used for
\npayment of benefits under the Deferral Program. Notwithstanding the foregoing,
\nthe Corporation, in the discretion of the Committee, may maintain one or more
\ngrantor trusts (“Trust”) to hold assets to be used for payment of benefits under
\nthe Deferral Program. The assets of the Trust shall remain the assets of the
\nCorporation subject to the claims of its general creditors. Any payments by a
\nTrust of benefits provided to a Non-Employee Director under the Deferral Program
\nshall be considered payment by the Corporation and shall discharge the
\nCorporation of any further liability under the Deferral Program for such
\npayments.<\/p>\n

B-12 Interests Not Transferable<\/u>. No benefit payable at any time under
\nthe Deferral Program shall be subject in any manner to alienation, sale,
\ntransfer, assignment, pledge, attachment, or other legal process, or encumbrance
\nof any kind. Any attempt to alienate, sell, transfer, assign, pledge or
\notherwise encumber any such benefits, whether currently or thereafter payable,
\nshall be void. No person shall, in any manner, be liable for or subject to the
\ndebts or liabilities of any person entitled to such benefits. If any person
\nshall attempt to, or shall alienate, sell, transfer, assign, pledge or otherwise
\nencumber his benefits under the Deferral Program, or if by any reason of his
\nbankruptcy or other event happening at any time, such benefits would devolve
\nupon any other person or would not be enjoyed by the person entitled thereto
\nunder the Deferral Program, then the Committee, in its discretion, may terminate
\nthe interest in any such benefits of the person entitled thereto under the
\nDeferral Program and hold or apply them for or to the benefit of such person
\nentitled thereto under the Deferral Program or his spouse, children or other
\ndependents, or any of them, in such manner as the Committee may deem proper.\n<\/p>\n

B-5<\/p>\n

\n

B-13 Forfeitures and Unclaimed Amounts<\/u>. Unclaimed amounts shall
\nconsist of the amounts of the Deferral Account of a Non-Employee Director that
\nare not distributed because of the Committee153s inability, after a reasonable
\nsearch, to locate a Non-Employee Director or his Beneficiary, as applicable,
\nwithin a period of two (2) years after the Distribution Date upon which the
\npayment of any benefits becomes due. Unclaimed amounts shall be forfeited at the
\nend of such two-year period. These forfeitures will reduce the obligations of
\nthe Corporation under the Deferral Program and the Non-Employee Director or
\nBeneficiary, as applicable, shall have no further right to his Deferral Account.\n<\/p>\n

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