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EXHIBIT 10.10

AWARD NOTICE
AND
INCENTIVE STOCK OPTION AGREEMENT

THIS AWARD NOTICE AND INCENTIVE STOCK OPTION AGREEMENT(Agreement) is
effective as of the Date of Grant of the Option (as described below) by and
between Interstate Bakeries Corporation, a Delaware corporation (IBC), and  an employee of IBC or a Subsidiary of IBC (the Optionee).

Terms which are used in this Agreement 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 Agreement. A copy of the Plan is available upon request
from IBC.



|1. |  | Award Notice                                                                                                                                                                                                                    
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | The Optionee has been granted by IBC, subject to the terms and conditions
of the Plan and the terms and conditions of this Agreement, the right and
option to purchase from IBC all or any part of the following (the
Option);

|                                                   
|---------------------------------------------------
|shares of Common Stock of IBC (the Shares)       
|Exercise Price: $  per share (the Exercise Price)
|Date of grant:                                     



| |  | The Option may be exercised in accordance with the following schedule
(unless terminated or accelerated as described below):
| |  | ----------------------------------------------------------------------------------------------------------------------------

|                      |  |                        |  | 
|--------------------- |  | ---------------------- |  | 
|                      |  | The Option May Be     
|                      |  | Exercised With Respect
|                      |  | to the Following      
|On or After This Date |  | Number of Shares      
|                      |  |                       
|, 200_               
|, 200_               
|, 200_               



| |  | The Option shall expire as of 11:59 p.m. on  (the Option
Expiration Date), such date being ten (10) years from the Date of Grant
(unless previously terminated or to the extent previously exercised).
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | Tax Treatment                                                                                                                                                            
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | This Option is intended to meet the requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the Code) and qualify as an
incentive stock option.





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|   |  | However, Section 422 of the Code limits the value of Option Shares which
can be granted to an Optionee and receive favorable tax treatment as an
incentive stock option. Accordingly, if as a result of any acceleration
of vesting under Section 6 of this Agreement, the Option first becomes
exercisable for more than $100,000 worth of Common Stock (determined as
of the Date of Grant) in any calendar year, only the first $100,000 worth
of Common Stock (based on its Fair Market Value at the Date of Grant)
will be treated as incentive stock options under Code Section 422 and the
remainder will be treated as nonqualified stock options.                                                                                               
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|3. |  | Option Exercise Procedure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   |  | To exercise the Option the Optionee must notify IBC, prior to the
expiration or termination of this Option, of his or her desire to
exercise the Option or deliver to IBC a written Notice of Election to
Exercise Option (either such method being referred to as the Notice).
IBC will confirm the Notice and the Fair Market Value of the Shares on
the date of exercise (the date of exercise being the date that IBC
receives the Notice, or as soon thereafter as practicable) in
correspondence to the Optionee. The Notice must be accompanied by
payment (as described below in Section 4) of the Exercise Price for the
Shares with respect to which the Option is being exercised, together with
payment of any necessary withholding taxes.
|  
|4. |  | Payment of the Exercise Price                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   |  | The Exercise Price shall be paid, at the election of the Optionee (a) in
cash, or by check, bank draft or money order payable to the order of IBC;
(b) in shares of previously acquired Common Stock, duly endorsed and free
of any restrictions and encumbrances; or (c) in any combination of (a) or
(b). If Common Stock is to be used to pay the Exercise Price pursuant to
paragraphs (b) or (c) above, then such Common Stock must have been owned
by the Optionee for at least six (6) months.                                                                                                                                                                                                                                                    
|  
|5. |  | Restrictions on Transfer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  
|   |  | The Optionee is not permitted to sell, transfer, assign, pledge, or
encumber this Option, except for transfer by will or the laws of descent
and distribution. Any attempt to transfer, assign, pledge, hypothecate
or otherwise dispose of the Option, or to subject the Option to
execution, attachment or similar process, except as permitted in this
Section 5, shall be void and ineffective, shall give no right to any
purported transferee, and may, at the discretion of the Committee, result
in the Option being forfeited.                                                                                                                                                                                                                  
|  
|6. |  | Other Option Conditions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



| | (a) |  | If the Optionee retires from his or her employment with IBC
or a Subsidiary of IBC on or after attaining age 60 but before the
Option Expiration Date, this Option shall fully vest and the Option
may be exercised by the Optionee within the period ending on the
first to occur of (A) the date which is three months following the
retirement date or (B) the Option Expiration Date.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (b) |  | If the Optionees employment with IBC or a Subsidiary of IBC
is terminated on account of the elimination of the Optionees
position by IBC or a Subsidiary of IBC, this Option shall fully vest
and the Option may be exercised by the Optionee within the period
ending on the first to occur of (A) the date which is three months
following the termination of employment or (B) the Option Expiration
Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (c) |  | If the Optionees employment with IBC or a Subsidiary of IBC
is terminated before the Option Expiration Date for any reason other
than (i) retirement on or after age 60 of the Optionee, (ii) the
elimination of the Optionees position by IBC or a Subsidiary of
IBC, (iii) death of the Optionee, (iv) the disability (as defined
in Section 22(e)(3) of the Code) of the Optionee or (v) on account
of any act of fraud, intentional misrepresentation, embezzlement,
misappropriation, or conversion of assets or opportunities of IBC or
any of its Subsidiaries (in which case the Option, regardless of the
extent to which it is otherwise exercisable, shall be completely and
immediately cancelled pursuant to the Plan), then the Option may be
exercised to the extent the Optionee was entitled to exercise such
Option at the date of termination, within a period ending on the
earlier to occur of (A) the date which is three months following the
termination of employment, provided that such three month period
shall be extended to one year following the termination of the
Optionees employment where the Optionee dies within three months of
termination of employment, or (B) the Option Expiration Date. Any
Option or portion thereof not yet exercisable at the date of
termination shall be immediately cancelled on such date of
termination.
|
| | (d) |  | If the Optionee dies before the Option Expiration Date and is
employed by IBC or a Subsidiary of IBC at the time of death, this
Option shall fully vest and the Option may be exercised within a
period of one year following the date of death (if otherwise prior
to the Option Expiration Date), by the executor or the administrator
of the estate of the Optionee, or by the person or persons who shall
have acquired the Option directly from the Optionee by bequest or
inheritance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (e) |  | In the event of the termination of the Optionees employment
because of the disability (as defined in Section 22(e)(3) of the
Code) of the Optionee, this option shall fully vest and the Option
may be exercised within a period ending on the earlier to occur of
(A) the date which is twelve months following the termination of
employment, or (B) the Option Expiration Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (f) |  | Upon the occurrence of a Change of Control Event, this
Option, to the extent it has not previously been cancelled or
exercised, shall fully vest and shall be deemed to be exercised in
full and, without any action on the Optionees part, IBC, its
successor or the entity instituting the Change of Control Event, as
the case may be, shall purchase the remaining Shares subject to the
Option at a purchase price equal to either (i) the difference
between the aggregate Exercise Price and the aggregate price per
share to be paid on the Shares subject to the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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| |  |  | Option in the merger or consolidation which caused the Change of
Control Event or (ii) the difference between the aggregate Exercise
Price and the Fair Market Value of the Shares subject to the Option
on the date of the Change of Control Event, as applicable.
Immediately upon the occurrence of a Change of Control Event, this
Option shall terminate regardless of whether or not the Optionee is
entitled to a payment pursuant to the foregoing formula.
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. |  | Miscellaneous
|-- |  | -------------



| | (a) |  | The Committee may allow the Optionee to pay the amount of
taxes required by law to be withheld as a result of the exercise of
the Option (i) in cash, or by check, bank draft or money order
payable to the order of IBC, or (ii) by allowing the Optionee to
deliver to IBC, shares of Common Stock having a Fair Market Value,
on the date of payment, equal to the amount of such required
withholding taxes. To the extent the Optionee fails to satisfy the
above withholding obligation, IBC shall, to the extent permitted by
law, have the right to deduct from any payments of any kind
otherwise due to the Optionee, any such withholding taxes.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | The Optionee shall have no rights as a shareholder with
respect to any shares of Common Stock subject to this Option prior
to the date of issuance to him of a certificate for such shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|
| | (c) |  | The Optionee agrees to be bound by all of the terms and
provisions of the Plan. The terms of the Plan as it presently
exists, and as it may hereafter be amended, are deemed incorporated
herein by reference, and any conflict between the terms of this
Agreement and the terms and provisions of the Plan shall be resolved
by the Committee, whose determination shall be final and binding on
all parties. In general, and except as otherwise determined by the
Committee, the provisions of the Plan shall be deemed to supersede
the provisions of this Agreement to the extent of any conflict
between the Plan and this Agreement.               
|
| | (d) |  | Any notice hereunder to IBC shall be addressed to it at
Interstate Bakeries Corporation, Compensation Committee, 12 East
Armour Blvd., Kansas City, Missouri 64111, Attention: Corporate
Secretary. Any notice hereunder to the Optionee shall be addressed
to him or her at the address set forth below, subject to the right
of either party at any time hereafter to designate in writing a
different address.                                                                                                                                                                                                                                          
|
| | (e) |  | The Committee may at any time unilaterally amend the terms
and conditions pertaining to the Option, provided, however, that any
such amendment which is adverse to the Optionee shall require the
Optionees written consent. Any other amendment of this Agreement
shall require a written agreement executed by both parties.                                                                                                                                                                                                                                                                                                                            

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IN WITNESS WHEREOF, IBC has caused this Agreement to be executed by its
duly authorized officer and the Optionee has executed this Agreement to be
effective as of the effective date of the Option.

| |                                 |         
| | ------------------------------- | --------
| | INTERSTATE BAKERIES CORPORATION
| |                                 |         
| | By:                             |         
| |                                 |         
| |                                 |         
| | ACCEPTED AND AGREED TO:        
| |                                 |         
| | By:                             |         
| |                                 |         
| |                                 | Optionee
| |                                 |         
| | Address:                        |         
| |                                 |         
| |                                 |         
| |                                
| |                                 |         
| |                                

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