INTERSTATE BAKERIES CORP/DE/
AMENDMENT TO STOCK PLAN
<DOCUMENT>
<TYPE>EX-10.13.2
<SEQUENCE>5
<FILENAME>dex10132.txt
<DESCRIPTION>AMENDMENT TO STOCK PLAN
<TEXT>
<PAGE>


                                                                 Exhibit 10.13.2

                                AMENDMENT TO THE
                         INTERSTATE BAKERIES CORPORATION
                            1996 STOCK INCENTIVE PLAN

         WHEREAS, Interstate Bakeries Corporation (the "Corporation") adopted
the Corporation's 1996 Stock Incentive Plan (the "Plan") to enable
employee-directors, non-employee directors, executive officers and employees of
the Corporation to acquire or increase their equity interests in the Corporation
on such reasonable terms as the Board of Directors of the Corporation (the
"Board"), or the Compensation Committee thereof, shall determine;

         WHEREAS, although Article 1.1 expressly provides that the Plan is
designed to enable Employee-Directors (as defined in the Plan) to receive awards
under the Plan, neither Article IV nor Article V contains provisions expressly
permitting awards to be granted to Employee-Directors;

         WHEREAS, the Plan grants the Committee (as defined in the Plan) the
authority to interpret the Plan and has interpreted the Plan as permitting
grants of stock options and shares of restricted Stock to Employee-Directors in
accordance with the Plan's stated purpose; and

         WHEREAS, the Committee recommended to the Board that the Plan be
amended as provided herein and the Board has determined that it is advisable
that the Plan be so amended;

         NOW, THEREFORE, the Plan is amended, effective July 9, 2003, as
follows:

         1. Section 2.12 of the Plan is hereby amended to add the words "and any
Employee-Director" between the words "the Corporation or a Subsidiary" and
"who."

         2. The first paragraph of Article V is hereby amended to delete the
words "employee" and "employees" in first and second sentences of such
paragraph, respectively, and substitute the words "Eligible Employee" and
"Eligible Employees," respectively, in their place

         IN WITNESS WHEREOF, this amendment to the Interstate Bakeries
Corporation 1996 Stock Incentive Plan is hereby adopted as of this 9th day of
July, 2003.

                              INTERSTATE BAKERIES CORPORATION

                              /s/ James R. Elsesser
                              ---------------------------------
                              By:    James R. Elsesser
                              Title: Chief Executive Officer

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</DOCUMENT>
