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                            AMENDMENT NO. 3
                                   TO
                        THE EARTHGRAINS COMPANY
                  EMPLOYEE STOCK OWNERSHIP/401(k) PLAN


     WHEREAS, The Earthgrains Company (formerly Campbell Taggart, Inc.
and hereafter referred to as the "Company") adopted The Earthgrains
Company Employee Stock Ownership Plan (hereafter referred to as the
"Plan") effective as of July 1, 1994; and

     WHEREAS, the Company desires to amend said Plan effective as of
July 1, 1998,

     NOW, THEREFORE, the Plan is hereby amended, effective as of July
1, 1998, in the following respects.


                                    I.

     Section 2.1(n) of the Plan is hereby deleted in its entirety and
the following is substituted in lieu thereof:

     "(n) Compensation means wages, salaries, fees for professional
          ------------
          services and other amounts received (whether or not in cash)
          for personal services actually rendered in the course of
          employment with the Employer to the extent that the amounts
          are includable in gross income (including, but not limited
          to, commissions paid salesmen, compensation for services on
          the basis of a percentage of profits, commissions on
          insurance premiums, tips, or other expense allowances under
          a nonaccountable plan (as described in Treasury Regulation
          Section 1.62-2(c))) and excluding the following:

               (i)    Bonuses;

               (ii)   Overtime;

               (iii)  Amounts paid on account of the Participant's
                      termination of employment (e.g., vacation pay,
                      severance pay, etc.);

               (iv)   Contributions made to a qualified or non-
                      qualified plan of deferred compensation or under
                      a simplified employee pension plan which are not
                      includable in gross income for the taxable year,
                      or any distributions from a plan of deferred
                      compensation, except that Before-Tax
                      contributions made to this Plan and any salary
                      reductions pursuant to a plan designed to comply
                      with Code Section 125, shall be included;


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               (v)    Amounts realized from the exercise of a non-
                      qualified stock option, or when restricted stock
                      (or property) either becomes freely transferable
                      or is no longer subject to a substantial risk of
                      forfeiture;

               (vi)   Amounts realized from the sale, exchange or
                      other disposition of stock acquired under a
                      qualified stock option;

               (vii)  Other amounts which receive special tax
                      benefits, or contributions made (whether or not
                      under a salary reduction agreement) towards the
                      purchase of an annuity contract described in
                      Code Section 403(b) (whether or not the
                      contributions are actually excludable from gross
                      income); and

               (viii) Amounts (even if includable in gross income)
                      which are reimbursements or other expense
                      allowances, fringe benefits (cash or noncash),
                      moving expenses, deferred compensation, or
                      welfare benefits.

          Notwithstanding the foregoing, Compensation shall include
          foreign earned income as defined in Code Section 911(b),
          whether or not excludable from gross income under Code
          Section 911, except that the exclusions in subsections (i)
          through (viii) above shall apply.

          The annual Compensation of each Employee taken into account
          under the Plan shall not exceed $150,000, as adjusted by the
          Commissioner for increases in the cost of living in
          accordance with Code Section 401(a)(17)(B). The cost-of-
          living adjustment in effect for a calendar year applies to
          any period, not exceeding twelve (12) months, over which
          Compensation is determined (determination period) beginning
          in such calendar year. If a determination period consists of
          fewer than twelve (12) months, the annual compensation limit
          will be multiplied by a fraction, the numerator of which is
          the number of months in the determination period, and the
          denominator of which is twelve (12). For Plan Years
          beginning before July 1, 1997, for purposes of calculating
          the Compensation of an Employee, the rules contained in Code
          Section 414(q)(6) shall apply, except that in applying such
          rules, the term "family" shall include only the spouse of
          the Employee and any lineal descendants of such Employee who
          have not attained age nineteen (19) before the close of the
          Plan Year."


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                                  II.


     Section 3.1 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

     "3.1 Eligibility.
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     An Employee shall be eligible to participate in the Plan if the
     following conditions are satisfied:

     (a)  The Employee is employed by an Adopting Employer;

     (b)  The Employee has been credited with one (1) Year of Service;

     (c)  The Employee is either (i) a resident of the United States
          or (ii) a citizen of the United States who is transferred by
          the Company to a foreign affiliate;

     (d)  The Employee is not a Leased Employee with respect to the
          Employer; and

     (e)  The Employee is not covered by a collective bargaining
          agreement entered into with the Employer which excludes the
          Employee from participation in the Plan.

     The Committee shall notify each Employee of the date he becomes
     eligible to participate in the Plan and the necessary actions that
     may be required on his part to obtain or participate in all
     benefits of the Plan."

     IN WITNESS WHEREOF, The Earthgrains Company has caused this
Amendment No. 3 to the Plan to be executed in its name by its duly
authorized officer this 28th day of September, 1998.


                              THE EARTHGRAINS COMPANY


                              By:  /s/ Edward J. Wizeman
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                              Title:  VP - Human Resources
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