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Form of FY11 Stock Option

This is an actual contract by Sara Lee.

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Sectors: Food, Beverages and Tobacco
Governing Law: Illinois, View Illinois State Laws
Effective Date: August 26, 2010
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Exhibit 10.6


1998 Long-Term Incentive Stock Plan

Stock Option Grant Notice and Agreement


Sara Lee Corporation (the " Company" ) is pleased to confirm that you have been granted a stock option (an " Option" ), effective as of August 26, 2010 (the " Grant Date" ), as provided in this Stock Option Grant Notice and Agreement (the " Grant Notice and Agreement" ):

1. Option Right. Your Option is to purchase, on the terms and conditions set forth below, the following number of shares (the " Option Shares" ) of the Company' s Common Stock, par value $.01 per share (the " Common Stock" ) at the exercise price specified below (the " Exercise Price" ).

Number of Option Shares

Exercise Price Per Option

which vests as follows:

100% on August 31, 2013

2. Acceptance of Terms and Conditions. By acknowledging and accepting this Option, you agree to be bound by the terms and conditions contained in this Grant Notice and Agreement, the Plan and any and all conditions established by the Company in connection with Options issued under the Plan, and understand that this Option neither confers any legal or equitable right (other than those rights constituting the Option itself) against the Company directly or indirectly, nor does it give rise to any cause of action at law or in equity against the Company. In order to vest in the Option described in this Grant Notice and Agreement, you must accept this Option.

3. Option. This Option is a non-qualified stock option that is intended to conform in all respects with the 1998 Long-Term Incentive Stock Plan (the " Plan" ), a copy of which has been provided to you, and the provisions of which are incorporated herein by reference. This Option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.

4. Expiration Date. This Option expires on the tenth anniversary of the Grant Date (the " Expiration Date" ), subject to earlier expiration upon your death, disability or other termination of employment, as provided below.

5. Vesting. This Option may be exercised only to the extent it has vested. Subject to paragraphs 6 and 7 below, if you are continuously employed by the Company or any of its subsidiaries (collectively, the " Sara Lee Companies" ) from the Grant Date until the Vesting Date, this Option will vest as indicated above on that Vesting Date.

6. Death, Total Disability or Retirement. If you cease active employment (i.e., cease to be coded as active on the payroll system) with the Sara Lee Companies, because of your death or because you become Totally Disabled (as defined under the appropriate long term disability benefit plan if applicable), your Option Shares will vest immediately and the last date on which your Option Shares may be exercised will be the earlier of five years from the date of death or disability or the expiration date of

this award. In the case of your attaining age 55 or older and, if you have at least 10 years of service with the Sara Lee Companies when your employment terminates or attain age 65 regardless of service, the Option will continue to vest after your termination and the last date on which your Option Shares may be exercised will be the Expiration Date. These provisions apply only to the awards granted herein; other types of awards may have different provisions.

7. Involuntary Termination, Voluntary Termination and Non-Severance Event Termination.

(a) Involuntary Termination . If your employment with the Sara Lee Companies is terminated and you are eligible to receive severance benefits under the Sara Lee Corporation Severance Plan for Corporate Officers, the Severance Pay Plan, the Severance Pay Plan for Executives, the Severance Pay Plan for Certain Events or any other written severance plan of the Company (collectively, a " Severance Event Termination" ), the last day on which this Option may be exercised is the earlier of (i) the Expiration Date or (ii) 90 days following your employment termination date. This Option will not continue to vest through your severance period.

In the event that the division, business unit or business segment of the Company to which at least 80% of your time is dedicated or from which you are on leave of absence is sold, closed, spun off or otherwise divested and, as a result of such transaction, your employment with the Sara Lee Companies is terminated, all Option Shares will vest as of the closing date of the transaction and be exercisable for six months following the closing date of the transaction, subject to the provisions of paragraph 6, unless otherwise determined by the Company. This provision does not apply with respect to any transaction that would be considered a Change of Control as defined in Article X of the Plan.

(b) Voluntary Termination and Non-Severance Event Termination . If your employment terminates for reasons other than those described in 6 and 7(a), (i.e., you voluntarily terminate your employment with the Sara Lee Companies or your employment is terminated by the Sara Lee Companies and you are not eligible for severance pay under the Company' s severance plans), then this Option shall terminate 90 days after the date of your termination of employment. Vestin
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