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                                                                    EXHIBIT 10.2

                 FIRST AMENDMENT TO EMPLOYEE BENEFITS AGREEMENT

         THIS FIRST AMENDMENT TO THE EMPLOYEE BENEFITS AGREEMENT ("Agreement")
is made as of February 6, 2001. The parties ("Parties") to this Agreement are
Flowers Industries, Inc., a Georgia corporation ("Tulip"), and Flowers Foods,
Inc., a Georgia corporation ("Spinco").

                                    RECITALS

         WHEREAS, pursuant to the terms of that certain Distribution Agreement
dated October 26, 2000 ("Distribution Agreement") by and between Tulip and
Spinco, Tulip has agreed to distribute to its shareholders the stock of Spinco
(the "Spin-Off"), to which it will have transferred the stock of those
Subsidiaries and certain other assets owned by Tulip as referred to in Section
2.1 of the Distribution Agreement;

         WHEREAS, Spinco will employ directly certain persons who were employed
by Tulip, and the companies which are or will be owned by Spinco will employ or
continue to employ certain persons who have participated in employee benefit
programs sponsored by Tulip;

         WHEREAS, the Parties entered into an Employee Benefits Agreement, dated
as of October 26, 2000 ("Employee Benefits Agreement") in order to set forth the
terms and conditions pursuant to which Spinco shall provide employee benefits to
those employees of Spinco and its subsidiaries who currently are employed in
connection with the Spinco Business (as that term is defined in Section 1.1 of
the Distribution Agreement), including the arrangements for transition in the
provision of said benefits from plans and programs sponsored by Tulip for its
own employees and those of its Subsidiaries to plans sponsored directly by
Spinco for its employees and those of its Subsidiaries;

         WHEREAS, Section 5.5 of the Employee Benefits Agreement provides that
the Employee Benefits Agreement may be modified or amended by written agreement
of the Parties;

         WHEREAS, the Parties wish to make certain modifications and amendments
to the Employee Benefits Agreement and otherwise to confirm and ratify the
provisions of the Employee Benefits Agreement;

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:

                                   ARTICLE 1

         1.1      Section 2.2(a) of the Employee Benefits Agreement is amended
by deleting the first three sentences and inserting in their place the
following:

                  Effective immediately subsequent to the Distribution Time,
                  Tulip shall terminate the employment of all of the Employees
                  who are employees of Tulip at that time. Spinco shall make an
                  offer of


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                  employment, effective at said time, to substantially all such
                  Employees. Spinco and its Affiliates shall be solely
                  responsible for, and shall indemnify, defend, reimburse and
                  hold Tulip and its Affiliates harmless from and against, any
                  and all obligations to such Employees, whether arising under
                  any Employee Benefit Plan, any Employee/Labor Law or
                  otherwise, arising out of or relating to their employment with
                  Tulip and its Affiliates, including without limitation as a
                  result of the termination of their employment pursuant hereto,
                  the consummation of the transactions contemplated hereby, the
                  making of such offer of employment, and the consequences of
                  such Employees' acceptance or rejection thereof.

                                   ARTICLE 2

         2.1      Section 3.5 of the Employee Benefits Agreement is hereby
amended in its entirety to provide as follows:

                           3.5      Multiemployer Pension Plans. Spinco shall be
                  solely responsible for, and shall indemnify, defend, reimburse
                  and hold Tulip and its Affiliates harmless from and against,
                  any and all liabilities (including without limitation any
                  secondary withdrawal liability) of Tulip and its Affiliates
                  to, with respect to or arising in connection with the Retail,
                  Wholesale and Department Store International Union and
                  Industry Pension Fund, the Bakery and Confectionery Workers
                  Union and Industry Pension Fund, and the Employer-Teamsters
                  Joint Council No. 84 Pension Fund, except for liabilities
                  arising out of the participation in such Pension Funds, as a
                  participating or contributing employer, by Keebler Foods
                  Company or one of its Subsidiaries, with respect to Elf
                  Employees.

                                   ARTICLE 3

         3.1      Section 3.9 of the Employee Benefits Agreement is hereby
amended in its entirety to provide as follows:

                           3.9      Severance. As soon as practicable hereafter,
                  and in no event later than the day before the day during which
                  the Distribution Time occurs: (i) Tulip shall terminate the
                  Tulip Severance Policy pursuant to resolutions substantially
                  in the form attached hereto as Exhibit D; and (ii) Spinco
                  shall establish a severance policy for the benefit of
                  employees of Spinco and its Subsidiaries.


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                                   ARTICLE 4


         4.1      Except as specifically provided herein, the Employee Benefits
Agreement shall remain in full force and effect, in accordance with its terms.

                                   ARTICLE 5

         5.1      Terms that are capitalized, but not defined, herein shall have
the meanings assigned to those terms in the Employee Benefits Agreement.


         IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
executed and delivered as of the day and year first above written.



                                        FLOWERS INDUSTRIES, INC.

                                        By: /s/ G. Anthony Campbell
                                           -----------------------------------
                                        Name: G. Anthony Campbell
                                             ---------------------------------
                                        Title: Secretary and General Counsel
                                              --------------------------------


                                        FLOWERS FOODS, INC.

                                        By: /s/ G. Anthony Campbell
                                           -----------------------------------
                                        Name: G. Anthony Campbell
                                             ---------------------------------
                                        Title: Secretary and General Counsel
                                              --------------------------------


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