CONSULTING AND RETIREMENT AGREEMENT





     Sara Lee Corporation (the "Company") and John H. Bryan ("Executive") enter

into this Consulting and Retirement Agreement (this "Agreement") on the 25th day

of February, 2000 (the "Effective Date").



                            I N T R O D U C T I O N:

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



     The Executive is the Chairman of the Board of Directors and Chief Executive

Officer of the Company;



     The Executive has advised the Company that he intends to step down as

Chairman of the Board of Directors of the Company on October 5, 2001, when he

attains the age of sixty-five, and that he intends to retire as an employee of

the Company on December 31, 2001.



     The Company desires to retain the Executive as a director and consultant

following Executive's retirement.



     NOW, THEREFORE, in consideration of the mutual promises contained in this

Agreement, the Executive and the Company agree as follows:



     1.   RETIREMENT TRANSITION AND SUCCESSION PLANNING. Executive agrees to

continue in his current position as Chairman of the Board of Directors and Chief

Executive Officer until June 30, 2000. Upon the election of a successor Chief

Executive Officer, effective July 1, 2000, the Executive will relinquish his

duties as Chief Executive Officer. From July 1, 2000 through October 5, 2001

(the date of Executive's 65th birthday), Executive agrees to continue to serve,

if re-elected, as Chairman of the Board of Directors of the Company, provided he

is then able to carry out the duties and responsibilities of Chairman. On

October 5, 2001, Executive intends to relinquish his duties as Chairman of the

Board of Directors. Executive agrees to continue to serve as a director of the

Company after October 5, 2001, as provided in Section 2(a). From and after

October 5, 2001, Executive shall have the honorary title of Chairman Emeritus.

Executive plans to retire as an employee of the Company on December 31, 2001.

For purposes of this Agreement, December 31, 2001 shall be the Executive's

Retirement Date. At his Retirement Date, Executive's employment with the Company

shall conclude.



     2.   CONTINUING BOARD SERVICE.



     (a)  Executive has been advised by the Board Affairs and Corporate

Governance Committee of the Company's Board of Directors (the "Committee") that

the Committee presently intends to nominate the Executive for re-election as a

director of the Company. During the Consulting Period (as defined in Section 6)

Executive consents to be named by the Committee as a candidate for election to

the Board of Directors and, if elected, to serve as a director of the Company,

provided he is then able to carry out the duties and responsibilities of a

director. Following Executive's Retirement Date, Executive shall be compensated

for his services as a director of the Company in the same manner as other

non-employee directors of the Company.





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     (b)  Executive has been advised by the Supervisory Board of the Company's

subsidiary, Sara Lee/DE, N.V., that the Supervisory Board intends to nominate

Executive for re-election as a member of the Supervisory Board. During the

Consulting Period, Executive agrees to serve as a member of the Supervisory

Board of Sara Lee/DE, N.V., if elected, and provided he is then able to carry

out the duties and responsibilities of a Supervisory Board member. On and prior

to the Retirement Date, Executive shall not be compensated for his services as a

Supervisory Board member. Following Executive's Retirement Date, Executive shall

be compensated in the same manner as other Supervisory Board members who are not

employees of the Company.



     3.   COMPENSATION PRIOR TO THE RETIREMENT DATE.



     (a)  The Executive shall continue to receive his current compensation and

benefits through the Retirement Date.



     (b)  Executive shall be eligible to receive Executive's full bonus earned

under the Short-Term (Annual) Bonus Plan of the Company for the Company's fiscal

years 2000 and 2001 and a pro-rated bonus (50%) for the Company's fiscal year

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