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                               AMENDMENT NO. 7
                                     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/401(k) ("Plan") effective as of July 1, 1994;
and

         WHEREAS, the Company desires to amend said Plan effective as of
July 1, 2000.

         NOW, THEREFORE, the Plan is hereby amended, effective as of July 1,
2000, 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, bonuses, overtime, amounts
                  paid on account of termination of employment (e.g.
                  vacation pay), salary reduction contributions made
                  pursuant to a Plan designed to comply with Code Section
                  125, commissions paid to 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)   Severance pay;

                      (ii)  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;

                      (iii) 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;

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

                      (v)   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.



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                  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 (v) above shall apply.

                  The annual Compensation of each Employee taken into
                  account under the Plan shall not exceed $170,000, 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)."


                                     II.

         Section 6.1 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

                  "6.1. Employer Matching Contribution.
                   -----------------------------------

                  An Adopting Employer shall make a contribution for each
                  calendar month on behalf of each Active Participant who
                  received a Before-Tax Contribution for any payroll period
                  within such calendar month, in an amount equal to 100% of
                  the Participant's Before-Tax Matched Contributions and
                  After-Tax Matched Contributions up to the first 4% of the
                  Participant's Compensation for such calendar month;
                  provided, however, that the Employer Matching
                  Contribution, if any, made on behalf of a Participant who
                  is covered by a collective bargaining agreement entered
                  into with the Adopting Employer may be different from the
                  Employer Matching Contributions for all other
                  Participants, including Participants who are covered by a
                  different collective bargaining agreement entered into
                  with the Adopting Employer.

                  Anything contained herein to the contrary notwithstanding,
                  an Employee who was employed by an Adopting Employer on or
                  before March 26, 1996, and who was not making After-Tax
                  Contributions and/or Before-Tax Contributions to the Plan
                  on March 26, 1996, and who after March 26, 1996 and prior
                  to May 20, 1996, elects to make After-Tax Matched
                  Contributions and/or Before-Tax Matched Contributions to
                  the Plan, shall receive ten (10) Company Shares allocated
                  to the Participant's Matching Contribution Stock Account.
                  This allocation of ten (10) Company Shares is in addition
                  to any other contributions made by an Adopting Employer on
                  behalf of such Participant. A Participant shall have a
                  non-forfeitable interest in such ten (10) Company Shares
                  allocated to his Matching Contribution Stock Account as
                  provided in Section 11.1.

                  The contribution made by an Adopting Employer under this
                  Section shall be identified as an "Employer Matching
                  Contribution" for purposes of this Plan.


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                  The Plan shall use the safe harbor provisions in Code
                  Sections 401(k)(12) and 401(m)(11) as alternatives to
                  satisfying the actual deferral percentage ("ADP") and
                  actual contribution percentage ("ACP") tests under the
                  Code."


                                    III.

         Section 9.2 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

                  "9.2. Stock Funds.
                  -----------------

                  The Trustee shall maintain within the Trust Fund a Stock
                  Fund. The Stock Fund shall be apportioned into the
                  Suspense Fund described in Article 10 and two (2)
                  Participant Stock Funds, including the following:

                  (a) "Loan Purchase Fund" which shall reflect Company
                       ------------------
                      Shares acquired with the proceeds of a Share Purchase
                      Loan and allocated to Participants' Stock Accounts.

                  (b) "Cash Purchase Fund" which shall reflect Company
                       ------------------
                      Shares otherwise acquired and allocated to
                      Participants' Stock Accounts.

                  The Committee shall maintain, with respect to each
                  Participant Stock Fund specified in (a) and (b), above, a
                  separate subaccount under each Stock Account specified in
                  Section 8.3 to reflect the Participant's interest in the
                  Participant Stock Fund attributable to the Stock Account."


         IN WITNESS WHEREOF, the Company has caused this Amendment No. 7 to
be executed as of the 30th day of June, 2000.

                                       THE EARTHGRAINS COMPANY


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

                                       Title: Manager, Employee Benefits
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