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                                 AMENDMENT NO. 4
                                       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/401(k) 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 the
dates specified herein;

         NOW, THEREFORE, the Plan is hereby amended, effective as of the dates
specified herein, in the following respects.


                                       I.


         Effective as of July 1, 1996, the following paragraph (iii) is hereby
added to Section 2.1(ee) of the Plan and shall read as follows:

         "(iii)  Notwithstanding anything contained herein to the contrary, in
                 determining an Employee's Years of Service for purposes of
                 the vesting requirements set forth in Article 11 for an
                 Employee who was an employee of an employer listed below on
                 the date specified below and who becomes an Employee of an
                 Employer who is eligible to participate in the Plan in
                 accordance with Section 3.1 on the date immediately
                 following such date below, such Employee's last period of
                 continuous service with such employer before the date
                 specified below shall be counted:

                 Heiner's Bakery, Inc.       November 30, 1996"


                                       II.


         Effective as of July 1, 1997, paragraph (iii) of Section 2.1(ee) of
the Plan is hereby deleted in its entirety and the following is substituted
in lieu thereof:

         "(iii)  Notwithstanding anything contained herein to the contrary, in
                 determining an Employee's Years of Service for purposes of
                 the vesting requirements set forth in Article 11 for an
                 Employee who was an employee of an employer listed below on
                 the date specified below and who becomes an Employee of an
                 Employer who is eligible to participate in the Plan in
                 accordance with Section 3.1 on the date immediately following
                 such date below, such Employee's last period of continuous
                 service with such employer before the date specified below
                 shall be counted:

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                 CooperSmith, Inc.                     January 16, 1998
                 San Luis Sourdough                    March 11, 1998
                 H & L Baking Company                  July 1, 1997
                 Brothers Baking Company, Inc.         July 1, 1997
                 Heiner's Bakery, Inc.                 November 30, 1996"


                                      III.


         Effective as of January 31, 1998, Section 2.1(tt) of the Plan is
hereby deleted in its entirety and the following is substituted in lieu
thereof:

         "(tt)   "Valuation Date" means each business day as of which the New
                  --------------
                 York Stock Exchange is open for trading."


                                       IV.


         Effective as of April 1, 1998, Section 4.2(a) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

         "(a)    After-Tax Matched Contributions.  After-Tax Matched
                 -------------------------------
                 Contributions shall not be less than one percent (1%) and not
                 more than four percent (4%) of the Participant's Compensation
                 for the Plan Year, or such other limitations as the Committee
                 shall determine; provided however, that with respect only
                 to a Participant who is covered by a collective bargaining
                 agreement, After-Tax Matched Contributions shall not be less
                 than one percent (1%) and not more than three percent (3%) of
                 the Participant's Compensation for the Plan Year, or such
                 other limitations as the Committee shall determine."


                                       V.


         Effective as of April 1, 1998, Section 4.2(c) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

         "(c)    After-Tax Matched Contributions and Before-Tax Matched
                 ------------------------------------------------------
                 Contributions.  The sum of a Participant's After-Tax Matched
                 -------------
                 Contributions and Before-Tax Matched Contributions shall not
                 be less than one percent (1%) and not more than four percent
                 (4%) of the Participant's Compensation for the Plan Year, or
                 such other limitations as the Committee shall determine;
                 provided however, that with respect only to a Participant
                 who is covered by a collective bargaining agreement, the sum
                 of a Participant's After-Tax Matched Contributions and
                 Before-Tax Matched Contributions shall not be less than one
                 percent (1%) and not more than three percent (3%) of the
                 Participant's Compensation for the

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                 Plan Year, or such other limitations as the Committee shall
                 determine."


                                       VI.


         Effective as of April 1, 1998, Section 5.2(a) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

         "(a)    Before-Tax Matched Contributions.  Before-Tax Matched
                 --------------------------------
                 Contributions shall not be less than one percent (1%) and
                 not more than four percent (4%) of the Participant's
                 Compensation for the Plan Year, or such other limitations as
                 the Committee shall determine; provided however, that with
                 respect only to a Participant who is covered by a collective
                 bargaining agreement, Before-Tax Matched Contributions shall
                 not be less than one percent (1%) and not more than three
                 percent (3%) of the Participant's Compensation for the Plan
                 Year, or such other limitations as the Committee shall
                 determine."


                                      VII.


         Effective as of April 1, 1998, Section 5.2(c) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

         "(c)    Before-Tax Matched Contributions and After-Tax Matched
                 ------------------------------------------------------
                 Contributions.  The sum of a Participant's Before-Tax
                 -------------
                 Matched Contributions and After-Tax Matched Contributions
                 shall not be less than one percent (1%) and not more than
                 four percent (4%) of the Participant's Compensation for the
                 Plan Year, or such other limitations as the Committee shall
                 determine; provided however, that with respect only to a
                 Participant who is covered by a collective bargaining
                 agreement, the sum of a Participant's Before-Tax Matched
                 Contributions and After-Tax Contributions shall not be less
                 than one percent (1%) and not more than three percent (3%)
                 of the Participant's Compensation for the Plan Year, or such
                 other limitations as the Committee shall determine."


                                      VIII.


         Effective as of July 1, 1996, Section 9.6(a)(ii) of the Plan is
hereby deleted in its entirety and the following is substituted in lieu
thereof:

         "(ii)   Cash Purchase Fund Shares:  Cash dividends on Company Shares
                 -------------------------
                 held within the Cash Purchase Fund shall be applied to pay
                 principal and interest on the Share Purchase Loan with which
                 such Company Shares were purchased or, if a Share Purchase
                 Loan is not outstanding, shall be applied to acquire Company
                 Shares."

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                                       IX.


         Effective as of January 1, 1998, Section 11.1 of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

         "11.1.  Vesting.
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         (a)     A Participant shall have a non-forfeitable interest in his
                 Anheuser-Busch Stock Account and in his Plan Account
                 attributable to his After-Tax Contributions, Before-Tax
                 Contributions and Rollover Contributions.

         (b)     A Participant, other than a Participant who is covered by a
                 collective bargaining agreement, shall obtain a non-
                 forfeitable interest in his Plan Account attributable to
                 Employer Matching Contributions upon the occurrence of (i)
                 his death or Disability, while an Employee, (ii) layoff for
                 a period exceeding twelve (12) consecutive months, (iii)
                 entry into active duty with any branch of the military
                 services of the United States, or (iv) termination of
                 employment following attainment of age sixty (60). As of any
                 date prior to the occurrence of an event described in (i)
                 through (iv) above, effective as of January 1, 1998, with
                 respect to any Participant on such date other than
                 Participants who are covered by a collective bargaining
                 agreement, a Participant shall obtain a non-forfeitable
                 interest in his Plan Account attributable to Employer
                 Matching Contributions in accordance with the vesting
                 schedule set forth below based upon the number of Years of
                 Service credited to such Participant as of such date:

                       Years of Service                 Vested Percentage
                       ----------------                 -----------------

                         Less than 5                           0%
                          5 or more                           100%


                 Anything contained in this paragraph (b) to the contrary, the
                 vested percentage of a Participant who was a Participant in
                 the Plan on December 31, 1997 shall not be less than the
                 vested percentage in accordance with the provisions of the
                 Plan in effect on December 31, 1997.

         (c)     A Participant who is covered by a collective bargaining
                 agreement shall obtain a non-forfeitable interest in his
                 Plan Account attributable to Employer Matching Contributions
                 upon the occurrence of (i) his death or Disability, while an
                 Employee, (ii) layoff for a period exceeding twelve (12)
                 consecutive months, (iii) entry into active duty with any
                 branch of the military services of

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                 the United States, or (iv) termination of employment
                 following attainment of age sixty (60). As of any date prior
                 to the occurrence of an event described in (i) through (iv)
                 above, such Participant shall obtain a non-forfeitable
                 interest in his Plan Account attributable to Employer
                 Matching Contributions in accordance with the vesting
                 schedule set forth below based upon the number of Years of
                 Service credited to such Participant as of such date:


                       Years of Service                 Vested Percentage
                       ----------------                 -----------------

                              1                                0%
                          2 or more                           100%

         (d)     Anything contained herein to the contrary notwithstanding, (i)
                 a Participant shall have a non-forfeitable interest in his
                 Plan Account attributable to the ten (10) Company Shares, if
                 any, allocated to his Plan Account in accordance with the
                 provisions of Section 6.1 of the Plan, and (ii) an Employee
                 who on October 14, 1996 was employed in the MIS Department and
                 who was transferred on October 15, 1996 to Electronic Data
                 Systems shall have a non-forfeitable interest in his Plan
                 Account as of the date of such transfer."

                                       X.

         Effective as of July 1, 1996, Section 13.5 of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

         "13.5.  Form of Payment.
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                 All payments under this Article shall be in the form of cash
                 and, to the extent that the Participant's Plan Account
                 consists of Company Shares, whole shares; provided that, (i)
                 a Participant or Beneficiary who would otherwise receive
                 Company Shares may instead elect to have such Company Shares
                 converted to cash and the proceeds thereof distributed, and
                 (ii) a Participant or Beneficiary who would otherwise
                 receive cash may instead elect to have such cash converted
                 to shares of Company Shares (whole shares only) and
                 distributed. Any fractional interest in Company Shares shall
                 be converted to cash and distributed. A conversion of
                 Company Shares to cash under this Section shall be made in
                 accordance with Section 17.2. Anything contained herein to
                 the contrary notwithstanding, a Participant or Beneficiary
                 shall receive the value of his Anheuser-Busch Stock Account
                 in the form of cash unless he elects to receive all or part
                 of such Anheuser-Busch

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                 Stock Account in whole shares of Anheuser-Busch Shares. Any
                 fractional interest in Anheuser-Busch Shares shall be paid
                 in cash."

         IN WITNESS WHEREOF, The Earthgrains Company has caused this Amendment
No. 4 to the Plan to be executed in its name by its duly authorized officer as
of the 30th day of June, 1998.


                                           THE EARTHGRAINS COMPANY



                                           By: /s/ Steven G. Gebben
                                              -------------------------------

                                           Title: Manager, Employee Benefits
                                                 ----------------------------


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