0000950137-06-010862 Sample Contracts

Alvarez & Marsal, LLC Letterhead]
Interstate Bakeries Corp/De/ • October 6th, 2006 • Bakery products

Pursuant to the letter agreement dated October 14, 2004, which amended and restated prior letter agreements dated September 21, 2004, and August 27, 2004, by and between Alvarez and Marsal, LLC (“A&M”) and Interstate Bakeries Corporation (“IBC” or the “Company”) (as amended, the “Agreement”), this letter confirms the mutual agreement between the Board of Directors of IBC and A&M with respect to the incentive compensation contemplated by Section 2(e) of the Agreement. Any capitalized terms contained herein and not otherwise defined shall carry the meanings set forth in the Agreement.

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MANAGEMENT CONTINUITY AGREEMENT
Management Continuity Agreement • October 6th, 2006 • Interstate Bakeries Corp/De/ • Bakery products • Missouri

This MANAGEMENT CONTINUITY AGREEMENT (this “Agreement”), is entered into by and between Interstate Bakeries Corporation (“IBC”), a Delaware corporation, and Ronald B. Hutchison, an individual (the “Executive”).

Alvarez & Marsal, LLC Letterhead]
Interstate Bakeries Corp/De/ • October 6th, 2006 • Bakery products

This letter amends and restates the letter agreements dated September 21, 2004 and August 27, 2004 by and between Alvarez & Marsal, LLC (“A&M”) and Interstate Bakeries Corporation (“IBC”) (as amended and restated, “this Agreement”). You have requested that A&M modify its engagement as set forth herein, and A&M is willing to do so. As part of those modifications, you have requested that certain of IBC’s affiliates become parties to this Agreement (each such affiliate individually, an “IBC Entity” and collectively with IBC, the “Company”). Each IBC Entity is listed on the signature pages; and any other affiliate which becomes a debtor under the United States Bankruptcy Code in a case administratively consolidated with the cases for the Company shall be deemed to have executed this letter upon the commencement of its case and shall be also be referred to as a IBC Entity and included in the term “Company”. Upon execution of this letter by each of the parties below, and subject to the appro

EMPLOYMENT AGREEMENT
Employment Agreement • October 6th, 2006 • Interstate Bakeries Corp/De/ • Bakery products • Missouri

THIS EMPLOYMENT AGREEMENT (the “Agreement” or “Employment Agreement”) is made and entered into as of the 13th day of July 2004, by INTERSTATE BAKERIES CORPORATION, a Delaware corporation (“IBC”), and Ronald B. Hutchison (“Employee”).

AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • October 6th, 2006 • Interstate Bakeries Corp/De/ • Bakery products

THIS AMENDMENT TO CONSULTING AGREEMENT (the “Amendment”) is made and entered into as of the 24th day of June, 2004, but is effective as of May 1, 2004, by and among INTERSTATE BAKERIES CORPORATION, INTERSTATE BRANDS CORPORATION AND INTERSTATE BRANDS WEST CORPORATION, each a Delaware corporation (collectively, the “Companies”), and CHARLES A. SULLIVAN, an individual (“Sullivan”).

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