<PAGE>

                               AMENDMENT NO. 5
                                     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
July 1, 1998;

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

                                     I.

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

         "(cc)    "Participant" means an Active Participant or a Former
                   -----------
                  Participant. Except for purposes of Articles 3 through 7
                  and 15 and 16, the term "Participant" also includes any
                  Employee who has satisfied the eligibility conditions of
                  Sections 3.1(a), (c), (d) and (e) but not the conditions
                  of Section 3.1(b) and for whom a Plan Account is
                  maintained to reflect a Rollover Contribution."

                                     II.

         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:

                  Southern Bakeries                        August 18, 1998
                  IBC Grand Junction                       October 3, 1998
                  CooperSmith, Inc.                        January 16, 1998
                  San Luis Sourdough                       March 11, 1998

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                  H & L Baking Company                     July 1, 1997
                  Brothers Baking Company, Inc.            July 1, 1997
                  Heiner's Bakery, Inc.                    November 30, 1996"

                                    III.

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

         "3.1.   Eligibility.
          ------------------

         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)      With respect to an Employee who is employed on June 30,
                  1998 or any day thereafter, if (i) such Employee is not
                  covered by the terms of an existing or expired collective
                  bargaining agreement, such Employee has been credited with
                  six (6) months of service, or (ii) if such Employee is
                  covered by the terms of an existing or expired collective
                  bargaining agreement which does not exclude such Employee
                  from participation in the Plan in accordance with 3.1(e)
                  below, such Employee has been credited with one (1) Year
                  of Service;

         (c)      The Employee is (i) a resident of the United States, or
                  (ii) a citizen of the United States who is employed by
                  Europate, S.A. or by Bimbo, S.A.;

         (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 an adopting Employer pursuant
                  to which retirement benefits were the subject of good
                  faith bargaining which agreement excludes the Employee
                  from participation in the Plan. (See Appendix H for a list
                  of unions whose collective bargaining agreements provide
                  for 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.

         The term "six months of service" as used in (b) above means the
         period of continuous service beginning on the date the Employee is
         first credited


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         with an Hour of Service and ending on the date which is six months
         following such date.

         Notwithstanding anything contained herein to the contrary, an
         employee who was an employee of an employer listed below on the
         date immediately preceding the date below and who became an
         Employee of the Company or an Adopting Employer on the date
         specified below shall become a Participant in the Plan on the date
         specified below if such Employee satisfied, on the date specified
         below, the conditions specified in subsections 3.1(a), (c), (d) and
         (e) above, notwithstanding that the condition of paragraph (b) of
         Section 3.1 was not satisfied:

         Southern Bakeries                                 August 19, 1998
         IBC Grand Junction                                October 4, 1998
         CooperSmith, Inc.                                 January 17, 1998
         San Luis Sourdough                                March 12, 1998
         H & L Baking Company                              July 2, 1997
         Brothers Baking Company, Inc.                     July 2, 1997
         Heiner's Bakery, Inc.                             December 1, 1996"

                                     IV.

         Section 11.1 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

         "11.1.   Vesting.
          ---------------

         (a)      A Participant who is a Participant on July 1, 1998, other
                  than a Participant who is covered by a collective
                  bargaining agreement, shall have a non-forfeitable
                  interest in his entire Plan Account.

         (b)      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, 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:



                                   - 3 -

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<PAGE>

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

                               1                                0%
                           2 or more                           100%

         (c)      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."

                                     V.

         The second paragraph of Section 11.3 of the Plan is hereby deleted
in its entirety and the following is substituted in lieu thereof:

         "The portion of the Participant's Plan Account in which he does not
         have a vested interest shall be applied, for the Plan Year in which
         the Participant's employment with all Employers terminates, first
         to restore amounts in accordance with the provisions of this
         Section 11.3 and the remainder, if any, thereafter shall be applied
         to reduce administrative expenses of the Plan. If the Participant
         is reemployed by the Company or an Adopting Employer before he
         incurs five (5) consecutive Breaks in Service, then he shall have
         restored to his Employer Matching Contribution Account as of the
         last day of the calendar month in which he is reemployed an amount
         equal to the amount of such forfeiture. Any amount restored shall
         come from forfeitures, and if such forfeitures are not sufficient,
         the Company shall restore such amount."

                                     VI.

         Section 15. 1 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

         "15.1.   Eligibility.
          -------------------

         A Participant may withdraw an amount from his Plan Account in
         accordance with such rules and procedures as prescribed by the
         Committee for the administration of a withdrawal program under the
         Plan. The withdrawal program shall be administered by the Committee
         on a uniform and nondiscriminatory basis. For purposes of this
         Article 15, (a) an alternate payee under a qualified domestic
         relations order, as defined in Code Section 414(p), and (b) an
         Employee described in Section 2.1 (cc) who has satisfied


                                   - 4 -

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<PAGE>

         the eligibility conditions of Section 3.1(a), (c), (d) and (e) and
         for whom a Plan Account is maintained to reflect a Rollover
         Contribution, shall not be permitted to make a withdrawal from the
         Plan pursuant to this Section."

                                    VII.

         Section 16.1 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

         "16.1.   Loan Program; Eligibility.
          ---------------------------------

         A Participant who is employed by the Employer may borrow from the
         Trust in accordance with such rules and procedures as prescribed by
         the Committee for the administration of a loan program under the
         Plan. The loan program shall be administered by the Committee on a
         uniform and nondiscriminatory basis and in a manner designed to
         insure that loans are available to all such Participants on a
         reasonably equivalent basis. For purposes of this Article 16, (a)
         an alternate payee under a qualified domestic relations order, as
         defined in Code Section 414(p), and (b) an Employee described in
         Section 2.1 (cc) who has satisfied the eligibility conditions of
         Section 3.1(a), (c), (d) and (e) and for whom a Plan Account is
         maintained to reflect a Rollover Contribution, shall not be
         permitted to borrow from the Plan."

                                    VIII.

         Section 18.1(b) of the Plan is hereby deleted in its entirety and
the following is substituted in lieu thereof:

         "(b)     If he did not satisfy the eligibility conditions of
                  Section 3.1 on the day before his employment terminated,
                  he shall become (or again become) an Active Participant on
                  the first payday immediately following the date on which
                  he satisfies (or again satisfies) such eligibility
                  conditions."

                                     IX.

         The first paragraph of Section 20.2 of the Plan is hereby deleted
in its entirety and the following is substituted in lieu thereof:

         "An Active Participant, or an Employee who satisfies the
         eligibility conditions of Sections 3.1(a), (c), (d) and (e) but not
         necessarily the conditions of Section 3.1(b), may contribute to the
         Trust Fund cash amounts distributed from any other qualified plan
         or conduit individual retirement account (as described in Code
         Section 408(d)(3)(A)(ii)) within sixty (60) days after such
         distribution, if the distribution is eligible for


                                   - 5 -

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<PAGE>

         rollover treatment under the applicable provisions of Code Section
         402(a) or 408(d). Contributions made under this Section shall be
         identified as "Rollover Contributions" for purposes of this Plan."

                                     X.

         Section 22.2 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

         "22.2.   Initial Review of Claim.
          -------------------------------

         The Committee shall consider all properly filed claims for
         distribution or benefit and shall notify the claimant in writing
         within ninety (90) days of receipt of the claim as to whether the
         claim is allowed or denied. If an extension of time for processing
         such claim is needed, notice of the extension shall be given prior
         to the written termination of the initial ninety (90) day period.
         Such notice shall specify the circumstances requiring an extension
         and the date by which a final decision will be reached. The
         extended date may not be later than one hundred eighty (180) days
         after the original claim is filed.

         If the Committee denies a claim, the written notice informing the
         claimant of the denial shall include the following:

         (a)      The specific reason(s) for the denial of the claim;

         (b)      The pertinent Plan provision(s) on which the denial is
                  based;

         (c)      A description of any additional material or information
                  necessary for the claimant to perfect the claim and an
                  explanation of why such material or information is
                  necessary; and

         (d)      An explanation of the claim review procedure available to
                  the claimant.

         The Committee may deny a claim in whole or in part and shall notify
         the claimant of the extent of the denial."

                                     XI.

         Section 22.3. of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

         "22.3.   Claim Review Procedure.
          ------------------------------

         A claimant who receives notice that his claim for distribution or
         benefit is denied in whole or in part may, within sixty (60) days
         after the receipt of

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<PAGE>

         the notice, apply to the Committee for a review of the decision.
         Such application must be made on a form provided by the Committee
         for this purpose.

         A claimant who files a claim for review with the Committee shall
         have the following rights:

         (a)      Upon reasonable notice to the Committee, the claimant may
                  examine documents in the possession of the Committee that
                  are pertinent to the decision under review; and

         (b)      The claimant may submit written comments and issues to the
                  Committee relating to the decision under review.

         The Committee shall notify the claimant in writing within sixty
         (60) days of the later of the receipt of the application for review
         or the receipt of written comments and issues from the claimant as
         to whether the claim is allowed or denied; provided that special
         circumstances do not require an extension of the time for
         processing the review. If an extension is needed, the Committee
         must give written notice within the initial sixty (60) day period
         specifying the reasons for the extension and the date on which the
         review will be complete; provided that such review will be
         completed within one hundred twenty (120) days of the date the
         original application was received. If the application is denied,
         the written notice informing the claimant of the denial shall
         include the information specified in Section 22.2."

                                    XII.

         Section 25.3 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

         "25.3.   Interests Not Transferable.
          ----------------------------------

         Subject to Code Section 401(a)(13)(B), and except as may be
         required by application of the withholding provisions of the Code
         or of any state's tax laws, no benefit or interest under the Plan
         shall be subject to assignment or alienation, either voluntary or
         involuntary. Payment of benefits to an alternate payee under a
         qualified domestic relations order meeting the requirements of Code
         Section 414(p) shall be made on the date specified in the qualified
         domestic relations order, which date may be prior to the
         Participant's "earliest retirement age", as defined in Code Section
         414(p), if the qualified domestic relations order so provides."

                                   - 7 -

<PAGE>
<PAGE>

                                    XIII.

         Effective as of July 1, 1998, the Plan is amended by adding a new
Appendix H, as attached hereto.

         IN WITNESS WHEREOF, The Earthgrains Company has caused this
Amendment No. 5 to the Plan to be executed in its name by its duly
authorized officer as of the 30th day of June, 1999.


                              THE EARTHGRAINS COMPANY



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

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



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<PAGE>

<TABLE>
                                                          Appendix H
                                                          ----------

                                               Collective Bargaining Agreements
                                               --------------------------------
                                             Providing for Participation in Plan
                                             -----------------------------------

<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                          BARGAINING                      CONTRACT                                 EFFECTIVE
        LOCATION             UNION           UNIT           LOCAL          NUMBER               CLASS                 DATE
-----------------------------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>            <C>           <C>          <C>                          <C>
ATLANTA                       BCT            AH01             42          0276-21      Garage                        4/1/98
-----------------------------------------------------------------------------------------------------------------------------
ATLANTA                       IBT            AH03            728          0203-01      Transport                    11/1/98
-----------------------------------------------------------------------------------------------------------------------------
CARROLLTON                    RWDS           DC01            587          0311-30      Prod/Sand/Maint               8/1/99
-----------------------------------------------------------------------------------------------------------------------------
DALLAS                        BCT            BG04            111          0302-23      Sales                         9/1/99
-----------------------------------------------------------------------------------------------------------------------------
DALLAS                        BCT            BG01            111          0213-21      Bakery Store                  9/1/99
-----------------------------------------------------------------------------------------------------------------------------
FT WORTH                      IBT            BG05            997          0205-09      Sales                         9/1/99
-----------------------------------------------------------------------------------------------------------------------------
GRAND JUNCTION                BCT            CU01             26          4137-01      Inside                        8/1/99
-----------------------------------------------------------------------------------------------------------------------------
HOUSTON                       IBT            BQ03            988          0114-10      Sales                        11/1/99
-----------------------------------------------------------------------------------------------------------------------------
MONTGOMERY                   RWDSU           CC01           RWDSU         0304-30      Inside Mfg.                   4/1/98
-----------------------------------------------------------------------------------------------------------------------------
NASHVILLE                     IBT            CE01            327          0135-01      Eng/Garage/Sanitation         6/1/98
-----------------------------------------------------------------------------------------------------------------------------
NASHVILLE                     IBT            CE04            327          0134-04      Transport                     6/1/98
-----------------------------------------------------------------------------------------------------------------------------
OAKLAND                       IBT            CF06            856          0204-01      Office                       10/1/98
-----------------------------------------------------------------------------------------------------------------------------
OWENSBORO                     IBT            CH11            215          0127-07      Evansville Route Sales         1997
-----------------------------------------------------------------------------------------------------------------------------
PARIS                         IBT            EC01            111          0269-20      Inside Manufacturing         8/31/98
-----------------------------------------------------------------------------------------------------------------------------
PARIS                         BCT            EC03            111          0171-02      Garage                       12/1/98
-----------------------------------------------------------------------------------------------------------------------------
PHOENIX                       IBT            CK01            104          0187-03      Bakery Store                   1997
-----------------------------------------------------------------------------------------------------------------------------
PHOENIX                       IBT            CK04            104          0146-01      Sales/Transport                1997
-----------------------------------------------------------------------------------------------------------------------------
SACRAMENTO                    IBT            CM08            150          0151-04      Office                        7/1/98
-----------------------------------------------------------------------------------------------------------------------------
SPRINGFIELD                   UFCW           CQ01            322          0801-80      Bakery Store                 11/1/00
-----------------------------------------------------------------------------------------------------------------------------
TUCSON                        BCT            CR03            104          0146-01      Sales                          1997
-----------------------------------------------------------------------------------------------------------------------------
WACO                          BCT            8G06            111          0279-20      Sales                         9/1/99
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>



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