Exibit 10

                              TASTY BAKING COMPANY
                         RESTRICTED STOCK INCENTIVE PLAN

                                    ARTICLE I

         1.1  Purpose.  The  purpose of the Plan is to provide  Executives  with
additional  incentives,  beyond their base  compensation,  cash bonuses,  fringe
benefits and other  perquisites,  to  contribute  to the long term growth of the
Company's earnings and shareholder value through the grant of conditional awards
of shares of the Company's common stock.

         1.2 Aggregate  Shares Subject to the Plan. (a) The aggregate  number of
Shares  that  may be  issued  under  this  Plan  will  be two  hundred  thousand
(200,000).  Shares which are unissued, or issued Shares which are forfeited, may
be used for the  purposes of this Plan.  Shares  subject to  conditional  Target
Share  Awards  which  are  not  transferred,  or had  been  transferred  but are
subsequently  forfeited  due to the  failure  to satisfy  all of the  applicable
conditions,  either in whole or in part,  will be  available  for  Target  Share
Awards  under this Plan.  No  fractional  shares of common stock shall be issued
pursuant to the Plan.

         (b) In the event of a stock dividend, stock split, or other subdivision
or combination of the common stock,  the number of Shares  authorized  under the
Plan will be adjusted  proportionately.  Similarly, in any such event there will
be a  proportionate  adjustment  in the  number of Shares  subject to any Target
Share Awards which have not vested. In the event that the outstanding Shares are
changed or converted into, or exchanged or exchangeable  for, a different number
or kind of shares or other  securities of the Company or of another  corporation
by   reason   of   a   reorganization,    merger,    consolidation,    division,
reclassification,  or combination,  appropriate  adjustment shall be made in the
number of Shares  and kind of common  stock for which  awards may be or may have
been  made  under  the  Plan,  to the end that the  proportionate  interests  of
Participants  shall be  maintained  as  before  the  occurrence  of such  event;
provided,  however, that in the event of any contemplated  transaction which may
constitute a Change of Control of the Company,  the Committee may modify any and
all  outstanding  awards,  so  as  to  accelerate,  as a  consequence  of  or in
connection with such transaction,  the vesting of a Participant's  right to such
awards or to terminate the forfeiture provisions of any awards under the Plan.

         1.3 Effective Date. The Plan will be effective as of December 31, 2000,
subject to the approval of the shareholders of the Company.





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                                   ARTICLE II


         As used herein,  the following  capitalized words and phrases will have
the respective meanings set forth below:

         2.1 "Beneficiary"  means the person,  persons or entity designated by a
Participant to receive Target Share Awards upon the death of the Participant.

         2.2 "Board" means the Board of Directors of the Company.

         2.3 "Change of Control" means any of the following events:

         (a) any  change of control  of the  Company  of a nature  that would be
required to be  reported  in response to Item 6(e) of Schedule  14A or Item 1 of
Form 8-K promulgated under the Exchange Act;

         (b) the  acquisition  by any  person or group of  beneficial  ownership
(within the meaning of Rule 13d-3 under the Exchange Act) of twenty-five percent
(25%)  or  more  of the  combined  voting  power  of the  Company's  outstanding
securities  then  entitled  to vote  generally  in the  election  of  directors,
excluding however acquisitions by the Company or any of its subsidiaries, or any
employee  benefit  plan  sponsored  or  maintained  by  the  Company,  or  by  a
corporation  pursuant to a reorganization,  merger,  consolidation,  division or
issuance of securities if the  conditions  described in clauses  (f)(i) and (ii)
below are satisfied;

         (c) if  individuals  who  constitute  the  Board as of the date  hereof
("Incumbent  Board"),  cease for any reason to constitute at least a majority of
the Board during any twenty-four (24) month period; provided,  however, that any
individual becoming a director subsequent to the date hereof whose election,  or
nomination for election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then  comprising the Incumbent  Board shall
be considered as though such  individual  were a member of the Incumbent  Board,
but excluding for this purpose any such individual  whose initial  assumption of
office occurs as a result of either an actual or threatened  election contest or
other actual or threatened  solicitation  of proxies or consents by or on behalf
of a person other than the Incumbent Board;

         (d) if the Company  shall meet the  delisting  criteria of the New York
Stock Exchange (or any successor  stock exchange or automated  trading system on
which the Company's common stock is then traded);

         (e) if the Board shall approve the sale of all or substantially  all of
the assets of the  Company  or  recommend  the  adoption  of a plan of  complete
liquidation or dissolution of the Company; or

         (f)  upon   approval   by  the   shareholders   of  the  Company  of  a
reorganization,  merger, consolidation,  division, or issuance of securities, in
each case unless  following  such  transaction  (i) not less than sixty  percent
(60%) of the outstanding equity securities of the corporation  resulting from or
surviving such  transaction  and of the combined voting power of the outstanding
voting securities of such corporation entitled to vote generally in the election
of directors  is then  beneficially  owned by the holders of the Company  common
stock   immediately   prior  to  such  transaction  in  substantially  the  same
proportions as their ownership  immediately prior to such transaction,  and (ii)
at least a majority of the members of the board of directors of the resulting or
surviving corporation were members of the Incumbent Board.



<PAGE>

         2.4 "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations thereunder.

         2.5  "Committee"  or  "Long  Term  Incentive  Plan  Committee"  means a
committee  consisting  solely  of two or  more  members  of the  Board  who  are
"Non-Employee Directors" within the meaning of Regulation 16b-3 under Section 16
of the Securities  Exchange Act of 1934, as such  regulation may be amended from
time to time. To the extent feasible, the members of the Committee shall also be
"outside  directors" as that term is defined in the Treasury  Regulations  under
Section 162(m) of the Code. The members of the Committee shall be appointed from
time to time by the Board. Initially,  the Long Term Incentive Plan Committee of
the Board shall be the Committee. No Executive may serve on the Committee.

         2.6 "Company" means Tasty Baking Company,  a Pennsylvania  corporation,
and any successor thereto.

         2.7      "Effective Date" means December 31, 2000.

         2.8  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended and the regulations thereunder.

         2.9  "Executive"  means any corporate  officer (other than Secretary or
any  assistant  officer) or any  individual  in an  Executive I or  Executive II
position, or any other employee designated as a "key employee" by the Board.

         2.10  "Fiscal  Year" means the annual  period on the basis of which the
Company files its federal income tax returns.

         2.11 "Measurement  Period" means the period identified by the Committee
with respect to a Target Share Award,  which shall  consist of not less than one
whole Fiscal Year and may consist of two or more  consecutive  Fiscal Years. For
purposes of any Target Share Award, the Measurement  Period with respect thereto
shall be identified by the first Fiscal year of such Measurement Period.  Solely
for purposes of illustration,  a Measurement Period beginning in the Fiscal Year
ending in the calendar year 2001 would be  identified  as the "2001  Measurement
Period."

         2.12 "Participant" means any Executive to whom Target Share Awards have
been made which have not yet been completely vested or completed forfeited.

         2.13 "Plan" means the Tasty Baking Company  Restricted  Stock Incentive
Plan as set forth herein, and as from time to time amended.

         2.14 "Share" or "Shares" means a share or shares of common stock of the
Company, par value $.50.

         2.15  "Target"  means the  performance  target  specified  pursuant  to
Section 3.1 below, with respect to a Target Share Award.



<PAGE>

         2.16 "Target Share Award" means the conditional grant of Shares awarded
to an Executive for any Measurement  Period pursuant to Section 3.1 below, which
may, but need not, include an amount of money representing  cumulative dividends
paid with  respect to such  Shares,  the record  dates of which were  within the
Measurement  Period  and  prior to the  actual  transfer  of the  Shares  to the
Executive.

                                   ARTICLE III
                               TARGET SHARE AWARDS

         3.1 Eligibility.  (a) Prior to the commencement of a new Fiscal Year or
as soon as  practical  thereafter,  the  Committee  shall  determine  whether  a
Measurement  Period shall  commence with such Fiscal Year,  and if a Measurement
Period shall commence with such Fiscal Year, the Committee  shall identify those
Executives who shall  participate in the Plan for such  Measurement  Period.  In
that  event,  the  Committee  shall  also  prescribe  the  ending  date  of  the
Measurement  Period,  the Target with respect to such  Measurement  Period,  the
number of Shares  comprising  the Target  Share Award with  respect to each such
Executive,  and whether the Shares (i) will be transferred to the Executive only
after the conclusion of the  Measurement  Period and to the extent the Target is
achieved,  or (ii) will be transferred to the Executive at the  commencement  of
the Measurement  Period,  subject to forfeiture to the extent that the Target is
not achieved.  No member of the Board who is not also an employee of the Company
shall be eligible to participate in the Plan.

         (b)  The  Target  for a  Measurement  Period  and  the  length  of  the
Measurement Period shall reflect such performance goals as the Committee, in its
discretion, shall determine to be appropriate to accomplish the purposes of this
Plan as set  forth in  Section  1.1  above.  Performance  goals  may vary  among
Measurement  Periods and among Executives with respect to any single Measurement
Period,  and  shall be based on such  performance  criteria  or  combination  of
factors as the Committee may deem  appropriate,  including,  but not limited to,
specified  levels  of  earnings  per  share,  return  on  investment,  return on
stockholders'  equity,  or  sales  increases.  Similarly,  the  Committee  shall
determine  whether  and the  extent  to which  the  Shares  available  under any
Executive's  Target Share Award shall be earned to the extent that the Target is
not achieved in full, or whether and the extent to which additional Shares shall
be transferred to the Executive to the extent that the Target is exceeded.

         (c) Absent express terms of any Target Share Award to the contrary,  in
the event of a Change of Control  that  occurs  prior to the ending  date of the
Measurement  Period  prescribed by the Committee  with respect to a Target Share
Award,  the  Committee,  as it  shall  determine  in  its  discretion,  may  (i)
accelerate  the vesting of all or any portion of the Target  Share  Award,  (ii)
eliminate or modify the Target with respect to the Target Share Award,  or (iii)
any combination of the foregoing.

         (d) Each Target Share Award shall be evidenced by an agreement or other
writing in such form as the Committee shall prescribe.

         3.2  Satisfaction  of  Target  Share  Award  Conditions.   As  soon  as
practicable following the close of a Measurement Period (including a Measurement
Period  that closes as a result of a Change of  Control),  the  Committee  shall
determine  the  extent to which  the  applicable  Target  has been  achieved  or
exceeded and, as a consequence  thereof,  the number of Shares to be distributed
to each Executive  selected to participate for such Measurement  Period,  or the
number of previously-distributed Shares to be forfeited, as the case may be.



<PAGE>

         3.3 Forfeiture of Target Share Awards.  An Executive  shall forfeit his
Target Share Award for each Measurement Period for which he has been selected to
participate  if his  employment  with  the  Company  is  terminated  during  the
Measurement Period for any reason other than the following:

         (i) on account of retirement after attaining the normal  retirement age
under the Company's  tax-qualified pension plan, or such plan's early retirement
age with the permission of the Board;

         (ii) on account of disability under the Company's long-term  disability
program; or

         (iii) death.

Absent  express terms of any Target Share Award to the  contrary,  the Committee
shall,  in its sole  discretion,  determine  whether and the extent to which the
Executive (or his  Beneficiary)  shall have any rights in or to the Target Share
Award if the Executive's  employment is terminated during the Measurement Period
under any of the circumstances described in clauses (i), (ii) or (iii) above.

         3.4 Payment of Target Share Awards. This Section 3.4 shall apply if the
transfer of Shares  upon  achievement  of the Target with  respect to any Target
Share Award is to be  deferred  until the close of the  Measurement  Period with
respect  to the  Target  Share  Award.  As soon  as  practicable  following  the
determination  of the  number  of  Shares to be  distributed  to each  Executive
pursuant to Section 3.2 above,  the Company shall provide written notice to each
such  Executive of the number of Shares to be distributed to him with respect to
such  Measurement  Period,  and the date of  distribution  with  respect to such
Shares,  which  date  shall  be no less  than 10 days  and no more  than 20 days
following the date of delivery of such notice. Except as provided in Section 3.6
below, on such distribution  date, the Company shall transfer stock certificates
to each such Executive for the number of Shares so determined.

         3.5 Vesting of Stock Awards. This Section 3.5 shall apply if Shares are
transferred  to  an  Executive  pursuant  to  a  Target  Share  Award  prior  to
achievement  of the Target,  subject to  forfeiture  of all or a portion of such
Shares to the extent that the Target is not achieved in full. Upon transfer, the
Executive  shall be a  shareholder  with respect to such Shares and have all the
rights of a shareholder  with respect  thereto,  including the right to vote the
Shares and receive  dividends and all other  distributions  paid with respect to
the Shares,  provided that in no event shall such Shares be  transferable by the
Executive to any person  without the express  written  consent of the Committee,
and in any event such Shares shall remain subject to the  restrictions set forth
in the  underlying  Target Share Award.  Stock  certificates  representing  such
Shares shall be imprinted with a legend to reflect such restrictions, and in aid
thereof  the  Executive  shall  deposit  such Shares with a stock power or other
instrument of transfer, appropriately endorsed in blank, with the Company.

         3.6 Tax Withholding. (a) The Company will require as a condition of the
transfer of Shares  pursuant to Section 3.4 above,  that the  Executive  deliver
payment to the Company of an amount of money  sufficient to satisfy all federal,
state and local tax withholding  obligations with respect to such Shares. Absent
an election pursuant to subsection (b) below, such withholding obligations shall
be  satisfied  by the  Company's  retention  of that number of Shares which have
become vested and earned under any Target Share Award having an aggregate value,
when added to the amount of any money which can be withheld from other  amounts,
if any,  paid to the Executive at the same time as such  transfer,  equal to the
total amount of taxes required to be withheld.



<PAGE>

         (b) At any time  after the close of a  Measurement  Period but prior to
the close of regular  trading  hours on the New York Stock  Exchange on the date
the  Company  notifies  the  Executive  of the extent to which  Shares have been
vested and earned under the  applicable  Target Share Award,  the  Executive may
make an election,  by delivering  written notice thereof to the Company's  Chief
Financial  Officer,  to receive the total  number of Shares  transferable  under
Section  3.4 above and to make a cash  payment  to the  Company in the amount of
such withholding  taxes. In that event,  the Executive shall deliver  sufficient
funds to the Company by the close of the third  business day  following the date
the Company  gave  notice to the  Executive  of the number of Shares  vested and
earned,  and the issuance of the stock  certificates  shall be deferred  pending
delivery of such funds. If, notwithstanding his election, the Executive does not
deliver  sufficient  funds  to the  Company  by end of the  third  business  day
following  such date, his election shall be deemed to be revoked and the Company
shall satisfy its  withholding  obligations  in accordance  with  subsection (a)
above.  An  Executive  shall not be  permitted  to make an  election  under this
subsection (b) if the sale of any Shares by the Executive at any time within six
months after the Share  distribution  date with respect to a Measurement  Period
could subject him to a lawsuit and liability under Section 16(b) of the Exchange
Act.

         (c) The Company  shall require as a condition of the transfer of Shares
pursuant to Section 3.5 above,  that the  Executive  shall pay to the Company an
amount  sufficient  to  satisfy  all  federal,  state and local tax  withholding
obligations with respect to such Shares as such obligations accrue. In the event
that the Executive has provided to the Company written notice that he intends to
make an  election  under  Section  83(b) of the Code to include the value of the
Shares in his gross income for the taxable year of the transfer  notwithstanding
the  restrictions  set forth in the Target  Share  Award,  the  Executive  shall
deliver to the Company by the close of the third business day following the date
of transfer  sufficient funds to satisfy such tax withholding  obligations.  If,
notwithstanding his election, the Executive does not deliver sufficient funds to
the Company by such  deadline,  the  Executive  Shares shall forfeit such Shares
immediately and shall not be eligible to participate in the Plan with respect to
the applicable  Measurement  Period. In the absence of an election under Section
83(b)  of the  Code  with  respect  to the  Shares,  the  Company's  withholding
obligations shall be satisfied at the time such obligations accrue in the manner
set forth in Section 3.6(a) above,  absent an election by the Executive pursuant
to Section 3.6(b) above.

                                   ARTICLE IV


         4.1 Plan  Amendment.  The Board,  from time to time, in its discretion,
may amend or supplement any provision of this Plan, in whole or in part,  except
as otherwise  provided in this Article IV. Any such  amendment will be effective
as of the date  specified  therein and will be binding upon the  Committee,  all
Executives and  Beneficiaries,  and all other persons claiming an interest under
the Plan.  Notwithstanding  the above,  (i) no amendment shall be made to modify
the  requirements for eligibility for a participation in the Plan or to increase
materially  either the benefits  accruing to Participants  under the Plan or the
number  of  Shares  which  may be  issued  under  the Plan  unless  approved  by
shareholders of the Company,  and (ii) no amendment  shall adversely  affect the
rights of Participants under the Plan with respect to outstanding awards, except
to the extent required by law.



<PAGE>

         4.2 Plan  Termination.  The Plan will  terminate  on December 31, 2010.
Notwithstanding  the  foregoing,  the  Board  reserves  the  right  and,  in its
discretion,  may  elect  to  terminate  this  Plan as of any  date  prior to the
expiration of the term of the Plan.  Target Share Awards  outstanding  as of the
termination  date of the Plan will not be affected by  termination  of the Plan,
unless the  Board,  in  connection  with such  termination,  elects to treat the
Measurement Period with respect to each such Target Share Award as having closed
and to distribute  the maximum number of Shares  distributable  pursuant to such
Target Share Awards to Executives as of such termination date.

                                    ARTICLE V


         5.1 The Committee. The Committee will administer the Plan.

         5.2 Powers of the Committee. In carrying out its duties with respect to
the general  administration of the Plan, the Committee will have, in addition to
any other powers conferred by the Plan or by law, the following powers:

         (a) to maintain all records  necessary  for the  administration  of the
Plan;

         (b) to prescribe,  amend, and rescind rules, guidelines and regulations
for the administration of the Plan to the extent not inconsistent with the terms
thereof;

         (c)  to  appoint  such  individuals  and   subcommittees  as  it  deems
appropriate for the conduct of its affairs, in carrying out its duties under the
Plan and the administration of the Plan;

         (d) to employ  counsel,  accountants  and other  consultants  to aid in
exercising its powers and carrying out its duties under the Plan;

         (e) to interpret the Plan, any guidelines, rules or regulations adopted
with respect to the Plan, or any agreement entered into with respect to a Target
Share  Award,  and to  determine  whether  and to what  extent a Target has been
achieved;

         (f) to make such other  determinations  and establish and change,  from
time to time,  such other  procedures as it deems necessary or advisable for the
administration of the Plan; and

         (g) to perform any other acts  necessary  and proper for the conduct of
its affairs and the  administration  of the Plan,  except those  reserved by the
Board.

         5.3  Determinations by the Committee.  The Committee will interpret and
construe the Plan, and its interpretations and determinations will be conclusive
and binding on all Executives,  Beneficiaries  and any other persons claiming an
interest  under the Plan. The  Committee's  interpretations  and  determinations
under the Plan need not be uniform,  may be revised from time to time and may be
made by it selectively  among  Executives,  Beneficiaries  and any other persons
whether or not they are similarly situated.



<PAGE>

         5.4  Indemnification  of the Committee.  The Company will indemnify and
hold  harmless  each member of the  Committee  against any and all  expenses and
liabilities  arising  out of such  member's  action  or  failure  to act in such
capacity,  excepting only expenses and liabilities  arising out of such member's
own recklessness,  willful misconduct or failure to act in good faith.  Expenses
and liabilities against which a member of the Committee is indemnified hereunder
will  include,  without  limitation,  the amount of any  settlement or judgment,
costs, counsel fees and related charges reasonably incurred in connection with a
claim asserted or a proceeding  brought  against him or the settlement  thereof.
This right of  indemnification  will be in addition to any other rights to which
any member of the  Committee may be entitled.  The Company,  at its own expense,
may settle any claim  asserted or proceeding  brought  against any member of the
Committee  when  such  settlement  appears  to be in the  best  interest  of the
Company.

         5.5  Expenses of the  Committee.  The Company  will pay all  reasonable
expenses of the Committee.

                                   ARTICLE VI


         6.1 Headings.  The headings of Articles,  Sections and  paragraphs  are
solely for  convenience  of  reference.  If there is any  conflict  between such
headings and the text of this Plan, the text will control.

         6.2 Gender.  Unless the context clearly  requires a different  meaning,
all pronouns will refer indifferently to persons of any gender.

         6.3  Singular  and  Plural.  Unless  the  context  clearly  requires  a
different meaning, singular terms will also include the plural and vice versa.

         6.4 Governing Law.  Except to the extent  preempted by federal law, the
construction  and  operation  of the Plan  will be  governed  by the laws of the
Commonwealth of  Pennsylvania  without regard to the choice of law principles of
such Commonwealth.

         6.5  Severability.  If any  provision  of this Plan is held  illegal or
invalid by any court or  governmental  authority  for any reason,  the remaining
provisions  will  remain in full  force and  effect  and will be  construed  and
enforced  in  accordance  with the  purposes  of the Plan as if the  illegal  or
invalid provision did not exist.

         6.6 No Rights of Shareholder.  Neither an Executive nor his Beneficiary
will be, or will have any of the rights and  privileges  of, a shareholder  with
respect  to  any  Shares  at  any  time  prior  to the  issuance  of  the  stock
certificate, in accordance with Article III of the Plan.

         6.7 No Right to  Continued  Employment.  Nothing  contained in the Plan
will be deemed to give any person the right to be  retained in the employ of the
Company or any affiliate thereof,  or to interfere with the right of the Company
and any  affiliate  to discharge  any person at any time  without  regard to the
effect that such  discharge  will have upon such  person's  rights or  potential
rights, if any, under the Plan.



<PAGE>

         6.8 Notices.  Unless otherwise  specified in an agreement  evidencing a
Target Share Award,  any notice to be provided  under the Plan to the  Committee
will be  mailed  (by  certified  mail,  postage  prepaid)  or  delivered  to the
Committee in care of the Company at its executive offices,  and any notice to an
Executive or his Beneficiary will be mailed (by certified mail, postage prepaid)
or delivered to that person at the current  address  shown on the records of the
Company,  or at such address as the Executive or his Beneficiary will provide to
the Committee in accordance  with this Section 6.8. No notice will be binding on
the Committee until received by the Committee,  and no notice will be binding on
an Executive or his Beneficiary  until delivered in person to such person or the
third business following the day notice is mailed.