CONSULTING AND RETIREMENT AGREEMENT

                       -----------------------------------



         Sara Lee Corporation (the "Company") and Paul J. Lustig ("Executive")

enter into this Consulting and Retirement Agreement (this "Agreement") on the

30th day of January, 2002.



                              W I T N E S S E T H:

                              - - - - - - - - - -



  WHEREAS, Executive is employed by the Company as an Executive Vice President;

         WHEREAS, Executive and the Company desire to enter into an agreement

relating to Executive's retirement.



         NOW, THEREFORE, in consideration of the covenants and mutual promises

herein contained, it is agreed as follows:



1.   Retirement Date.  The Executive's Retirement Date shall be November 1,

2001. Until the Retirement Date, Executive shall continue as an employee of the

Company. Executive hereby resigns his employment and all appointments he holds

with the Company and its affiliates effective as of the Retirement Date.

Executive understands and agrees that his employment with the Company will

conclude on the close of business on the Retirement Date.



2.   Salary Continuation Payments.



(a)  The Company agrees to continue to pay Executive, commencing on the day

following the Retirement Date and ending on June 30, 2005 (the "Salary

Continuation Period"), the gross amount of $1,312,500.00 in 44 equal monthly

installments of $29,829.55 in accordance with the Company's normal payroll

practices (collectively, the "Salary Continuation Payments"), less all

applicable withholding taxes and other customary payroll deductions. The Salary

Continuation Payments will commence on the first payroll date following the

Retirement Date or following the eighth day after the Executive has signed this

Agreement without revoking it pursuant to Paragraph 16(b) below, whichever is

later.



(b)  In the event of the Executive's death during the Salary Continuation

Period, the Salary Continuation Payments, and any awards under the LTPIP and GIS

referred to in Subparagraphs 6(b) and 6(c), shall be payable to the beneficiary

designated by the Executive under this Agreement and delivered to the Company

or, if none, to his estate and, except to the extent benefits contemplated by

this Agreement are provided by their terms to be paid to Executive's heirs and

beneficiaries, the Company shall have no further obligations to Executive's

beneficiaries under this Agreement.



(c)  The Salary Continuation Payments shall cease if the Executive becomes

reemployed by the Company or any enterprise in which the Company owns a

controlling interest, provided the Company owns such controlling interest at the

time Executive commences such employment.



3.   Receipt of Other Compensation. Executive acknowledges and agrees that,

other than as specifically set forth in this Agreement, following the Retirement

Date, he is not and will not be due any compensation, including, but not limited

to, compensation for unpaid salary (except for amounts unpaid and owing for

Executive's employment with the Company and its affiliates prior to the

Retirement Date), unpaid bonus, severance and



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accrued or unused vacation time or vacation pay from the Company or any of its

affiliates, and as of and after the Retirement Date, except as provided herein,

he will not be eligible to participate, except as a retired employee, in any of

the compensation or benefit plans of the Company or any of its affiliates,

including, without limitation, the Company's Consolidated Pension and Retirement

Plan, Employee Stock Ownership Plan ("ESOP"), 401(k) Supplemental Savings Plan,

stock purchase plan, travel accident insurance, personal accident insurance,

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