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                                                                   EXHIBIT 10.11


                              SEPARATION AGREEMENT

                  AGREEMENT between Flowers Foods, Inc., a Georgia corporation
(the "Company"), and _______________ (the "Employee"), dated as of the ____ day
of __________ ______.

                  WHEREAS, the Company, on behalf of itself and its
shareholders, wishes to continue to attract and retain well-qualified executive
and key personnel who are an integral part of the management of the Company or
of one or more of its Subsidiaries, such as Employee, and to assure itself of
continuity of management in the event of any prospective or actual Change in
Control (as defined in Appendix I of this Agreement) of the Company; and

                  WHEREAS, the Company wishes to provide the Employee with
appropriate protection with respect to the Employee's continued employment in
the event of a prospective or actual Change in Control, in exchange for the
Employee agreeing to continue to serve as an executive employee of the Company
or a Subsidiary in the event of a prospective or actual Change in Control; and

                  WHEREAS, the Employee agrees to continue to serve as an
executive employee of the Company or a Subsidiary in the event of a prospective
or actual Change in Control as consideration for the employment rights set forth
herein;

                  NOW, THEREFORE, in consideration of the foregoing premises and
of the mutual covenants and conditions set forth herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Employee hereby agree as follows:

1.   Operation of Agreement.

     (a)  The "Effective Date" shall be ______________.

     (b)  Certain capitalized terms shall have the meaning indicated in Appendix
          I, which may be amended by the Company as provided in Section 15(g)
          below. In addition, the term "Employer" shall mean either the Company
          or a Subsidiary, as applicable, which is the direct employer of the
          Employee.

2.   Coverage Period. The "Coverage Period" is the period commencing on the
     Effective Date and ending on the ______ anniversary of such date; provided,
     however, that commencing on the date one year after the Effective Date (the
     "Renewal Date"), and on each anniversary of the Renewal Date, the Coverage
     Period shall be automatically extended so as to terminate _____ years from
     such Renewal Date or Renewal Date anniversary, as the case may be, unless
     at least 60 days prior to the Renewal Date or Renewal Date anniversary, as
     the case may be, either party shall give the other party written notice
     that the Coverage Period shall not be so extended. Notwithstanding the
     foregoing, in the event a Change in Control (as defined in Appendix I)
     occurs during the Coverage Period, the Coverage period shall be
     automatically extended to terminate on the _____ anniversary of the Change
     in Control.


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3.   Employment Period. Subject to the provisions of Sections 6 and 7 of this
     Agreement, and provided (i) that the Employee is still employed by the
     Employer immediately preceding the occurrence of a Change in Control, and
     (ii) that this Agreement is in effect as provided in Section 1 above, the
     Employer hereby agrees to continue the Employee in its employ, and the
     Employee hereby agrees to remain in the employ of the Employer for the
     period commencing on the effective date of such Change in Control (the
     "Commencement Date") and ending on the ______ anniversary of the
     Commencement Date or if earlier, the Employee's attainment of age
     sixty-five (65) (the "Employment Period"). The Employee also agrees to
     remain in the employ of the Employer in the event of any anticipated Change
     in Control, so long as this Agreement is in effect as provided in Section
     2.

4.   Position and Duties.

     (a)  During the Employment Period, the Employee's position (including
          status, offices, titles and reporting requirements, authority, duties
          and responsibilities) shall be at least commensurate in all material
          respects with those held, exercised and assigned at any time during
          the 90-day period immediately preceding the Commencement Date, and the
          Employee's principle place of business shall be located within a 50
          mile radius of the location of said principle place of business
          immediately preceding the Commencement Date.

     (b)  Excluding periods of vacation and sick leave to which the Employee is
          entitled, the Employee agrees during the Employment Period to devote
          substantially all of his attention and time during normal business
          hours to the business and affairs of the Employer and, to the extent
          necessary to discharge the responsibilities assigned to the Employee
          hereunder, to use reasonable best efforts to perform faithfully and
          efficiently such responsibilities. The Employee may (i) serve on
          corporate, civic or charitable boards or committees, (ii) deliver
          lectures, fulfill speaking engagements or teach at educational
          institutions and (iii) manage personal investments, so long as such
          activities do not interfere with the performance of the Employee's
          responsibilities to the Employer. It is expressly understood and
          agreed that to the extent that any such activities have been conducted
          by the Employee prior to the Commencement Date, such prior conduct of
          activities, and any subsequent conduct of activities similar in nature
          and scope, shall not thereafter be deemed to interfere with the
          performance of the Employee's responsibilities to the Employer.

5.   Compensation. The following provisions apply during such time as the
     Employee is employed during the Employment Period:

     (a)  Base Salary. During the Employment Period, the Employee shall receive
          a base salary as increased hereunder from time to time ("Base Salary")
          at a rate at least equal to the salary rate paid to the Employee by
          the Employer, together with any of its Affiliates, immediately prior
          to the Commencement Date. The Base Salary shall be reviewed
          periodically and may be increased (but not decreased) in the course of
          each such review to reflect increases in the cost of living and such
          other increases as shall be consistent with increases in base salary
          awarded in the ordinary course of



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<PAGE>

          business to other key executives. Under no circumstances shall any
          increase in the Base Salary (i) limit or reduce any other obligation
          to the Employee under this Agreement, or (ii) be later reduced or
          eliminated, once effective.

     (b)  Annual Bonus and Long-term Incentive Compensation.

          (i)  In addition to the Base Salary, the Employee shall be paid, for
               each fiscal year ending during the Employment Period, an annual
               bonus (an "Annual Bonus") pursuant to the Company's Annual
               Executive Bonus Plan, or a comparable successor plan, in cash,
               the amount of which Annual Bonus shall be based on substantially
               the same performance criteria and goals as were in effect in
               connection with the Bonus Plan or a comparable successor plan to
               said Bonus Plan immediately prior to the Commencement Date. In no
               event, however, shall the Employee's Annual Bonus be reduced to a
               level which is less than the average bonus paid by the Employer
               with respect to the Employee under the Bonus Plan (or a
               comparable successor plan to the Bonus Plan) for the three fiscal
               years of the Employer (or shorter actual period) in which were
               paid the highest bonuses during the five said years immediately
               preceding the Commencement Date. In the event that the period for
               the first annual bonus under said plan has not expired by the
               date of the Change in Control, the Employee shall be deemed to
               have received the target bonus for said period. Each such Annual
               Bonus shall be payable within three months after the end of the
               fiscal year for which the Annual Bonus is awarded, unless the
               Employee shall otherwise timely elect to defer the receipt of
               such Annual Bonus under any deferred compensation plan of the
               Employer then in effect.

          (ii) For each fiscal year during the Employment Period, the Employee
               shall also receive any long-term incentive compensation to which
               he is entitled pursuant to the terms of stock-based awards
               granted under the Company's Equity and Performance Incentive Plan
               ("Long-Term Incentive Compensation"), and shall furthermore
               continue to receive grants of said types of awards (other than an
               extraordinary award) consistent with the prior practices of the
               Company as determined in the two fiscal years of the Company
               ending immediately prior to the Change in Control (or shorter
               actual period).

     (c)  Incentive Savings and Retirement Plans. In addition to the Base Salary
          and Annual Bonus and Long-term Incentive Compensation payable as
          herein above provided, the Employee shall be entitled to participate,
          during the Employment period, in all incentive, savings and retirement
          plans and programs applicable to other key executives of the Employer
          in comparable positions, but in no event shall such plans and
          programs, in the aggregate, provide the Employee with compensation,
          benefits and reward opportunities less favorable than those provided
          by the Employer under such plans and programs as in effect with
          respect to the Employee at any time during the 90-day period
          immediately preceding the Commencement Date.



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     (d)  Welfare Benefit Plans. During the Employment Period, the Employee
          and/or the Employee's dependents as the case may be, shall be eligible
          to participate in and shall receive all benefits under each welfare
          benefit plan of the Employer, including, without limitation, all
          medical, dental, disability, group life, accidental death and travel
          accident insurance plans and programs of the Employer, as in effect
          with respect to the Employee and his dependents at any time during the
          90-day period immediately preceding the Commencement Date or, if more
          favorable to the Employee, as in effect at any time thereafter with
          respect to other key executives of the Employer in comparable
          positions.

     (e)  Expenses. During the Employment Period, the Employee shall be entitled
          to receive prompt reimbursement for all reasonable business-related
          expenses incurred by the Employee in accordance with the policies and
          procedures of the Employer as in effect with respect to the Employee
          at any time during the 90-day period immediately preceding the
          Commencement Date or, if more favorable to the Employee, as in effect
          at any time thereafter with respect to other key executives of the
          Employer in comparable positions.

     (f)  Fringe Benefits. During the Employment Period, the Employee shall be
          entitled to fringe benefits and perquisites in accordance with the
          policies of the Employer as in effect with respect to the Employee at
          any time during the 90-day period immediately preceding the
          Commencement Date or, if more favorable to the Employee, as in effect
          at any time thereafter with respect to other key executives of the
          Employer in comparable positions.

     (g)  Office and Support Staff. During the Employment Period, the Employee
          shall be entitled to an office or offices of a size and with
          furnishings and other appointments, and to secretarial and other
          assistance, at least equal to those provided to the Employee at any
          time during the 90-day period immediately preceding the Commencement
          Date or, if more favorable to the Employee, as provided at any time
          thereafter with respect to other key executives of the Employer in
          comparable positions.

     (h)  Vacation. During the Employment Period, the Employee shall be entitled
          to paid vacation in accordance with the policies of the Employer as in
          effect with respect to the Employee at any time during the 90-day
          period immediately preceding the Commencement Date or, if more
          favorable to the Employee, as in effect at any time thereafter with
          respect to other key executives of the Employer in comparable
          positions.

6.   Termination. Prior to the Commencement Date, the employment of the Employee
     may be terminated at any time by the Employee or the Employer, with or
     without cause of any nature, in accordance with the Employer's usual
     policies and practices, at which time this Agreement shall automatically
     terminate. The following provisions relate solely to termination of the
     Employee's employment during the Employment Period:

     (a)  Death or Disability.




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          (i)  Subject to Section 7 below, this Agreement shall terminate
               automatically upon the Employee's death.

          (ii) Subject to Section 7 below, the Company may terminate this
               Agreement after having established the Employee's Disability
               (pursuant to the definition of "Disability" set forth below), by
               giving to the Employee written notice of its intention to
               terminate the Employee's employment. In such a case, the
               Employee's employment with the Employer shall terminate effective
               on the 90th day after receipt of such notice (the "Disability
               Effective Date"), unless within 90 days after such receipt, the
               Employee shall have returned to the full-time performance of the
               Employee's duties. For purposes of this Agreement, "Disability"
               means disability which, after the expiration of more than 26
               weeks after its commencement, is determined to be total and
               permanent by a physician selected by the Company or its insurers
               and acceptable to the Employee or the Employee's legal
               representative (such agreement as to acceptability not to be
               withheld unreasonably).

     (b)  Cause. The Employer may terminate the Employee's employment for
          "Cause." For purposes of this Agreement, "Cause" means (i) an act or
          acts of dishonesty, moral turpitude or willful misconduct taken by the
          Employee and intended to result in substantial personal enrichment of
          the Employee at the expense of the Company or any Subsidiary or which
          have a material adverse impact on the business or reputation of the
          Company or any Subsidiary of the Company, or (ii) repeated violations
          by the Employee of the Employee's obligations under Section 4 of this
          Agreement which are demonstrably willful and deliberate on the
          Employee's part and which have a material adverse impact on the
          business or reputation of the Company or any Subsidiary of the
          Company, but specifically excluding alleged violations which are due
          to disability or for "Good Reason" as defined below.

     (c)  Good Reason. The Employee's employment may be terminated by the
          Employee for Good Reason. For purposes of this Agreement, "Good
          Reason" means:

          (i)  (A)  the Assignment to the Employee of any duties inconsistent in
                    any material respect with the Employee's position (including
                    status, offices, titles and reporting requirements),
                    authority, duties or responsibilities as contemplated by
                    Section 4 of this Agreement or

               (B)  any other action by the Employer which results in a material
                    diminishment in such position, authority, duties or
                    responsibilities, other than action or inaction which is
                    remedied by the Employer within 30 days after receipt of
                    written notice thereof given by the Employee;




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<PAGE>

          (ii) any failure by the Employer to comply with any of the provisions
               of Section 5 of this Agreement, other than any failure which is
               remedied by the Employer within 30 days after receipt of written
               notice thereof given by the Employee;

         (iii) the Employer's requiring the Employee to be based at any office
               or location more than 50 miles away from that at which the
               Employee is based at the Commencement Date, except for travel
               reasonably required consistent with past practices, in the
               performance of the Employee's responsibilities;

          (iv) any purported termination by the Employer of the Employee's
               employment otherwise than as permitted by this Agreement; or

          (v)  any failure by the Company to comply with and satisfy Section
               12(c) of this Agreement.

     (d)  Notice of Termination. Any termination by the Employer for Cause or by
          the Employee for Good Reason shall be communicated by Notice of
          Termination to the other party hereto given in accordance with Section
          15(b) of this Agreement. For purposes of this Agreement, a "Notice of
          Termination" means a written notice which (i) indicates the specific
          termination provision in this Agreement relied upon, (ii) sets forth
          in reasonable detail the facts and circumstances claimed to provide a
          basis for termination of the Employee's employment under the provision
          so indicated, and (iii) if the termination date is other than the date
          of receipt of such notice, specifies the termination date (which date
          shall be not more than 15 days after the giving of such notice).

     (e)  Date of Termination. "Date of Termination" means the date of receipt
          of the Notice of Termination or any later date as of which the
          termination of employment will occur specified therein, as the case
          may be. If the Employee's employment is terminated by the Employer in
          breach of this Agreement, the Date of Termination shall be the date on
          which the Employer notifies the Employee of such termination.

7.   Obligations of the Company Upon Termination. The following provisions apply
     only in the event the Employee is terminated during the Employment Period.
     In addition, in the event that the Employee is a participant in any other
     compensation arrangement sponsored by the Company, the terms of the
     particular arrangement shall govern the Employee's rights thereunder in the
     event of a separation from employment.

     (a)  Death. If the Employee's employment is terminated by reason of the
          Employee's death, this Agreement shall terminate without further
          obligation to the Employee's legal representatives under this
          Agreement other than those payment amounts accrued and payable
          hereunder at the date of the Employee's death. Anything in this
          Agreement to the contrary notwithstanding, the Employee's family shall
          be entitled to receive benefits at least equal to those provided by
          the Employer to surviving families of executives of the Employer in
          the same or comparable positions under such plans, programs and
          policies relating to family death benefits,


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          if any, as in effect at any time during the 90-day period immediately
          preceding the Commencement Date or, if more favorable to the Employee
          and/or the Employee's family, as in effect at the time of Employee's
          death with respect to other key executives of the Employer in
          comparable positions and their families.

     (b)  Disability. If the Employee's employment is terminated by reason of
          the Employee's Disability, the Employee shall be entitled after the
          Disability Effective Date to receive any amounts then accrued and
          payable hereunder and to receive disability and other benefits at
          least equal to those provided by the Employer to disabled employees
          and/or their families in accordance with such plans, programs and
          policies relating to disability, if any, as in effect with respect to
          executives of the Employer in the same or comparable positions at any
          time during the 90-day period immediately preceding the Commencement
          Date or, if more favorable to the Employee and/or the Employee's
          family, as in effect at the time of the disability termination with
          respect to other key executives of the Employer in comparable
          positions and their families.

     (c)  Cause. If the Employee's employment shall be terminated for Cause, the
          Employer shall pay the Employee his full Base Salary through the Date
          of Termination at the rate in effect at the time Notice of Termination
          is given and shall provide the Employee, through the Date of
          Termination, such welfare benefits, fringe benefits, and other
          perquisites as were provided to the Employee immediately prior to
          delivery to Employee of the Notice of Termination. Subject to Section
          8 below, the Company shall have no further obligation to the Employee
          under this Agreement.

     (d)  Good-Reason; Other Than for Cause or Disability. If the Employer shall
          terminate the Employee's employment with the Employer other than for
          Cause or Disability, or the employment of the Employee with the
          Employer shall be terminated by the Employee for Good Reason,

          (i)  the Employer shall pay to the Employee in a lump sum in cash
               within 30 days after the Date of Termination (except that if the
               Employee is a "Specified Employee" as said term is defined in
               Section 409A of the Internal Revenue Code of 1986, as amended
               (the "Code"), and to the extent deemed necessary by the Company
               in order to comply with said Code section, said payment shall not
               be made prior to the date which is six (6) months after his or
               her separation from service, or if earlier, the Employee's death)
               the aggregate of the following amounts:

                  (A)      if not theretofore paid, the Employee's Base salary
                           through the Date of Termination at the rate in effect
                           on the Date of Termination or, if higher, at the rate
                           in effect immediately prior to the Commencement Date;
                           and

                  (B)      _____ times the sum of (x) the Employee's annual
                           Base Salary at the rate in effect at the time Notice
                           of Termination


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                           was given or, if higher, the rate in effect
                           immediately prior to the Commencement Date and (y) a
                           bonus equivalent equal to the Base Salary as
                           determined in (x) above multiplied by the Target
                           Bonus Percentage most recently applied to him for
                           said purpose; provided, however, that the amount paid
                           shall represent a period no longer than the period
                           between the Date of Termination and the Employee's
                           attainment of age sixty-five (65) and shall be
                           prorated on a monthly basis, if necessary;

          (ii) the Employer shall, promptly upon submission by the Employee of
               supporting documentation, pay or reimburse to the Employee any
               business-related costs and expenses (including already accrued
               moving and relocation expenses) paid or incurred by the Employee
               on or before the Date of Termination or within 30 days after the
               Date of Termination which would have been payable under Section
               5(e) if the Employee's employment had not terminated;

         (iii) until the first anniversary of the Employee's Date of Termination
               (such number of months remaining until such first anniversary is
               hereinafter sometimes referred to as the "Unexpired Term"), the
               Employer shall continue benefits (or equivalent coverage) to the
               Employee and/or the Employee's family at least equal to those
               which would have been provided to them in accordance with the
               plans, programs and policies described in Sections 5(d) and 5(f)
               of this Agreement if the Employee's employment had not been
               terminated, if and as in effect at any time during the 90-day
               period immediately preceding the Commencement Date or, if more
               favorable to the Employee, as in effect from time to time during
               the Unexpired Term with respect to other key executives of the
               Employer in comparable positions and their families; provided,
               however, to the extent that said benefits do not constitute
               "reimbursement arrangements" within the meaning of Proposed
               Treasury Regulation 1.409A-1(b)(9)(iv)(A) or any successor
               provision, the Employer shall pay to the Executive, at the time
               provided in subsection (i) above, in a lump sum, an amount equal
               to the Employer's reasonable determination of the present value
               of the continuation of said benefits for said period in lieu of
               continuing said benefits; and

          (iv) upon request by the Employee at any time within one year
               following the Date of Termination, the Employer shall pay any
               reasonable expenses incurred by the Employee in relocating
               Employee and his dependents to any chosen location within the 48
               contiguous United States which is more than 50 miles from the
               Employee's residence on the Date of Termination, except to the
               extent (if any) that the expenses of such relocation have been or
               will be reimbursed by a new employer of Employee. Relocation
               expenses which shall be reimbursed pursuant to this paragraph
               include (1) all closing costs and brokerage or commission fees
               incurred by the Employee in connection with the sale of his home,
               and (2) all costs of moving household goods and


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               personal effects to the new location (including costs of packing
               and unpacking, and insurance for up to $100,000 coverage). In
               addition, upon the written request of the Employee, the Employer
               shall make an offer to purchase the Employee's home for cash in
               an amount equal to the greater of (A) the reasonably estimated
               value of Employee's home six months prior to the occurrence of
               the Change in Control or (B) the reasonably estimated value on
               the Date of Termination (the greater of such values is
               hereinafter referred to as the "Established Value"). For purposes
               of determining the Established Value, the Employer and the
               Employee shall each, at the Employer's expense, engage real
               estate appraisers who are certified to evaluate professionally
               the reasonably estimated values of the home as set forth above.
               The Established Value shall include the land, buildings,
               improvements, and designated items of personal property (limited
               to carpeting and draperies) which the Employee plans to leave
               behind when he or she moves. Upon completion of the two
               appraisals the two will be averaged to determine the Established
               Value. If, however, the lower of the two appraisals varies by
               more than 10% from the higher appraisal, a third appraisal will
               be made at the Employer's expense by an appraiser to be chosen
               mutually by the first two appraisers, and the average of all
               three appraisals will constitute the Established Value. The
               Employer will then offer in writing to purchase the home at the
               Established Value. The Employee will have 60 days from the date
               of the offer within which to accept the offer. The Employee will
               have, at his option, up to 60 days from his acceptance of the
               offer within which to close the sale and vacate the property.
               Additionally, the Employer shall pay the Employee such additional
               amount as is necessary in order to compensate the Employee for
               any taxes which become payable with respect to the expenses
               reimbursed as described in this subparagraph (iv), so that the
               covered relocation expenses are fully reimbursed on an after-tax
               basis.

8.   Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
     the Employee's continuing or future participation in any benefit, bonus,
     incentive or other plan or program provided by the Employer for which the
     Employee may qualify, nor shall anything herein limit or otherwise affect
     such rights as the Employee may have under any other agreements with the
     Company or any of its Subsidiaries. Amounts which are vested benefits or
     which the Employee is otherwise entitled to receive under any plan or
     program of the Company or any of its Subsidiaries at or subsequent to the
     date of Termination shall be in accordance with such plan or program.

9.   Full Settlement. The Company's or Employer's obligation to make the payment
     provided for in this Agreement and otherwise to perform its obligations
     hereunder shall not be affected by any circumstances including, without
     limitation, any set-off, counterclaim, recoupment, defense (except as
     provided in this Agreement) or other right which the Company or Employer
     may have against the Employee or others. In no event shall the Employee be
     obligated to seek other employment by way of mitigation of the amounts
     payable to the Employee under any of the provisions of this Agreement, nor
     shall


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     re-employment of the Employee elsewhere in any way affect or offset the
     amounts payable pursuant to this Agreement, except as provided in Section
     11 (b) below.

         The Company agrees to pay, to the full extent permitted by law, all
legal fees and expenses which the Employee may incur as a result of any contest,
in which the Employee is successful in whole or in part, by the Company or
others of the validity or enforceability of, or liability under, any provision
of this Agreement or any guarantee of performance thereof, plus in each case
interest on the total unpaid amount determined to be payable under this
Agreement, payable at rates of interest equal to the Company's borrowing rate
under its senior bank credit facility (or its equivalent), as determined by the
Compensation Committee acting in good faith, on the first business day in each
such quarter which rate shall be expressed as a daily interest rate.

10.  Tax Gross-Up for Payments by the Company.

     (a)  If a Change in Control of the Company occurs, and any payment or
          benefit provided by the Company or any of its Subsidiaries to or for
          the benefit of the Employee, whether paid or payable or provided or to
          be provided pursuant to the terms of this Agreement or otherwise
          pursuant to or by reason of any other agreement, policy, plan, program
          or arrangement, including without limitation any stock option,
          performance share, performance unit, stock appreciation right,
          restricted stock award, executive incentive award, or similar right,
          or the lapse or termination of any restriction on, or the vesting or
          exercisability of, any of the foregoing (a "Payment"), would be
          subject to the excise tax imposed by Section 4999 of the Internal
          Revenue Code of 1986, as amended (the "Code") (or any successor
          provision) by reason of being considered "contingent on a change in
          ownership or control" of the Company, within the meaning of Section
          280G of the Code (or any successor provision) or to any similar excise
          or penalty tax imposed by state or local law, or any interest or
          penalties with respect to that tax (that tax or those taxes, together
          with any interest and penalties, may be referred to as the "Excise
          Tax"), then, if the Employee complies with the requirements of the
          policy contained in this Section 10, the Employee will be entitled to
          receive an additional payment or payments (collectively, a "Gross-Up
          Payment"). The Gross-Up Payment will be in an amount such that, after
          payment by the Employee of all taxes (including any interest or
          penalties imposed with respect to those taxes), including any Excise
          Tax imposed upon the Gross-Up Payment, the Employee retains an amount
          of the Gross-Up Payment equal to the Excise Tax imposed upon the
          Payment.

     (b)  Subject to the provisions of subparagraph (f) below, all
          determinations required to be made under this policy, including
          whether an Excise Tax is payable by the Employee and the amount of
          that Excise Tax and whether a Gross-Up Payment is required to be paid
          by the Company to the Employee and the amount of that Gross-Up
          Payment, if any, will be made by a nationally recognized accounting
          firm (the "Accounting Firm") selected by the Employee in his sole
          discretion. The Employee will direct the Accounting Firm to submit its
          determination and detailed supporting calculations to both the Company
          and the Employee within thirty (30) calendar days after the Employee's
          receipt of the first Payment upon or following the


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          Change in Control, and any other time or times as may be requested by
          the Company or the Employee. If the Accounting Firm determines that
          any Excise Tax is payable by the Employee, the Company will pay the
          required Gross-Up Payment to the Employee within five (5) business
          days after receipt of the determination and calculations with respect
          to any Payment to the Employee; provided, however, that this and all
          other payments under this Section 10 are subject to any requirement
          for a delay in said payment(s) pursuant to Section 409A of the Code.
          If the Accounting Firm determines that no Excise Tax is payable by the
          Employee, it will, at the same time as it makes that determination,
          furnish the Company and the Employee an opinion that the Employee has
          substantial authority not to report any Excise Tax on his federal,
          state or local income or other tax return. As a result of the
          uncertainty in the application of Section 4999 of the Code (or any
          successor provision) and the possibility of similar uncertainty
          regarding applicable state or local tax law at the time of any
          determination by the Accounting Firm, it is possible that Gross-Up
          Payments which will not have been made by the Company should have been
          made (an "Underpayment"), consistent with the calculations required to
          be made under this policy. If the Company exhausts or fails to pursue
          its remedies pursuant to subparagraph (f) and the Employee
          subsequently is required to make a payment of any Excise Tax, the
          Employee will direct the Accounting Firm to determine the amount of
          the Underpayment that has occurred and to submit its determination and
          detailed supporting calculations to both the Company and the Employee
          as promptly as possible. Any such Underpayment will be promptly paid
          by the Company to, or for the benefit of, the Employee within five (5)
          business days after receipt of the determination and calculations.

     (c)  The Company and the Employee will each provide the Accounting Firm
          access to and copies of any books, records and documents in the
          possession of the Company or the Employee, as the case may be,
          reasonably requested by the Accounting Firm, and otherwise cooperate
          with the Accounting Firm in connection with the preparation and
          issuance of the determinations and calculations contemplated by
          subparagraph (b). Any determination by the Accounting Firm as to the
          amount of the Gross-Up Payment will be binding upon the Company and
          the Employee.

     (d)  The federal, state and local income or other tax returns filed by the
          Employee will be prepared and filed on a consistent basis with the
          determination of the Accounting Firm with respect to the Excise Tax
          payable by the Employee. The Employee will make proper payment of the
          amount of any Excise Payment, and at the request of the Company,
          provide to the Company true and correct copies (with any amendments)
          of his federal income tax return as filed with the Internal Revenue
          Service and corresponding state and local tax returns, if relevant, as
          filed with the applicable taxing authority, and those other documents
          reasonably requested by the Company, evidencing that payment. If prior
          to the filing of the Employee's federal income tax return, or
          corresponding state or local tax return, if relevant, the Accounting
          firm determines that the amount of the Gross-Up Payment should be
          reduced, the Employee shall within five (5) business days pay to the
          Company the amount of that reduction.




                                       11
<PAGE>

     (e)  The reasonable fees and expenses of the Accounting Firm for its
          services in connection with the determinations and calculations
          contemplated by subparagraph (b) will be borne by the Company to the
          extent they are reasonable by industry standards. If those fees and
          expenses are initially paid by the Employee, the Company will
          reimburse the Employee the full amount of those fees and expenses
          within five (5) business days after receipt from the Employee of a
          statement for them and reasonable evidence of his payment of them.

     (f)  The Employee will notify the Company in writing of any claim by the
          Internal Revenue Service or any other taxing authority that, if
          successful, would require the payment by the Company of a Gross-Up
          Payment. That notification will be given as promptly as practicable
          but no later than ten (10) business days after the Employee actually
          receives notice of that claim and the Employee will further apprise
          the Company of the nature of that claim and the date on which that
          claim is requested to be paid (in each case, to the extent known by
          the Employee). The Employee will not pay that claim prior to the
          earlier of (i) the expiration of the thirty (30) calendar-day period
          following the date on which he gives that notice to the Company and
          (ii) the date that any payment of an amount with respect to that claim
          is due. If the Company notifies the Employee in writing prior to the
          expiration of that period that it desires to contest the claim, the
          Employee will:

          (i)  provide the Company with any written records or documents in his
               possession relating to that claim reasonably requested by the
               Company;

          (ii) take that action in connection with contesting the claim as the
               Company reasonably requests in writing from time to time,
               including without limitation accepting legal representation with
               respect to that claim by an attorney competent in respect of the
               subject matter and reasonably selected by the Company;

         (iii) cooperate with the Company in good faith in order effectively to
               contest that claim; and

          (iv) permit the Company to participate in any proceedings related to
               that claim; provided, however, that the Company will bear and pay
               directly all costs and expenses (including interest and
               penalties) incurred in connection with that contest and will
               indemnify and hold harmless the Employee, on an after-tax basis,
               for and against any Excise Tax or income tax, including interest
               and penalties with respect to the Excise Tax, imposed as a result
               of that representation and payment of costs and expenses. Without
               limiting the foregoing provisions of this subparagraph (f), the
               Company will control all proceedings taken in connection with the
               contest of any claim contemplated by this subparagraph (f) and,
               at its sole option, may pursue or forego any and all
               administrative appeals, proceedings, hearings and conferences
               with the taxing authority in respect of that claim (provided,
               however, that the Employee may participate in them at his own
               cost and expense) and may, at its option, either direct the
               Employee to pay the tax claimed and sue for a


                                       12
<PAGE>

               refund or contest the claim in any permissible manner, and the
               Employee will prosecute that contest to a determination before
               any administrative tribunal, in a court of initial jurisdiction
               and in one or more appellate courts, as the Company will
               determine; provided, however, that if the Company directs the
               Employee to pay the tax claimed and sue for a refund, the Company
               will advance the amount of that payment to the Employee on an
               interest-free basis and will indemnify and hold harmless the
               Employee, on an after-tax basis, from any Excise Tax or income or
               other tax, including interest or penalties with respect to the
               Excise Tax, imposed with respect to that advance; and provided
               further, however, that any extension of the statute of
               limitations relating to payment of taxes for the taxable year of
               the Employee with respect to which the contested amount is
               claimed to be due is limited solely to that contested amount.
               Furthermore, the Company's control of any contested claim will be
               limited to issues with respect to which a Gross-Up Payment would
               be payable pursuant to this policy and the Employee will be
               entitled to settle or contest, as the case may be, any other
               issue raised by the Internal Revenue Service or any other taxing
               authority.

11.  Confidential Information; Noncompetition.

     (a)  The Employee shall hold in a fiduciary capacity for the benefit of the
          Company any and all secret or confidential information, knowledge or
          data relating to the Company or any of its Affiliates and their
          respective businesses, which (i) was obtained by the Employee during
          the Employment Period or during the Employee's prior employment by the
          Company or any of its Affiliates and (ii) is not public knowledge
          (other than by acts by the Employee or his representatives in
          violation of this Agreement). After termination of the Employee's
          employment with the Company, the Employee shall not, without the prior
          written consent of the Company, communicate or divulge any such
          information, knowledge or data to anyone other than the Company and
          those designated by it, unless required by legal process.

     (b)  The Employee covenants and agrees with Company, its successors and
          assigns, that during the period of ______ years commencing on his Date
          of Termination, he shall not engage directly or indirectly, or advance
          or lend any money to, or make or hold any investment (other than
          non-controlling ownership of securities in publicly held corporations)
          in or encourage participation by any member of his family, in any
          business (other than a subsidiary or affiliate of Company) which is
          competitive with the business or activities conducted by the Employee
          on behalf of the Company, in those market areas and in those areas of
          responsibility in which he has transacted business or conducted
          himself on behalf of Company prior to or at the time of execution of
          this Agreement. In the event that the Employee breaches this covenant,
          he will forfeit any and all payments or benefits to which he is
          otherwise entitled hereunder and which he has not received as of the
          date of commencement of such competition.

12.  Successors.




                                       13
<PAGE>

     (a)  This Agreement is personal to the Employee and without the prior
          written consent of the Company the benefits accrued and payable
          hereunder shall not be assignable by the Employee otherwise than by
          will or the laws of descent and distribution. This Agreement shall
          inure to the benefit of and be enforceable by the Employee's legal
          representatives.

     (b)  This Agreement shall inure to the benefit of and be binding upon the
          Company and its successors.

     (c)  In the event of a Change in Control of the Company, any Parent Company
          or Successor (as such terms are defined in Appendix I hereof) shall,
          (i) in the case of a Successor, by an agreement in form and substance
          reasonably satisfactory to the Employee, expressly assume and agree to
          perform this Agreement and, (ii) in the case of a Parent Company, by
          an agreement in form and substance reasonably satisfactory to the
          Employee, guarantee and agree to cause the performance of this
          Agreement, in each case, in the same manner and to the same extent as
          the Company would be required to perform if no Change in Control had
          taken place.

13.  Coordination of Benefits. Notwithstanding any contrary provision of this
     Agreement, any amounts paid to Employee pursuant to any other plan or
     agreement on the part of the Company or a Subsidiary which provides
     severance compensation to the Employee under the circumstances which would
     result in payments under this Agreement, the Company's Severance Policy
     shall reduce pro tanto the amounts payable to Employee pursuant to this
     Agreement.

14.  Indemnification. During the Coverage Period, and thereafter with respect to
     any act occurring within said Coverage Period, the Company agrees to
     continue in force any indemnification agreements or obligations which are
     in effect as of the Effective Date, and which would provide indemnification
     to Employee, including any such provisions of the Company's Articles of
     Incorporation or By-laws.

15.  Miscellaneous.

     (a)  This Agreement shall be governed by and construed in accordance with
          the laws of the State of Georgia, without reference to principles of
          conflict of laws. The captions of this Agreement are not part of the
          provisions hereof and shall have no force or effect. This Agreement
          may not be amended or modified otherwise than by a written agreement
          executed by the parties hereto or their respective successors and
          legal representatives.

     (b)  All notices and other communications hereunder shall be in writing and
          shall be given by hand delivery to the other party or by registered or
          certified mail, return receipt requested, postage prepaid, addressed
          as follows:

                           If to the Employee:

                           ------------------------------

                           ------------------------------

                           ------------------------------




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<PAGE>


                           If to the Company:
                           Flowers Foods, Inc.
                           1919 Flowers Circle
                           Thomasville, Georgia  31757
                           Attention:  Secretary
                                       with additional copy to the General
                                       Counsel

          or to such other address as either party shall have furnished to the
          other in writing in accordance herewith. Notice and communications
          shall be effective when actually received by the addressee.

     (c)  The invalidity or unenforceability of any provision of this Agreement
          shall not affect the validity or enforceability of any other provision
          of this Agreement.

     (d)  The Company may withhold from any amounts payable under this Agreement
          such federal, state or local taxes as shall be required to be withheld
          pursuant to any applicable law or regulation.

     (e)  This Agreement contains the entire understanding of the Company and
          the Employee with respect to the subject matter hereof, and supersedes
          any prior agreement between the Company and the Employee with respect
          to said subject matter.

     (f)  The Employee and the Company and any other Employer acknowledge that
          the employment of the Employee by the Employer is "at will," and,
          prior to the Commencement Date, may be terminated by either the
          Employee or the Employer at any time with or without cause of any
          nature.

     (g)  The terms "Change in Control," "Parent Company," "Subsidiary," and
          "Successor" are defined in Appendix I hereto, which is incorporated by
          reference herein. Said definitions may be amended unilaterally by the
          Company, which shall notify the Employee in writing of any such change
          and provide the Employee with a current Appendix I.

     (h)  The terms of this Agreement are confidential, and not to be disclosed
          by the Employee other than to Employee's attorney, accountant, or
          spouse.

          IN WITNESS WHEREOF, the Employee has hereunto set his hand, and the
Company has caused these presents to be executed in its name on its behalf, all
as of the day and year first above written.

                                    FLOWERS FOODS, INC.


                                    By:
                                        ----------------------------------------
                                    Title:
                                           -------------------------------------
EMPLOYEE


---------------------------------



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<PAGE>

                                   APPENDIX I

                          DEFINITIONS OF CERTAIN TERMS

1.   Change in Control--means the occurrence of any one or more of the following
     events, subject to the provisions of subsection (g) hereof:

     (a)  The Company merges into itself, or is merged or consolidated with
          another entity, and as a result of such merger or consolidation, less
          than 51% of the voting power of the then-outstanding voting securities
          of the surviving or resulting entity immediately after such
          transaction are directly or indirectly beneficially owned in the
          aggregate by the former shareholders of the Company immediately prior
          to such transaction;

     (b)  all or substantially all the assets accounted for on the consolidated
          balance sheet of the Company are sold or transferred to one or more
          entities or persons, and as a result of such sale or transfer, less
          than 51% of the voting power of the then-outstanding voting securities
          of such entity or person immediately after such sale or transfer is
          directly or indirectly beneficially held in the aggregate by the
          former shareholders of the Company immediately prior to such
          transaction or series of transactions;

     (c)  a person, within the meaning of Sections 3(a)(9) or 13(d)(3) (as in
          effect on the effective date of this Agreement) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), becomes the
          beneficial owner (as defined in Rule 13d-3 of the Securities and
          Exchange Commission pursuant to the Exchange Act) of (1) 15% or more,
          but less than 35%, of the voting power of the then-outstanding voting
          securities of the Company without prior approval of the Board of
          Directors, or (2) 35% or more of the voting power of the
          then-outstanding voting securities of the Company; provided, however,
          that the foregoing does not apply to any such acquisition that is made
          by (i) any subsidiary; (ii) any employee benefit plan of the Company
          or any subsidiary; or (iii) any person or group of which employees of
          the Company or of any subsidiary control a greater than 25% interest,
          unless the Compensation Committee determines that such person or group
          is making a "hostile acquisition"; or (iv) any person or group of
          which the Company is an affiliate;

     (d)  a majority of the members of the Board of Directors are not Continuing
          Directors, where a "Continuing Director" is any member of the Board of
          Directors who (1) was a member of the Board of Directors on the
          effective date of this Agreement or (2) was nominated for election or
          elected to the Board of Directors with the affirmative vote of a
          majority of the Continuing Directors who were members of the Board of
          Directors at the time of such nomination or election; or

     (e)  the Board of Directors determines that (1) any particular actual or
          proposed merger, consolidation, reorganization, sale or transfer of
          assets, accumulation of shares of the Company or other transaction or
          event or series of transactions or events will, or is likely to, if
          carried out, result in a Change in Control falling within



                                       16
<PAGE>

          subsections (a), (b), (c) or (d) of this definition and (2) it is in
          the best interests of the Company and its shareholders, and will serve
          the intended purposes of this definition, if such actual or proposed
          transaction constitutes a Change in Control.

     (f)  an event described in subsections (a) through (e) above occurs with
          respect to the Employer, if it is not also the Company.

     (g)  Notwithstanding the foregoing provisions hereof:

          (1)  if any such merger, consolidation, reorganization, sale or
               transfer of assets, or tender offer or other transaction or event
               or series of transactions or events mentioned in subsection (e)
               of this definition shall be abandoned, or any such accumulations
               of shares shall be dispersed or otherwise resolved, the Board of
               Directors may, by notice to the affected parties, nullify the
               effect thereof, but without prejudice to any action that may have
               been taken prior to such nullification; and

          (2)  unless otherwise determined in a specific case by the Board of
               Directors, a "Change in Control" shall not be deemed to have
               occurred for purposes of subsection (c) of this definition solely
               because (i) the Company, (ii) a subsidiary or (iii) any the
               Company-sponsored employee stock ownership plan or any other
               employee benefit plan of the Company or any subsidiary either
               files or becomes obligated to file a report or a proxy statement
               under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
               Schedule 14A (or any successor schedule, form or report or item
               therein) under the Exchange Act disclosing beneficial ownership
               by it of shares of the then-outstanding voting securities of the
               Company, whether in excess of 20% or otherwise, or because the
               Company reports that a change in control of the Company has
               occurred or will occur in the future by reason of such beneficial
               ownership.

2.   The term "Parent Company" shall mean a corporation or corporations of which
     the Company becomes a direct or indirect subsidiary, or a corporation or
     corporations, or unincorporated entity or entities, which indirectly
     control the Company by controlling the greatest amount of equity (by vote)
     of the Company.

3.   The term "Subsidiary" shall mean a corporation or other business entity at
     least 50% of whose stock (or other applicable capital interest) is owned
     directly or indirectly by the Company.

4.   The term "Successor" shall mean another corporation or unincorporated
     entity or group of corporations or unincorporated entities which acquires
     all or substantially all of the assets.


                                       17