SARA LEE CORPORATION
STOCKHOLDER ALERT
Three First National Plaza
Chicago, Illinois 60602-4260
312 726 2600
You will receive a solicitation from a self-appointed "Sara
Lee Shareholders Committee," concerning two proposals which they
are sponsoring and which appear in Sara Lee's 1994 proxy
statement ("Proposals"). Sara Lee strongly believes that this
solicitation is misleading.
The Sara Lee Shareholders Committee was conceived by the
United Food & Commercial Workers Local 120, Oakland, California
("Union"). The Union, which represents approximately 100
employees, and Sara Lee recently agreed to a collective
bargaining agreement after a protracted negotiation. Although
submitted by two individual stockholders, the Proposals were
prepared by the Union's attorneys. The Union enlisted the two
stockholders to submit the Proposals under their respective
names, and, in fact, this Committee consists of only the two
members brought together by the Union. It should be noted that
the Committee's address and its telephone number are those of the
Union's headquarters in Oakland. The stockholders reside in
Skokie, Illinois, and Providence, Rhode Island. We believe this
solicitation to be a continuation of the Union's harassment
campaign against Sara Lee which began more than a year ago.
Sara Lee did not provide the Union with the names and addresses
of the stockholders who will receive the solicitation. Stamped
envelopes were provided to us by the Union, and we attached the
mailing labels to them, as is required under the proxy rules of
the Securities and Exchange Commission. Sara Lee has good reason
to believe that any stockholder who responds to the Union's
questionnaire will be solicited for funds to recoup a portion of
the Union's expenses, including attorney fees, incurred in its
solicitation activities.
One Proposal in the solicitation is entitled "Shareholder
Proposal Against Golden Parachutes." Sara Lee does not have any
so-called golden parachute arrangements which would become
operable upon a change of control. The Union's use of this term
is erroneous and inflammatory.
The solicitation also refers to comparative compensation paid
to chief executive officers of conveniently selected
corporations, most of which are substantially smaller than Sara
Lee, in different businesses (i.e. chewing gum, spices, dairy
products, candy, pet foods) and less global. We believe it is
not a meaningful comparison of executive compensation. Sara
Lee's compensation committee uses a peer group consisting of 19
consumer products companies of comparable size (e.g., General
Mills, PepsiCo and Colgate-Palmolive) for competitive
compensation and performance comparisons. It is the opinion of
Frederic W. Cook & Co., the independent compensation consultant
to the compensation committee of the board of directors, that Mr.
Bryan's total compensation is and has been at approximately the
median of this peer group, a position supported by our relative
size and performance.
The solicitation infers that since the members of Sara Lee's
compensation committee are, or were formerly, senior executives
of other corporations, their actions are biased in favor of
excessive compensation. This inference is insulting and
unwarranted. The members of the compensation committee are
independent directors who act only in the best interests of Sara
Lee and its stockholders.
/s/ Gordon H. Newman
___________________________________
Gordon H. Newman
Senior Vice President and Secretary
September 20, 1994
