<PAGE>   1
                                                                    EXHIBIT 10.1











                           EMPLOYEE BENEFITS AGREEMENT

                                     BETWEEN

                            FLOWERS INDUSTRIES, INC.

                                       AND

                               FLOWERS FOODS, INC.



<PAGE>   2


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                  Page
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<S>      <C>                                                                                                      <C>
ARTICLE 1 DEFINITIONS.............................................................................................   1

         1.1      General.........................................................................................   1
         1.2      Other Definitions...............................................................................   3

ARTICLE 2 CHANGE IN OWNERSHIP.....................................................................................   3

         2.1      Transfer of Certain Employees...................................................................   3
         2.2      Conditions of Employment........................................................................   3
         2.3      Certain Payroll Deductions......................................................................   4
         2.4      Liabilities for Compensation....................................................................   4

ARTICLE 3 EMPLOYEE BENEFIT PLANS AND ARRANGEMENTS.................................................................   4

         3.1      Welfare Benefit Plans...........................................................................   4
         3.2      Accrued Vacation Liability......................................................................   5
         3.3      Tulip Retirement Plan No. 1 and Tulip Retirement Plan No. 2.....................................   5
         3.4      401(k) Plan.....................................................................................   6
         3.5      Multiemployer Pension Plans.....................................................................   6
         3.6      Share Equivalents...............................................................................   6
         3.7      Flexible Spending Accounts......................................................................   6
         3.8      COBRA...........................................................................................   7
         3.9      Severance.......................................................................................   7
         3.10     In General......................................................................................   7
         3.11     Filings and Communications Regarding Employee Benefit Plans and Arrangements....................   7

ARTICLE 4 INDEMNIFICATION.........................................................................................   8

         4.1      Indemnification.................................................................................   8
         4.2      Procedure for Indemnification...................................................................   8

ARTICLE 5 MISCELLANEOUS...........................................................................................   8

         5.1      Binding Agreement...............................................................................   8
         5.2      Assignment......................................................................................   8
         5.3      Notices.........................................................................................   8
         5.4      No Waiver.......................................................................................   8
         5.5      Entire Agreement; Amendment.....................................................................   9
         5.6      Counterparts....................................................................................   9
         5.7      Governing Law...................................................................................   9
</TABLE>


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<PAGE>   3

<TABLE>
         <S>      <C>                                                                                                <C>
         5.8      No Third Party Beneficiaries....................................................................   9
         5.9      Legal Enforceability............................................................................   9
         5.10     Interpretation..................................................................................   9
         5.11     Resolution......................................................................................  10
</TABLE>


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<PAGE>   4


                           EMPLOYEE BENEFITS AGREEMENT


                  THIS EMPLOYEE BENEFITS AGREEMENT ("Agreement") is made as of
October 26, 2000. 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 desire 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;

                  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
                                   DEFINITIONS

         1.1      General. As used in this Agreement, capitalized terms defined
immediately after their use shall have the respective meanings thereby provided,
and the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):

                  Action: any demand, action or cause of action, claim, suit,
arbitration, inquiry, subpoena, discovery request, proceeding or investigation
by or before any court or grand jury, any governmental or other regulatory or
administrative agency or commission or any arbitration tribunal related to,
arising out of or resulting from any Employee Liability.

<PAGE>   5

                  Affiliate: with respect to any specified person, a person
that, directly or indirectly, through one or more intermediaries, controls, or
is controlled by, or is under common control with, such specified person;
provided, that Tulip and Spinco shall not be deemed to be Affiliates of each
other for purposes of this Agreement.

                  Code: the Internal Revenue Code of 1986, as it may be amended
or recodified from time to time.

                  Controlled Group: two or more business entities affiliated
within the meaning of Code Sections 414(b), 414(c), 414(m) and/or 414(o).

                  Distribution Time: Distribution Time will have the same
meaning as specified in Section 1.1 of the Distribution Agreement.

                  Effective Time: the time at which the merger of Merger
Subsidiary into Tulip pursuant to the Merger Agreement becomes effective.

                  Elf Agreement: the Agreement and Plan of Merger dated as of
October 26, 2000, among Elf, Kellogg Company, a Delaware corporation ("Parent")
and FK Acquisition Corp., a Delaware corporation.

                  Employee Benefit Plans and Arrangements: (i) any severance,
disability, cafeteria, bonus, stock option, stock appreciation, stock purchase,
deferred compensation, or similar types of plans, agreements, policies or
arrangements that currently are established, maintained or contributed to by
Tulip or a Subsidiary for the benefit of any former or present Employees or
their beneficiaries, dependents or spouses, (ii) any employee welfare and
employee pension benefit plans (as such terms are defined in Section 3(1) and
3(2), respectively, of ERISA) which are applicable to former or present
Employees or their beneficiaries, dependents or spouses, and that currently are
established, maintained or contributed to by Tulip or any Subsidiary of Tulip,
and (iii) all other Benefit Arrangements and Employee Plans (as those terms are
defined in the Merger Agreement).

                  Elf Employees: Elf Employees will have the same meaning as
specified in the Elf Agreement.

                  Employee/Labor Law: any federal, state, local or municipal law
(including common law), statute, ordinance, regulation, order, decree, judgment,
decision, ruling, permit or authorization (each as may be in effect, applicable
and binding, from time to time) relating or applicable to the work place or to
the employer/employee relationship including, without limitation, any of the
foregoing relating or applicable to wage and hour claims, collective bargaining
and labor laws, ERISA-governed employee benefit and welfare plans, federal,
state and local tax withholding and payment rules and regulations, workers'
compensation and similar laws, accrued vacation statutes, and sexual harassment
and anti-discrimination laws.

                  Employee Liability: any and all debts, charges, liabilities,
warranties and obligations (of any nature or type whatsoever regardless of when
arising), whether accrued, contingent or reflected on a balance sheet including,
without limitation, liability for


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administrative, civil or criminal penalties or forfeitures, arising out of or in
any way relating to any Employee/Labor Law, any of the Employee Benefit Plans
and Arrangements, or any other liability assumed by or made the responsibility
of Spinco and/or its Affiliates under this Agreement, together with any
attorneys' fees or other costs of defending an Action or a claim relating to any
of the foregoing, excluding only liabilities under any Employee/Labor Law that
(i) do not arise under or in any way relate to any of the Employee Benefit Plans
and Arrangements, (ii) are not assumed by or made the responsibility of Spinco
or any of its Affiliates under this Agreement, (iii) are not Spinco Liabilities,
and (iv) arise solely as a result of the employment of Elf Employees by Elf and
its Subsidiaries after the Distribution Time.

                  Employees: all individuals who either (i) are or have been at
any time on or before the Effective Time employees of Tulip or any of its
Affiliates, other than Elf and its Subsidiaries, or (ii) are or have been at any
time (whether before, on or after the Effective Time) employees of Spinco or any
of its Affiliates.

                  ERISA: the Employee Retirement Income Security Act of 1974, as
amended.

                  Merger Agreement: the Agreement and Plan of Restructuring
dated as of October 26, 2000, among Tulip, Parent and Kansas Merger Subsidiary,
a Delaware corporation ("Merger Subsidiary").

                  Share Equivalent: means any stock option, warrant, performance
share or right of conversion issued pursuant to a stock option compensatory plan
or similar arrangements.

         1.2      Other Definitions. Capitalized terms not specifically defined
herein shall have the meanings ascribed thereto in the Distribution Agreement.

                                   ARTICLE 2
                               CHANGE IN OWNERSHIP

         2.1      Transfer of Certain Employees. The Parties acknowledge that
Tulip has transferred or will transfer to Spinco all of the issued and
outstanding capital stock of the Subsidiaries referred to in clause (i) and
clause (ii) of the definition of "Contributed Subsidiaries" in the Distribution
Agreement, in the manner described in Schedule 2.01 to the Distribution
Agreement. Such stock transfers shall result in each such Subsidiary becoming a
wholly-owned subsidiary of Spinco, and shall operate as a transfer of all of the
Employees (other than those employed by Tulip) to the Controlled Group that
includes Spinco immediately after the Distribution Time.

         2.2      Conditions of Employment.

                  (a)      Spinco shall make an offer of employment, effective
not later than the Distribution Time, to all Employees who are employees of
Tulip as of the Distribution Time. The employment with Tulip and its Affiliates
of any such Employee who does not accept such offer of employment shall be
terminated as of the Distribution Time. Spinco and its Affiliates shall be
solely responsible for, and shall indemnify, defend, reimburse and hold Tulip
and its


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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 consummation of the
transactions contemplated hereby, the making of such offer of employment, and
the consequences of such Employees' acceptance or rejection thereof.

                  (b)      Nothing in this Agreement shall require either Spinco
or Tulip to employ any person who declines employment with Spinco. Section 2.1
hereof shall not be interpreted to prohibit or otherwise restrict Spinco from
terminating the employment of any Employee after the Distribution Time, or from
changing the salary or wage range, grade level or location of employment of any
Employee, in accordance with Spinco's personnel policies and procedures
following the Distribution Time, or from making an offer of employment to any
Employee following the Distribution Time. Without limiting the generality of
Section 5.9 hereof, no Employee or other person shall have any rights as a third
party beneficiary under this Agreement.

         2.3      Certain Payroll Deductions. If an Employee has any outstanding
liability or obligation to Tulip (for example, salary advances) which existed at
the Distribution Time (or, if later, as of the time of such Employee's transfer
to Spinco) which has resulted in a special payroll deduction for such Employee,
then, to the extent permitted under applicable law, Spinco will withhold such
amounts from the Employee's compensation (if any) and forward said amount to
Tulip within five business days thereafter.

         2.4      Liabilities for Compensation. Without limiting the generality
of any other provision of this Agreement, Spinco and its Affiliates shall assume
and be solely responsible for, and shall indemnify, defend, reimburse and hold
Tulip and its Affiliates harmless from and against, any and all liabilities for
compensation owed to Employees for services before, on or after the Distribution
Time.

                                   ARTICLE 3
                     EMPLOYEE BENEFIT PLANS AND ARRANGEMENTS

         3.1      Welfare Benefit Plans.

                  (a)      Spinco shall assume the sponsorship of the Tulip
Group Insurance Plan (providing group medical benefits, group dental benefits,
and group term life insurance benefits), the Tulip Long Term Disability Plan
("LTDP"), the Tulip Short-Term Disability Plan ("STDP") the Tulip Section 125
Plan, and the Tulip Section 125 Plan No. 2 (collectively these plans are
referred to herein as the "Tulip Welfare Benefit Plans"), effective as of the
Distribution Time. Tulip and Spinco agree to use their best efforts to arrange
for the assignment from Tulip to Spinco of group insurance policies, contracts
with health maintenance organizations, and all other agreements with third
parties relating to the Tulip Welfare Benefit Plans.

                  (b)      Spinco will provide Employees with credit for service
with Tulip or any Affiliate for purposes of meeting the eligibility period under
Spinco's welfare benefit plans.


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                  (c)      Any Employee who is receiving benefits under the STDP
at the Distribution Time will continue to receive benefits from Spinco under the
STDP under the material provisions in effect at the Distribution Time until he
or she is no longer deemed to be disabled under said provisions or until said
benefits end according to the terms of said Tulip plan or program. Spinco will
be responsible for the administration of claims relating to Employees who are
disabled employees under the STDP.

                  (d)      Spinco and its Affiliates shall assume and be solely
responsible for, and shall indemnify, defend, reimburse and hold Tulip and its
Affiliates harmless from and against, all liabilities to any Employee who was,
as of the Distribution Time, receiving long-term disability benefits under the
LTDP, or who was disabled as of the Distribution Time but had not yet satisfied
the qualification period for the LTDP. Spinco and Tulip shall cooperate to seek
to cause the long-term disability carrier for the LTDP to credit Spinco with
both the claims experience and premium history of Tulip Employees as of the
Distribution Time under the LTDP.

                  (e)      In the event that Tulip receives any premium payments
for health and/or welfare benefits after the Distribution Time from any
Employees with respect to participation in any benefit plan of Spinco subsequent
to the Distribution Time, Tulip will forward said amount to Spinco within two
(2) weeks after said receipt.

                  (f)      Spinco and its Affiliates shall assume and be solely
responsible for, and shall indemnify, defend, reimburse and hold Tulip and its
Affiliates harmless from and against, any and all obligations that Spinco, Tulip
and their respective Affiliates may have to re-employ or reinstate any Employee
who is not in active employment as of the Distribution Time, including without
limitation Employees who are receiving benefits under the STDP or the LTDP or
who are on family and medical leave or other approved leave of absence.

         3.2      Accrued Vacation Liability. Spinco shall credit all Employees
for any accrued vacation and sick leave earned under Tulip vacation and sick
leave policies but not taken by such Employees in the current year through the
Distribution Time. Any such accrued vacation and sick leave shall be credited in
accordance with the paid vacation policy and sick leave policy adopted by
Spinco; provided, however, that without limiting the generality of Section 2.4
above, Spinco and its Affiliates shall assume and be solely responsible for all
liablities for, and shall indemnify, defend, reimburse and hold Tulip and its
Affiliates harmless from and against, any accrued vacation or sick leave, or pay
in lieu thereof, with respect to any Employee, whether incurred by or imposed
upon Tulip under its current vacation policy or sick leave policy, under any
applicable state or local law or statute, or otherwise.

         3.3      Tulip Retirement Plan No. 1 and Tulip Retirement Plan No. 2.
Spinco shall assume sponsorship of the Tulip Retirement Plan No. 1 and of the
Tulip Retirement Plan No. 2 (collectively, "the Pension Plans") as of the
Distribution Time. Tulip shall amend the Pension Plans and transfer sponsorship
thereof to Spinco by adopting amendments to the Pension Plans in substantially
the forms attached hereto as Exhibit A and Exhibit B. Spinco shall acknowledge
its agreement to assume the Pension Plans by executing such amendments.


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         3.4      401(k) Plan.

                  (a)      Spinco agrees to assume sponsorship of the Tulip
401(k) Retirement Savings Plan ("401(k) Plan") as of the Distribution Time.
Tulip shall amend the 401(k) Plan and transfer sponsorship thereof to Spinco by
adopting an amendment to the 401(k) Plan in substantially the form attached
hereto as Exhibit C. Spinco shall acknowledge its agreement to assume the 401(k)
Plan by executing such amendment.

                  (b)      Upon the distribution of all of the outstanding
shares of Spinco common stock to the shareholders of Tulip, pursuant to the
Distribution Agreement, the trustee of the 401(k) Plan shall receive shares of
Spinco. Spinco shall direct such trustee to take the following actions: (i) to
allocate those Spinco shares among the accounts under the 401(k) Plan in
existence at the Distribution Time in proportion to the relative numbers of
Tulip shares allocated to the accounts under the 401(k) Plan as of the
Distribution Time; and (ii) to reinvest any cash received, pursuant to the
transactions contemplated by the Distribution Agreement, in Spinco common stock,
as soon as practicable following the Distribution Time; provided, however, that
the Trustee shall act in accordance with the standards of fiduciary
responsibility set forth in Part 4 of Subtitle B of Title I of ERISA; provided,
further, that the Trustee may accomplish the reinvestment over such period of
time as, in the Trustee's judgment in the exercise of its fiduciary
responsibilities, is advisable in order to avoid a substantial impact on the
market for the Spinco common stock.

         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.

         3.6      Share Equivalents.

                  (a)      All Share Equivalents held by Employees that have
been issued under the Tulip 1982 Incentive Stock Option Plan and the Tulip 1989
Executive Stock Incentive Plan (together, the "Option Plans"), whether vested or
non-vested, shall remain outstanding and unaffected by the Spin-Off.

                  (b)      Each Share Equivalent outstanding after the Spin-Off
shall be treated as set forth in the Merger Agreement.

         3.7      Flexible Spending Accounts. Effective as of the Distribution
Time, Spinco shall assume the sponsorship of, and assume all liabilities of
Tulip and its Affiliates under, the Tulip Dependent Care Assistance Plan
("DCAP"). As soon as practicable following the Distribution Time, Tulip shall
transfer to Spinco an amount of cash equal to the aggregate balance of the
accounts of Employees under the DCAP.


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         3.8      COBRA. Spinco shall be responsible for complying with the
requirements of Code Section 4980B and Part 6 of Title I of ERISA with respect
to all Employees and their "qualified beneficiaries," regardless of whether the
relevant "qualifying event" (as such terms are defined in Code Section 4980B)
occurs prior to, or at or after the Distribution Time.

         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 that is in all material respects the same as the
Tulip Severance Policy, except that references therein to Tulip and its
Subsidiaries shall refer instead to Spinco and its Subsidiaries, respectively.

         3.10     In General. Subject to the provisions of the Distribution
Agreement, Spinco shall be permitted to take all actions that Spinco, in its
discretion, considers necessary or advisable in order to give effect to this
Agreement or to continue or terminate the operation of the Tulip Welfare Benefit
Plans, the Pension Plans, the 401(k) Plan, the Option Plans, and the DCAP
(collectively, the "Plans"), including without limitation: (i) further amendment
or termination of the Plans and any related trust agreements and insurance
contracts; (ii) submission of this Agreement and any such further amendments to
the Pension Plans and the 401(k) Plan to the Internal Revenue Service for a
determination that the Pension Plans and the 401(k) Plan continue to be
qualified, and that the related trusts continue to be tax-exempt, for federal
income tax purposes; (iii) notification to the Pension Benefit Guaranty
Corporation of the assumption of the Pension Plans by Spinco; and (iv) engaging
such investment advisors as Spinco shall select with respect to the assets held
under the Plans at any time. Tulip shall cooperate with Spinco to the extent
necessary to carry out the foregoing actions, provided that such cooperation
shall not result in any liability or cost to Tulip or any of its Affiliates.
Notwithstanding the foregoing: (i) in no event shall Spinco be permitted to take
steps that could lead to the termination of either of the Pension Plans with a
termination date at or before the Distribution Time without the prior written
consent of Parent, as defined in the Merger Agreement; and (ii) if Spinco or any
of its Affiliates receives any formal or informal notice from the Pension
Benefit Guaranty Corporation (the "PBGC") regarding either of the Pension Plans,
which notice either is received before the Distribution Time or involves actual
or potential action by the PBGC that could result in the imposition of any
liability on Tulip or any of its Affiliates, then Spinco shall promptly provide
a copy thereof (or a description thereof, if such notice is not in writing) to
Tulip and Parent, and shall permit Tulip and Parent to participate in any
discussions and comment on any written communications with the PBGC relating to
or arising out of such notice.

         3.11     Filings and Communications Regarding Employee Benefit Plans
and Arrangements. Without limiting the generality of any other provision of this
Agreement, Spinco shall be responsible for making all filings with governmental
authorities and all communications with participants with respect to the
Employee Benefit Plans and Arrangements from and after the Distribution Time.
Tulip shall cooperate with Spinco as to such filings and shall execute any
appropriate forms relating thereto, in each case upon request by Spinco.


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<PAGE>   11

                                   ARTICLE 4
                                 INDEMNIFICATION

         4.1      Indemnification. In addition to the indemnity obligations set
forth in the Distribution Agreement, Spinco agrees to indemnify, defend,
reimburse and hold harmless Tulip and its Affiliates, and the officers,
directors, employees, agents and representatives of Tulip and its Affiliates
(each, an "Indemnified Party"), from and against any and all Actions,
assessments, losses, damages, liabilities, costs and reasonable expenses
including, without limitation, interest, penalties, fines, excise taxes and
reasonable attorneys' fees and expenses, asserted against or imposed upon or
incurred by any Indemnified Party which result from, arise out of or are related
to any Employee Liability or any failure by Spinco or any of its Affiliates to
comply with the terms of this Employee Benefits Agreement.

         Spinco agrees that it will bear full responsibility for, and indemnify
Tulip against any damage, expense or loss resulting from, the design,
administration or funding of all plans adopted and/or implemented by Spinco for
the benefit of Employees and their beneficiaries before, at or after the
Distribution Time.

         Tulip agrees to indemnify, defend, reimburse and hold harmless Spinco
and its Affiliates, and the officers, directors, employees, agents and
representatives of said companies (each, an "Indemnified Party"), from and
against any and all Actions, assessments, losses, damages, liabilities, costs
and reasonable expenses including, without limitation, interest, penalties,
fines, excise taxes and reasonable attorneys' fees and expenses, asserted
against or imposed upon or incurred by any Indemnified Party which result from,
arise out of or are related to any failure on the part of Tulip to comply with
the terms of this Employee Benefits Agreement.

         4.2      Procedure for Indemnification. In the event any action, suit
or proceeding is brought against an Indemnified Party pursuant to this Article 4
hereof, the Parties shall comply with and be subject to the indemnification
procedures set forth in the Distribution Agreement.

                                   ARTICLE 5
                                  MISCELLANEOUS

         5.1      Binding Agreement. This Agreement is binding upon and is for
the benefit of the Parties hereto and their respective successors and permitted
assigns.

         5.2      Assignment. No Party to this Agreement shall convey, assign or
otherwise transfer any of its rights or obligations under this Agreement without
the express written consent of the other Party hereto in its sole and absolute
discretion. No assignment of this Agreement shall relieve the assigning Party of
its obligations hereunder.

         5.3      Notices. All notices or other communications required or
permitted to be given hereunder shall be made pursuant to the notice provisions
set forth in the Distribution Agreement.


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<PAGE>   12

         5.4      No Waiver. No delay on the part of any Party hereto in
exercising any right, power or privilege hereunder shall operate as a waiver,
nor shall any waiver on the part of any Party of any right, power or privilege
operate as a waiver of any other right, power or privilege hereunder, nor shall
any single or partial exercise of any right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege hereunder. The rights and remedies herein provided are cumulative and
are not exclusive of any rights or remedies which the Parties hereto may
otherwise have at law or in equity.

         5.5      Entire Agreement; Amendment. This Agreement, and the
agreements and other documents referred to herein, shall constitute the entire
agreement between the Parties with respect to the subject matter hereof and
shall supersede all prior agreements, understandings, statements or
representations, oral or in writing, of the Parties relating thereto. This
Agreement may be modified or amended only by written agreement of the Parties.
In addition to the foregoing, on and after the Distribution Time, any amendment
to this Agreement must, in the case of Spinco, be approved by one of its elected
officers and in the case of Tulip, be approved by one of its elected officers.
Subject to the requirements of this Agreement, the employee benefit plans and
policies which are referred to in this Agreement or attached as Exhibits to this
Agreement may be amended by their sponsoring companies in any manner which they,
in good faith, determine to be necessary or desirable, provided, that, the Party
making any such amendment to take effect before the Distribution Time must give
the other Party at least five (5) business days written notice before effecting
the amendment.

         5.6      Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.

         5.7      Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Georgia
(regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws) as to all matters including, without limitation, matters
of validity, construction, effect, performance and remedies.

         5.8      No Third Party Beneficiaries. This Agreement is solely for the
benefit of the Parties hereto and is not intended to confer upon any other
person any rights or remedies hereunder.

         5.9      Legal Enforceability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         5.10     Interpretation. The Article and Section headings contained in
this Agreement are solely for the purpose of reference, are not part of the
agreement of the Parties and shall not in any way affect the meaning or
interpretation of this Agreement. The parties have made a good faith effort in
this Agreement to provide for these issues involving employee benefits in the
transaction which can be reasonably foreseen. The parties acknowledge that other
such issues


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<PAGE>   13

may arise, and they agree to work in good faith to resolve any differences in
light of the general philosophy that Spinco intends to be responsible, on an
ongoing basis, for the administration and expense of those benefits which Spinco
will continue for the Spinco Group Employees after the Distribution Time.

         5.11     Resolution. Any disputes between the parties based upon,
related to, or arising in connection with this Agreement shall be resolved in
accordance with the dispute resolution procedure set forth in Section 9.10 of
the Distribution Agreement.

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


                            FLOWERS INDUSTRIES, INC.

                            By: /s/ G. Anthony Campbell
                               ------------------------------------------------
                               Name:
                               Title:

                            FLOWERS FOODS, INC.

                            By: /s/ G. Anthony Campbell
                               ------------------------------------------------
                               Name:
                               Title:


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