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                                                          EXHIBIT 10.1


                     DELTA BEVERAGE GROUP, INC. AND SUBSIDIARIES

                          AMENDED AND RESTATED PHANTOM PLAN

                                                       Dated:  December 31, 1997

     1.   PURPOSE OF THE PLAN.  The purpose of the Delta Beverage Group, Inc.
and Subsidiaries Phantom Plan (the "Plan") is to enable Delta Beverage Group,
Inc. and its subsidiaries (the "Company") to provide an incentive to eligible
employees whose present and potential contributions are important to the
continued success of the Company and to enable the Company to enlist and retain
in its employ the best available talent for the successful conduct of its
business.  It is intended that this purpose will be effected through the
granting of phantom shares.

     2.   DEFINITIONS.  As used herein, the following definitions shall apply:

          (a)  "ACCOUNT" means the bookkeeping account established for a
     Participant on the Company's general ledger to record a Participant's
     benefit under this Plan.

          (b)  "AVERAGE OPERATING CASH FLOW" means the average of the three
     most recent fiscal year's Operating Cash Flow.  In the event of an
     acquisition of a new operating business, Average Operating Cash Flow
     shall be adjusted for the year of acquisition and the next following
     year.  The adjustment to the Average Operating Cash Flow for the
     fiscal year in which the acquisition occurred shall be equal to the
     Operating Cash Flow of the new business, on a pro forma basis, for the
     12-month period ending on the last day of the fiscal year for the
     Company in which the acquisition occurred ("Year One").  The
     adjustment to the Average Operating Cash Flow for the fiscal year
     following the year of the acquisition shall be equal to the average of
     the Operating Cash Flow of the new business for that year and Year
     One.

          (c)  "BASE VALUE" means the Equity Value as of the beginning of
     the fiscal year during which the Board granted the Phantom Shares or
     when Deemed Purchases are made by eligible employees.

          (d)  "BOARD" means the Board of Directors of the Company.

          (e)  "CODE" means the Internal Revenue Code of 1986, as amended
     from time to time, and any successor thereto.

          (f)  "COMMITTEE" means the Committee referred to in Section 4 of
     the Plan.

          (g)  "COMMON STOCK" means the Common Stock of Delta Beverage
     Group, Inc.

          (h)  "COMPANY" means Delta Beverage Group, Inc., a corporation
     organized under the laws of the State of Delaware and its subsidiary
     corporations.

          (i)  "DEEMED PURCHASES" means those Phantom Shares purchased by
     Participants with deferred bonuses as permitted by the Board in its
     sole discretion.

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          (j)  "DEEMED SHARES OUTSTANDING" means as of December 31, 1993,
     one million (1,000,000) shares.  Because shareholders may invest
     additional capital or withdraw capital through a redemption, merger or
     similar transaction (but not dividends), it will be necessary to
     adjust the number of Deemed Shares Outstanding.  Therefore, the Board
     will increase annually the Deemed Shares Outstanding as of the
     beginning of the fiscal year to reflect any shareholder capital
     contributions during the fiscal year and decrease annually the Deemed
     Shares Outstanding as of the beginning of the fiscal year to reflect
     any shareholder capital withdrawals during the fiscal year.  The
     adjustments to the number of Deemed Shares Outstanding shall be
     reflected by considering the value of the shareholder capital
     contribution or withdrawal as a percent of the Equity Value of the
     Company immediately before the capital contribution.  If in the
     Board's sole discretion, it determines that a similar shareholders'
     equity transaction has occurred for which this paragraph does not
     explicitly address, it can cause an increase or decrease in Deemed
     Shares Outstanding.

          (k)  "DETERMINATION DATE" means the last day of the Company's
     fiscal year preceding the Event of Distribution.  The first
     Determination Date shall be December 31, 1993.

          (l)  "DIRECTOR" means a member of the Board.

          (m)  "DISABILITY" means disability as determined under procedures
     established by the Board for purposes of this Plan.

          (n)  "DISTRIBUTION PER SHARE" means the aggregate dividends
     declared and distributed during the fiscal year by the Company for the
     fiscal year, divided by the Deemed Shares Outstanding as of the
     beginning of the fiscal year.

          (o)  "EQUITY VALUE" means the Average Operating Cash Flow of the
     Company multiplied by the Multiplier plus any Excess Cash less any
     liability represented by debt (other than debt reflected on the
     financial statements of the Company to reflect payments due under the
     Plan) and Preferred Stock outstanding for the fiscal year ending on a
     Determination Date.  To the extent the entire Operating Cash Flow of
     the New Orleans joint venture is included in determining Operating
     Cash Flow, an adjustment will be made to remove the value of the
     minority interest in the joint venture pursuant to the partnership
     agreement from Equity Value.  The same methodology which is used for
     determining the Equity Value shall be used in determining the value of
     the minority interest in the joint venture, as applied by the Board in
     its sole discretion; PROVIDED, HOWEVER, that the value of the minority
     interest in the joint venture shall not be less than the value at
     which such interest is carried in the audited financial statements of
     the Company for the relevant year.  For purposes of determining Base
     Value, Equity Value shall be determined using the Average Operating
     Cash Flow for the three years ending immediately before the year of
     the grant of the Phantom Share Awards.

          (p)  "EQUITY VALUE PER SHARE" means the Equity Value divided by
     Deemed Shares Outstanding.

          (q)  "EVENT OF DISTRIBUTION" means the occurrence of the earlier
     of one of the following events which will cause a participant's
     Account to be distributed:

               i)   Death;

               ii)  Disability;

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               iii) Involuntary Termination by the Company without cause;

               iv)  Voluntary Termination;

               v)   Retirement at or after age 65; or

               vi)  Inservice Distribution pursuant to the provisions of
                    paragraph 7 hereof.

          (r)  "EXCESS CASH" means the cash accumulated by the Company in
     excess of the amount determined necessary by the Board (in its sole
     discretion) for current operating needs and/or as required under the
     Company's debt covenants.

          (s)  "MULTIPLIER" shall be the factor set by the Board from time
     to time which, in its sole discretion, most appropriately reflects the
     value of the Company. The Multiplier factor will initially be set at
     7.

          (t)  "NET WORKING ASSETS" shall mean current assets less current
     liabilities as these items are classified under generally accepted
     accounting principles except as provided herein. Specifically excluded
     from current assets are cash and cash equivalents, short-term
     investments and deferred tax assets.  Specifically excluded from
     current liabilities is current maturities of long-term debt (including
     long-term debt which reflects payments due under the Plan) and tax
     liabilities.

          (u)  "OPERATING CASH FLOW" means Operating Earnings plus
     depreciation, plus or minus the change in Net Working Assets for the
     period ending on the Determination Date.

          (v)  "OPERATING EARNINGS" shall mean income from operations
     before amortization, interest, income taxes, management fees and
     nonrecurring expenses.

          (w)  "PARTICIPANT" means any officer or key employee of the
     Company who has been selected by the Board to receive an award under
     this Plan.

          (x)  "PHANTOM SHARE(S)" means the phantom share(s) awarded to
     Participants under Section 6 below.

          (y)  "PLAN" means the Delta Beverage Group, Inc. and Subsidiaries
     Phantom Plan, as hereinafter amended from time to time.

     3.   ELIGIBLE PARTICIPANTS.  Any officer or other key employee of the
Company, a subsidiary of the Company or any entity which has entered into a
management agreement with the Company (each a "Participating Entity"), whom the
Board deems to have the potential to contribute to the future success of the
Company (an "Eligible Participant") shall be eligible to receive awards under
the Plan.

     4.   ADMINISTRATION.

          (a)  COMMITTEE.  The Plan shall be administered by the Board or,
     if established by the Board, by a committee appointed by the Board of
     Directors (the "Committee").  If appointed, the Committee shall have
     all of the rights and responsibilities of the Board under the Plan.
     Committee members shall serve for such term as the Board may in each
     case determine, and shall be subject to removal at any time by the
     Board.  Vacancies on the Committee, however caused,

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     shall be filled by the Board.  The Committee shall select one of its
     members as chairman, and shall hold meetings at such times and places as
     it may determine. A majority of the Committee shall constitute a quorum,
     and acts of the Committee approved at a meeting at which a quorum is
     present, or acts approved in writing by all of the members of the
     Committee, shall be valid acts of the Committee.  Awards to officers of the
     Company shall be made upon approval by the Board or, if the Committee is
     given general authority to do so by the Board, upon approval by the
     Committee without review by the Board.

          (b)  AUTHORITY.  Subject to the general purposes, terms and
     conditions of the Plan, the Board shall have full power to implement
     and carry out the Plan including, but not limited to, the following:

               i)   to select the individuals to whom Phantom Share Awards
          may be granted hereunder from time to time;

               ii)  to determine whether and to what extent Phantom Share
          Awards are granted hereunder;

              iii)  to determine if Participants may purchase Phantom
          Shares with deferred bonuses;

               iv)  to approve forms of agreement for use under the Plan;

                v)  to determine the terms and conditions, not inconsistent
          with the terms of the Plan, of any award granted hereunder
          (including, but not limited to, the price and any restriction or
          limitation, or any vesting acceleration or waiver of forfeiture
          restrictions regarding any Phantom Share Award based in each case
          on such factors as the Board shall determine, in its sole
          discretion);

               vi)  to determine whether and under what circumstances the
          Board needs to exercise its discretion to implement action
          granted it by Section 7 of this Plan; and

              vii)  to adjust the Multiplier applied to the Average
          Operating Cash Flow in determining Equity Value in the event of a
          change in the economic or other conditions affecting the
          Company's value.

          (c)  To assist the Board in understanding how it is intended that
     this Plan is to function, a hypothetical example titled "Schedule A:
     Example" is attached.  The method for calculating the Base Value as of
     December 31, 1993 is included within Schedule A.

          The Board shall have the sole authority to construe and interpret
     the Plan, to prescribe, amend and rescind rules and regulations
     relating to the Plan, and to make all other determinations necessary
     or advisable for the administration of the Plan.  All determinations
     shall be binding and conclusive on all parties.

     5.   DURATION OF THE PLAN.  The Plan shall remain in effect until
terminated in writing by the Board under the terms of the Plan.

     6.   PHANTOM SHARE AWARDS.

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          (a)  PROCEDURE.  The Board, in its sole discretion, may grant
     phantom share award(s) (the "Phantom Share Award(s)") to Eligible
     Participants.  The Board, in its sole discretion, may also permit
     Participants to enter into Deemed Purchases of additional Phantom
     Shares with deferred bonuses.  When a Deemed Purchase occurs, the
     Company will then become obligated for the Phantom Stock Award Base
     Value for the number of Phantom Shares deemed to have been purchased
     by the Participant and the obligation of the Company for deferred
     bonuses will be reduced by the amount of the Deemed Purchase price of
     the Phantom Shares.

          Each Phantom Share Award shall be evidenced by a written Phantom
     Share Award Certificate which shall be in such form and contain such
     provisions as the Board shall from time to time deem appropriate.  The
     following terms and conditions shall apply to each Phantom Share
     Award:

               i)   PHANTOM SHARE AWARD BASE VALUE.  Each Phantom Share
          Award shall have a fixed value on the date of the grant equal to
          the Equity Value Per Share as of the Determination Date preceding
          the date of the grant multiplied by the number of Phantom Shares
          granted in the Award ("Phantom Share Award Base Value").  The
          Participant shall not be entitled to payment of the Phantom Share
          Award Base Value awarded to him or her.  The Participant shall be
          entitled only to have credited to his or her Account the increase
          in the value of his or her Phantom Shares over the Phantom Share
          Award Base Value until the occurrence of an Event of
          Distribution.

               ii)  VESTING PERIOD.  Each Phantom Share Award other than
          Deemed Purchases under Section 6(a), shall be subject to a
          vesting restriction.  A Phantom Share Award shall be one hundred
          percent (100%) vested on the earlier of the third anniversary of
          the date of the grant of the Phantom Share Award, upon the
          Participant's death, Disability, involuntary termination, or
          retirement at age 65.

               Notwithstanding the above, all Phantom Share Awards shall be
          100% vested upon the sale of the stock or substantially all of
          the assets of the Company or the occurrence of an event that
          results in a change of stock ownership of greater than 50% from
          the shareholder of records as of the Effective Date, excluding
          purchases by the Pohlad Companies, its shareholders or their
          family members, or its affiliates.

               iii) PAYMENT AND FORM OF PAYMENT.  A Participant's right to
          payment of the amounts credited to his or her Phantom Share Award
          Account shall occur upon an Event of Distribution.  Payment of a
          Participant's Phantom Share Award Account shall be made in five
          (5) substantially equal installments after an Event of
          Distribution.  The first installment shall be made within sixty
          (60) days after the occurrence of an Event of Distribution.
          Interest shall be credited to a Participant's Account commencing
          on the first anniversary of the date of the first installment
          payment from the Participant's Account.  Interest shall be
          credited at the reference rate charged by Company's principal
          lender in effect on each anniversary of the date of the first
          installment payment from the Participant's Account.  The Board
          may, in its sole discretion, accelerate payment of the
          Participant's Account subject to all federal laws and
          regulations.  If an Inservice Distribution was made to a
          Participant within eighteen months

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          prior to the Event of Distribution for which payments are to be made
          under this paragraph 6(a)iii), then the Board may, in its sole
          discretion, pay the Phantom Share Award in five (5) substantially
          equal installments, with the first installment to be made one (1) year
          after the occurrence of the Event of Distribution.

               In no event, however, shall payment of a Phantom Share Award
          Account exceed the "Maximum Award".  The Maximum Award shall be
          defined as 40 times a Participant's final annual compensation,
          including base compensation and bonus, for the fiscal year
          immediately prior to the year in which the payment is made (the
          "Preliminary Maximum Award").   Final annual compensation shall
          for this purpose include any amounts deferred by the Participant
          into a qualified retirement plan, into a deferred compensation
          plan or contributed to a cafeteria plan established under the
          provisions of Section 125 of the Internal Revenue Code.  The
          Maximum Award shall be adjusted to recognize the length of
          service of the Participants.  The Maximum Award shall assume a
          Participant has been employed for 10 years.  The Maximum Award
          shall be adjusted by a percentage determined as follows:  the
          numerator of the percentage shall be the number of 12 consecutive
          month periods of employment with a Participating Entity and the
          denominator shall be 10.  The Preliminary Maximum Award shall be
          multiplied by this fraction in order to determine the actual
          Maximum Award applied hereunder.

               iv)  WITHHOLDING TAXES.  In connection with each installment
          pursuant to an Event of Distribution or Inservice Distribution,
          the Company shall have the right to require the Participant to
          remit the Company an amount sufficient to satisfy federal, state
          and local withholding tax requirements.  Alternatively, the
          Company may, in its sole discretion, elect to make such
          installment payments net of any amount sufficient to satisfy
          federal, state and local withholding tax requirements.

               v)   DISTRIBUTION EQUIVALENT.  The holder of a Phantom Share
          Award shall be entitled to have his or her number of Phantom
          Share Awards increased by a number equal to the product of
          multiplying Distributions Per Share times the number of Phantom
          Share Awards credited to such person's Account as of the
          beginning of the fiscal year, then dividing this product by the
          Equity Value Per Share as of the end of the fiscal year.

               vi)  TRANSFER/LEAVE OF ABSENCE.  For Plan purposes, a
          transfer of any Participant from the Company to another Pohlad
          Companies' subsidiary or vice-versa, or a leave of absence duly
          authorized by the Company shall not be deemed a termination of
          employment or a break in the vesting period.  In the event of a
          transfer, the Participant's Phantom Share Awards shall be frozen
          and shall be credited with interest at the rate set out in
          paragraph 6(iii) from the date of transfer until the occurrence
          of an Event of Distribution (in which case the name of the
          subsidiary shall be substituted for the Company in Paragraph
          2(p)(iii)).  In the case of any Participant on an approved leave
          of absence, the Board or its delegatee may make such provision
          respecting continuance of the Phantom Share Award while on leave
          from the employ of the Company as it may deem appropriate.

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               vii) ISSUANCE OF SHARES.  With respect to Phantom Share
          Awards which the Board decides, in its sole discretion, to pay in
          Common Stock, the Company shall, without transfer or issue tax to
          the person entitled to receive the shares, deliver to such person
          a certificate or certificates for a percentage of Common Stock
          equal to the number of the Phantom Share Awards in the
          Participant's Account (as of the last preceding Determination
          Date) divided by the total Deemed Shares Outstanding on the last
          preceding Determination Date.  Contemporaneous with the delivery
          of such certificates to the Participant, the Participating Entity
          and the Participant shall enter into a buy/sell agreement related
          to Participant's shares of Common Stock which agreement shall be
          agreed to by Participant and the Participating Entity.

              viii)  COVENANT NOT TO COMPETE/NON-SOLICITATION.  Each
          Participant shall be subject to a non-compete and
          non-solicitation restriction in consideration of the grant of a
          Phantom Share Award.  During the Participant's employment with
          the Company and for a period of three (3) years after an Event of
          Distribution, the Participant shall not directly or indirectly,
          within any franchise territory of the Company in which the
          Company distributes beverage products on the date of an Event of
          Distribution, engage in any activities that compete with the
          Company.  An activity shall be considered competitive with the
          Company if said activity directly or indirectly competes with
          Company's business as it is conducted during the term of this
          Agreement, including without limitation, the distribution of
          beverage products.

               During the course of Participant's employment with the
          Company and for a period of three (3) years after an Event
          of Distribution, Participant will not cause or attempt to
          cause any existing or prospective customer, client or
          account to divert, terminate, limit or in any manner modify
          or fail to enter into any actual or potential business
          relationship with the Company.

               During the course of Participant's employment with the
          Company and for a period of three (3) years after an Event of
          Distribution, Participant will not directly or indirectly employ
          or conspire with others to employ any of Company's salaried or
          hourly employees that have been employed by Company during the
          one (1) year period prior to Participant's Event of Distribution.
          The term "employ" for purposes of this paragraph means to enter
          into an arrangement for services as a full-time or part-time
          employee, independent contractor, agent, or otherwise.

               Participant shall inform any new employer or other person or
          entity with whom Participant enters a business relationship
          during the three (3) year period after an Event of Distribution,
          before accepting employment or entering the business
          relationship, of the existence of this Agreement and give such
          employer, person or other entity a copy of this Section 6(viii).

               ix)  CLAIMS PROCEDURE.  The Board shall establish a claims
          and claims review procedure for Participants.

     7.   INSERVICE DISTRIBUTION.  A Participant who remains actively employed
and who has not incurred any of the Events of Distribution set forth in
subparagraphs 2(q)i)-v) may elect to receive one or more Inservice

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Distribution(s) for an aggregate of not more than 30% of the Phantom Shares
which have been awarded to that Participant.  In order to receive such a
distribution the Participant must deliver a written request to the Board setting
forth the desired date of distribution and the number of Phantom Shares the
Participant seeks to have distributed.  Distributions will be in cash within
sixty (60) days after delivery of the written request.  The value of each
Phantom Share being distributed shall be determined according to the increase in
the Equity Value Per Share over the Phantom Share Award Base Value per share
from the date of the grant until the Event of Distribution defined in paragraph
2(q)vi).  A Participant shall only be entitled to exercise this right to the
extent he or she is vested in the Phantom Shares.  Distribution of Phantom
Shares or their equivalent value under this provision shall extinguish all
rights and interest in those Phantom Shares distributed.

     8.   CONVERSION OR DEFERRAL PROVISIONS.  The Board may convert a
Participant's Account to Common Stock or to defer any payment currently due to
such time that there are funds that exceed the current need for additional
capital of the Company and/or to repay any debt obligations resulting from a
requirement to add any capital to the Company.  The number of shares of Common
Stock to be issued will be determined as set out in Section 6(vii).  The Board,
in its sole discretion, may also determine whether and under what circumstances
Phantom Share Awards may be settled in cash or Common Stock or whether an award
payable under the Plan shall be deferred either automatically or upon the
discretion of the Board.  Conversion and deferral rights shall not apply to
Events of Distribution set forth in subsection 2(q)vi).

     9.   ADJUSTMENTS.  In order to simplify the administration of this Plan, it
is intended that adjustments for the acquisition of additional operating
businesses be made in a manner which in the Board's opinion, is representative
of a pro forma full year operation for the acquired business.  This
simplification rule applies to but is not limited to Equity Value Per Share,
Deemed Shares Outstanding and Distributions Per Share.

     10.  WITHHOLDING TAXES.  Whenever, under the Plan, shares of Common Stock
are to be issued in satisfaction of Phantom Share Awards granted thereunder, the
Company shall have the right to require the recipient to remit to the Company an
amount sufficient to satisfy Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares.  The Company may, in its sole discretion, determine that a Participant
may elect to have his or her requirement under this Section satisfied by having
the Company withhold shares otherwise issuable pursuant to the Plan having a
fair market value equal to the tax liability.  Whenever, under the Plan,
payments are to be made in cash, such payment shall be net of an amount
sufficient to satisfy Federal, state and local withholding tax requirements.

     11.  NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of the Plan by the
Board, nor any provision of the Plan shall be construed as creating any
limitations on the power of the Board to adopt such additional compensation
arrangements as it may deem desirable and such arrangements may be either
generally applicable or applicable only in specific cases.

     12.  EMPLOYMENT RELATIONSHIP.  Nothing in the Plan or any award made
thereunder shall interfere with or limit in any way the right of the Company to
terminate any Participant's employment at any time, with or without cause, nor
confer upon any Participant any right to continue in the employ of the Company.

     13.  RIGHTS AS A SHAREHOLDER.  The holder of a Phantom Share Award shall
have no rights as a shareholder with respect to any Common Stock unless and
until the date of issuance of a stock certificate to him or her for such Common
Stock.

     14.  NONASSIGNABILITY OF AWARDS.  No awards made hereunder shall be
assignable or transferable by the recipient except by will or by the laws of
descent and distribution and as otherwise consistent with the specific Plan
provisions relating thereto.

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     15.  AMENDMENT, SUSPENSION, OR TERMINATION OF THE PLAN.  The Board may at
any time amend, alter, suspend, or discontinue the Plan by written action, but
no amendment, alteration, suspension, or discontinuation shall be made which
would impair the rights of any Participant under any grant theretofore made,
without his or her consent.

     16.  GOVERNING LAW.  Except where superseded by federal law, this Plan
shall be construed, administered, and governed by the laws of the State of
Minnesota.

     17.  SEVERABILITY.  If any portion or provision of this Plan shall be
deemed invalid or unenforceable, in whole or in part, than such provision or
portion shall be deemed to be modified or restricted to the extent and in the
manner necessary to render the same valid and enforceable, or shall be deemed
excised from this Plan, as the case may require, and this Plan shall be
construed and enforced to the intent permitted by federal and Minnesota law, as
if so modified or restricted, or as if such provision or portion had not been
originally incorporated herein, as the case may be.

     18.  EFFECTIVE DATE OF THE PLAN.  The Plan shall become effective as of
January 1, 1994.  The Plan was amended and restated as of December 31, 1997.


                              DELTA BEVERAGE CROUP, INC.



                              By:      /s/ Robert C. Pohlad
                                  ------------------------------
                                       Robert C. Pohlad
                                      Its: Chief Executive Officer