Code Of Business Conduct And Ethics

CODE OF BUSINESS CONDUCT AND ETHICS

FOR

MEMBERS OF THE BOARD OF DIRECTORS

The Board of Directors (the "Board") of Krispy Kreme Doughnuts, Inc. (the "Company")

has adopted the following Code of Business Conduct and Ethics ("Code") for members of the

Board of Directors of the Company, including Emeritus Directors (all such members being

"Directors" under this Code). This Code is intended to focus the Board and each Director on areas

of ethical risk, provide guidance to Directors to help them recognize and deal with ethical issues,

provide mechanisms to report unethical conduct, and help foster a culture of honesty and

accountability. Each Director must comply with the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise. Accordingly, this Code is

intended to serve as a source of guiding principles for Directors. Directors are encouraged to bring

questions about particular circumstances that may implicate one or more of the provisions of this

Code to the attention of the Chairman of the Governance Committee, who may consult with the

General Counsel of the Company, or outside legal counsel as appropriate.

Directors who also serve as officers of the Company should read this Code in conjunction

with the Company's Code of Business Conduct and Ethics applicable to the Company's employees.

1. Conflict of Interest.

Directors must avoid any conflicts of interest between the Director and the Company. Any

situation that involves, or may reasonably be expected to involve, a conflict of interest with the

Company, should be disclosed promptly to the Chairman of the Board and the Chairman of the

Governance Committee.

A "conflict of interest" can occur when a Director's private interest interferes in any way, or

even appears to interfere, with the interests of the Company as a whole. Conflicts of interest can

also arise when a Director, or his or her immediate family member, takes action or has interests that

may make it difficult to serve as a Director of the Company objectively and effectively or receives

improper personal benefits as a result of his or her position as a Director of the Company. For the

purposes of this Code, "immediate family member" means a person's spouse, parents, children,

siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and

anyone who shares such person's home.

This Code does not attempt to describe all possible conflicts of interest which could

develop. Some of the more common conflicts from which Directors must refrain, however, are set

out below.

* Relationship of Company with third-parties. Directors may not engage in any conduct or

activities that are inconsistent with the Company's best interests or that disrupt or impair

2

CLTLIB01:733617.3

the Company's relationship with any person or entity with which the Company has or

proposes to enter into a business or contractual relationship.

* Compensation from non-Company sources. Directors may not accept compensation (in any

form) for services performed for the Company from any source other than the

Company.

* Gifts. Directors and members of their families may not accept gifts from persons or

entities who deal with the Company in those cases where any such gift has a value

beyond what is normal and customary courtesy in the Company's business and is being

made in order to influence the Director's actions as a member of the Board and where

acceptance of the gifts could create the appearance of a conflict of interest.

* Personal use of Company assets. Directors may not use Company assets, labor or

information for personal use unless approved by the Chairman of the Governance

Committee or as part of a compensation or expense reimbursement program generally

available to all Directors.

2. Corporate Opportunities.

Directors are prohibited from: (a) taking for themselves personally opportunities related to

the Company's business; (b) using the Company's property, information, or position for personal

gain; or (c) competing with the Company for business opportunities; provided, however, if the

Company's disinterested Directors determine that the Company will not pursue an opportunity that

relates to the Company's business, a Director may do so.