Share Award Agreement (2002)Full Document 

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                              SHARE AWARD AGREEMENT

      This SHARE AWARD AGREEMENT ("Share Award") is dated as of October 2, 2002
and is effective as of October 1, 2002 (the "Date of Grant") by and between
Interstate Bakeries Corporation, a Delaware corporation ("IBC"), and Mr. Charles
A. Sullivan, a director of IBC (the "Grantee").

      Capitalized terms which are used in this Share Award that have not been
defined have the definitions provided in IBC's 1996 Stock Incentive Plan (the
"Plan") in effect as of the date of this Share Award. A copy of the Plan is
available upon request from IBC.


                                    Recitals

     A. IBC previously employed the Grantee, as Chairman of the Board and Chief
Executive Officer, pursuant to the terms of an Employment Agreement dated March
1, 1989, as amended by a Memorandum of Agreement dated May 16, 1991 and a
Restated Memorandum of Agreement dated July 22, 1992 (as amended, the
"Employment Agreement").

     B. The Grantee previously announced his decision to retire effective
September 30, 2002 and, as of that date, the Grantee was no longer an employee
or an officer of IBC or any of its affiliates.

     C. In connection with reviewing IBC's executive compensation levels and the
anticipated retirement of the Grantee, IBC's compensation committee hired the
executive compensation consulting firm of Pearl Meyer & Partners ("Pearl Meyer")
to among other things evaluate IBC's retirement benefit and executive
compensation programs, including its current CEO compensation level, as compared

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