<PAGE> 1
                           AMENDED AND RESTATED
                       CERTIFICATE OF INCORPORATION
                                   OF
                         THE EARTHGRAINS COMPANY

                    (Pursuant to Sections 242 and 245
                 of the Delaware General Corporation Law)


            The Earthgrains Company, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), and does hereby
certify as follows:

            1.  The Corporation's present name is The Earthgrains Company,
and the name under which the Corporation was originally incorporated was
CAMPBELL TAGGART, INC.

            2.  The original Certificate of Incorporation of the
Corporation was filed in the Office of the Secretary of State of the State of
Delaware on August 13, 1982.

            3.  The text of the Certificate of Incorporation, as heretofore
amended and supplemented, is hereby amended and restated to read in full as
set forth below in this paragraph 3:

            FIRST.  The name of the Corporation is The Earthgrains Company.

            SECOND.  The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of
New Castle.  The name of the Corporation's registered agent at such address
is The Corporation Trust Company.

            THIRD.  The purpose for which the Corporation is formed is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware (the "GCL").

            FOURTH.  The aggregate number of shares which the Corporation
shall have authority to issue is 60,000,000, 50,000,000 of which shares shall
be Common Stock having a par value of $.01 per share and 10,000,000 of which
shares shall be Preferred Stock having a par value of $.01 per share.  A
description of each



<PAGE> 2

of such classes of stock and the designations and the powers, preferences and
rights, and the qualifications, limitations or restrictions thereof, of each
class of stock of the Corporation which are fixed by the Certificate of
Incorporation of the Corporation, and the express grant of authority to the
Board of Directors of the Corporation (the "Board") to fix by resolution or
resolutions the designations and the powers, preferences and rights of each
other class, and the qualifications, limitations or restrictions thereof, are as
follows:

            1.  The Board shall have authority, by resolution or resolutions,
at any time and from time to time to divide and establish any or all of the
unissued shares of Preferred Stock not then allocated to any series of
Preferred Stock into one or more series, and, without limiting the generality
of the foregoing, to fix and determine the designation of each such series,
the number of shares which shall constitute such series and the following
relative rights and preferences of the shares of each series so established:

                (a)  the annual dividend rate payable on shares of such
series, the time of payment thereof, whether such dividends shall be
cumulative or non-cumulative, and the date or dates from which any cumulative
dividends shall commence to accrue;

                (b)  the price or prices at which and the terms and conditions,
if any, on which shares of such series may be redeemed;

                (c)  the amounts payable upon shares of such series in the
event of the voluntary or involuntary dissolution, liquidation or winding-up
of the affairs of the Corporation;

                (d)  the sinking fund provisions, if any, for the redemption
or purchase of shares of such series;

                (e)  the extent of the voting powers, if any, of the shares
of such series;

                (f)  the terms and conditions, if any, on which shares of
such series may be converted into shares of stock of the Corporation of any
other class or classes or into shares of any other series of the same or any
other class or classes;

                (g)  whether, and if so the extent to which, shares of such
series may participate with the Common Stock in any dividends in excess of the


                                    2
<PAGE> 3

preferential dividend fixed for shares of such series or in any distribution
of the assets of the Corporation, upon a liquidation, dissolution or winding-up
thereof, in excess of the preferential amount fixed for shares of such series;
and

                (h)  any other designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, of shares of such series not fixed and
determined by law or in the Certificate of Incorporation of the Corporation.

            2.  Each series of Preferred Stock shall be so designated as to
distinguish the shares thereof from the shares of all other series.
Different series of Preferred Stock shall not be considered to constitute
different classes of shares for the purpose of voting by classes except as
otherwise fixed by the Board with respect to any series at the time of the
creation thereof.

            3.  So long as any shares of Preferred Stock are outstanding, the
Corporation shall not declare and pay or set apart for payment any dividends
(other than dividends payable in Common Stock or other stock of the
Corporation ranking junior to the Preferred Stock as to dividends) or make
any other distribution on such junior stock, if at the time of making such
declaration, payment or distribution the Corporation shall be in default with
respect to any dividend payable on, or any obligation to retire, shares of
Preferred Stock.

            4.  Subject to such limitations, if any, as may be contained in
the resolution or resolutions providing for the issue of Preferred Stock of
any series adopted by the Board, shares of Preferred Stock purchased, redeemed
or otherwise acquired by the Corporation (excepting shares of such stock
acquired on the conversion or exchange thereof into or for other shares
of the Corporation) (a) shall, upon the filing by the Corporation of a
certificate pursuant to Delaware law reducing its capital in respect to such
shares, have the status of authorized and unissued shares of Preferred Stock
and may be reissued by the Corporation at any time as shares of any series of
Preferred Stock and (b) shall, unless and until a certificate with respect
thereto is filed as aforesaid, constitute treasury stock; and shares of
Preferred Stock acquired on the conversion or exchange thereof into or for
other shares of the Corporation shall, after such conversion or exchange,
have the status of authorized and unissued shares of Preferred Stock and may
be reissued by the Corporation at any time as shares of any series of
Preferred Stock.

            5.  Subject to the provisions of any applicable law or the
By-Laws of the Corporation as from time to time amended with respect to the
closing of the


                                    3
<PAGE> 4

transfer books or the fixing of a record date for the determination of
stockholders entitled to vote, and except as otherwise provided by law or in
resolutions of the Board establishing any series of Preferred Stock pursuant to
this Article FOURTH, the holders of outstanding shares of Common Stock of the
Corporation shall exclusively possess the voting power for the election of
directors and for all other purposes, each holder of record of shares of Common
Stock of the Corporation being entitled to one vote for each share of such stock
standing in such holder's name on the books of the Corporation.

            FIFTH.  A.  The business and affairs of the Corporation shall be
managed by or under the direction of the Board consisting of not less than
three nor more than twelve directors, the exact number of directors to be
determined from time to time by resolution adopted by the affirmative vote of
a majority of the entire Board.  The directors shall be divided into three
groups, designated Group I, Group II and Group III.  Each Group of directors
shall consist, as nearly as may be possible, of one-third of the total number
of directors constituting the entire Board (determined for purposes of the
Certificate of Incorporation without regard to whether any vacancies exist on
the Board).  The term of the initial Group I directors shall terminate on the
date of the 1997 annual meeting of stockholders; the term of the initial
Group II directors shall terminate on the date of the 1998 annual meeting of
stockholders; and the term of the initial Class III directors shall terminate
on the date of the 1999 annual meeting of stockholders.  At each annual
meeting of stockholders beginning with the 1997 annual meeting, successors to
the Group of directors whose term expires at that annual meeting shall be
elected for a three-year term.

            B.  If the number of directors is changed, any increase or decrease
shall be apportioned among the Groups so as to maintain the number of directors
in each Group as nearly equal as possible, and any additional director of any
Group elected to fill a vacancy resulting from an increase in such Group shall
hold office for a term that shall coincide with the remaining term of that
Group, but in no case will a decrease in the number of directors shorten the
term of any incumbent director.

            C.  A director shall hold office until the annual meeting for the
year in which his or her term expires and until his or her successor shall be
elected and shall qualify, subject, however, to prior death, resignation,
retirement, disqualification or removal from office.  Any vacancy on the
Board, however resulting, may be filled by a majority of the Board then in
office, even if less than a quorum is


                                    4
<PAGE> 5

present or by a sole remaining director.  Any director elected to fill a vacancy
shall have the same remaining term as that of his or her predecessor.

            D.  Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of preferred or preference stock issued by the
Corporation shall have the right, voting separately by class or series, to
elect directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of the Certificate of
Incorporation of the Corporation applicable thereto.

            SIXTH.  Elections of directors at an annual or special meeting of
stockholders shall be by written ballot, unless the By-Laws of the
Corporation provide otherwise.

            SEVENTH.  Subject to the rights, if any, of the holders of shares
of Preferred Stock then outstanding, any or all of the directors of the
Corporation may be removed from office at any time, but only for cause and
only by the affirmative vote of the holders of a majority of the outstanding
shares of the Corporation then entitled to vote generally in the election of
directors, considered for purposes of this Article SEVENTH as one class.

            EIGHTH.  In furtherance and not in limitation of the powers
conferred by statute, a majority of the entire Board is expressly authorized,
without the assent or vote of the stockholders, to adopt By-Laws for the
Corporation, and to amend, alter or repeal the same.  In addition, the
By-Laws of the Corporation may be adopted, amended, altered or repealed by
the affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the
outstanding stock of the Corporation entitled to vote thereon.

            NINTH.    In addition to any affirmative vote required by law,
any other provision of the Certificate of Incorporation of the Corporation,
the By-Laws of the Corporation or otherwise, and except as otherwise
expressly provided in Sections B or C of this Article NINTH, a Business
Transaction with or a Stock Repurchase from, or proposed by or on behalf of,
an Interested Stockholder or an Affiliate or Associate of an Interested
Stockholder shall require the approval by not less than a majority vote of
the holders of all of the Corporation's outstanding Voting Stock, voting
together as a single class, which is beneficially owned by persons other than
such Interested Stockholder and its Affiliates and Associates.  Such
affirmative vote shall be required notwithstanding the fact that no vote may
otherwise be required, or that a lesser percentage or separate class vote may
be re-


                                    5
<PAGE> 6

quired, by law, any other provision of the Certificate of Incorporation
of the Corporation, the By-Laws of the Corporation or otherwise.

            B.  The provisions of Section A of this Article NINTH shall not
be applicable to any Business Transaction involving an Interested Stockholder
or an Affiliate or Associate of an Interested Stockholder, and such Business
Transaction shall require only such affirmative vote, if any, as is required
by law, any other provision of the Certificate of Incorporation of the
Corporation, the By-Laws of the Corporation or otherwise, if all of the
conditions specified in either of the following Paragraph 1 or 2 are met:

            1.  The Business Transaction shall have been approved (or shall
       have been effected in accordance with a written agreement approved) by a
       majority of the Disinterested Directors, whether such approval is given
       prior or subsequent to the acquisition of beneficial owner ship of the
       Voting Stock that caused such Interested Stockholder to become an
       Interested Stockholder.  A Business Transaction with an Interested
       Stockholder or an Affiliate or an Associate of an Interested Stockholder
       shall be deemed to have been approved by a majority of the Disinterested
       Directors if such Business Transaction either (i) was expressly approved
       (or the agreement pursuant to which it was effected was expressly
       approved) by a majority of Disinterested Directors, or (ii) is within a
       category of Business Transactions with such Interested Stockholder or
       its Affiliates or Associates authorized to be entered into by a
       resolution or resolutions adopted by, and not subsequently rescinded by,
       a majority of Disinterested Directors.

            2.  The Business Transaction is a Business Combination and all of
       the following conditions shall have been met:

                (a)  The aggregate amount of cash and the Fair Market
       Value as of the date of the consummation of the Business Transaction
       of consideration other than cash to be received per share by holders
       of the Corporation's Common Stock in such Business Transaction shall
       be at least equal to the highest amount determined under clauses (i)
       and (ii) below:

                     (i)  the highest per share price (including any brokerage
                commissions, transfer taxes and soliciting dealers' fees) paid
                by or on behalf of such Interested Stockholder or any Affiliate
                or Associate of such Interested Stockholder for any shares of
                Common Stock in connection with the acquisition by


                                    6
<PAGE> 7

                such Interested Stockholder or any such Affiliate or Associate
                of beneficial ownership of shares of Common Stock (x) within the
                two-year period immediately prior to the first public
                announcement of the proposed Business Transaction (the
                "Announcement Date"), or (y) in the transaction in which such
                Interested Stockholder became an Interested Stockholder,
                whichever is higher; and

                     (ii)  the Fair Market Value per share of Common Stock
                on the Announcement Date or on the date on which such
                Interested Stockholder became an Interested Stockholder
                (the "Determination Date"), whichever is higher.

                (b)  The aggregate amount of cash and the Fair Market Value
       as of the date of the consummation of the Business Transaction of
       consideration other than cash to be received per share by holders of
       shares of any class or series of outstanding Capital Stock other
       than Common Stock shall be at least equal to the highest amount
       determined under clauses (i), (ii) and (iii) below:

                     (i)  the highest per share price (including any brokerage
                commissions, transfer taxes and soliciting dealers' fees) paid
                by or on behalf of such Interested Stockholder or any Affiliate
                or Associate of such Interested Stockholder for any shares of
                such class or series of Capital Stock in connection with the
                acquisition by such Interested Stockholder or any such Affiliate
                or Associate of beneficial ownership of shares of such class or
                series of Capital Stock (x) within the two-year period
                immediately prior to the Announcement Date, or (y) in the
                transaction in which such Interested Stockholder became an
                Interested Stockholder, whichever is higher;

                     (ii)  the Fair Market Value per share of such class
                or series of Capital Stock on the Announcement Date or on
                the Determination Date, whichever is higher; and

                     (iii)  the highest preferential amount per share, if
                any, to which the holders of shares of such class or series
                of Capital Stock would be entitled in the event of any
                voluntary or involuntary liquidation, dissolution or winding
                up of the


                                    7
<PAGE> 8

                affairs of the Corporation, regardless of whether the Business
                Transaction to be consummated constitutes such an event.

                The provisions of this Paragraph 2(b) shall be required to be
       met with respect to every class or series of outstanding Capital
       Stock, whether or not such Interested Stockholder or any Affiliate or
       Associate of such Interested Stockholder has previously acquired
       beneficial ownership of any shares of the particular class or series
       of Capital Stock.

                (c)  The consideration to be received by holders of a particular
       class or series of outstanding Capital Stock shall be in cash or in the
       same form as previously has been paid by or on behalf of such Interested
       Stockholder and its Affiliates and Associates in connection with their
       direct or indirect acquisition of beneficial ownership of shares of such
       class or series of Capital Stock.  If the consideration so paid for
       shares of any class or series of Capital Stock varied as to form, the
       form of consideration for such class or series of Capital Stock shall be
       either cash or the form used to acquire beneficial ownership of the
       largest number of shares of such class or series of Capital Stock
       previously acquired by such Interested Stockholder and its Affiliates and
       Associates.  The prices determined in accordance with Paragraphs 2(a) and
       2(b) of this Section B shall be subject to an appropriate adjustment in
       the event of any stock dividend, stock split, combination of shares or
       similar event.

                (d)  After the Determination Date and prior to the
       consummation of such Business Transaction:  (i) except as approved
       by a majority of the Disinterested Directors, there shall have been
       no failure to declare and pay at the regular date therefor any full
       quarterly dividends (whether or not cumulative) payable in accordance
       with the terms of any outstanding Capital Stock; (ii) there shall have
       been no reduction in the annual rate of dividends paid on the Common
       Stock (except as necessary to reflect any stock split, stock dividend or
       subdivision of the Common Stock), except as approved by a majority of the
       Disinterested Directors; (iii) there shall have been an increase in the
       annual rate of dividends paid on the Common Stock as necessary to reflect
       any reclassification (including any reverse stock split),
       recapitalization, reorganization or any similar transaction that has the
       effect of reducing the number of outstanding shares of

                                       8

<PAGE> 9

       Common Stock, unless the failure so to increase such annual rate is
       approved by a majority of the Disinterested Directors; and (iv) neither
       such Interested Stockholder nor any Affiliate or Associate of such
       Interested Stockholder shall have become the beneficial owner of any
       additional shares of Capital Stock except as part of the transaction that
       results in such Interested Stockholder becoming an Interested Stockholder
       and except in a transaction that, after giving effect thereto, would not
       result in any increase in such Interested Stockholder's or any such
       Affiliate's or Associate's percentage beneficial ownership of any class
       or series of Capital Stock.

                (e)  A proxy or information statement describing the proposed
       Business Transaction and complying with the requirements of the
       Securities Exchange Act of 1934 and the rules and regulations
       thereunder (the "Act") (or any subsequent provisions replacing such
       Act, rules or regulations) shall be mailed to all stockholders of the
       Corporation at least thirty days prior to the consummation of such
       Business Transaction (whether or not such proxy or information
       statement is required to be mailed pursuant to such Act or subsequent
       provisions).  The proxy or information statement shall contain on the
       first page thereof, in a prominent place, any statement as to the
       advisability (or inadvisability) of the Business Transaction that the
       Disinterested Directors, or any of them, may choose to make and, if
       deemed advisable by a majority of the Disinterested Directors, the
       opinion of an investment banking firm selected by a majority of the
       Disinterested Directors as to the fairness (or not) of the terms of
       the Business Transaction from a financial point of view to the
       holders of the outstanding shares of Capital Stock other than such
       Interested Stockholder and its Affiliates or Associates, such
       investment banking firm to be paid a reasonable fee for its services
       by the Corporation.

       C.   The provisions of Section A of this Article NINTH shall not be
applicable to a Stock Repurchase with, or proposed by or on behalf of, an
Interested Stockholder or an Affiliate or Associate of an Interested
Stockholder, and such Stock Repurchase shall require only such affirmative
vote, if any, as is required by law, any other provision of the Certificate
of Incorporation of the Corporation, the By-Laws of the Corporation or
otherwise, if the conditions specified in either of the following Paragraph 1
or 2 are met:


                                    9
<PAGE> 10

            1.  The Stock Repurchase is made pursuant to a tender offer or
       exchange offer for a class of Capital Stock made available on the
       same basis to all holders of such class of Capital Stock.

            2.  The Stock Repurchase is made pursuant to an open market
       purchase program approved by a majority of the Disinterested
       Directors, provided that such repurchase is effected on the open
       market and is not the result of a privately negotiated transaction.

       D.    For the purposes of this Article NINTH:

            1.  The term "Business Transaction" shall mean:

                (a)  any merger or consolidation of the Corporation with, or
            any sale or transfer of all or substantially all of the
            Corporation's assets to, (i) any Interested Stockholder or (ii)
            any other corporation (whether or not itself an Interested
            Stockholder) which is or after such merger, consolidation, sale
            or transfer would be an Affiliate or Associate of an Interested
            Stockholder, or any liquidation or dissolution of the
            Corporation (any such merger, consolidation, sale, transfer,
            liquidation or dissolution being referred to herein as a
            "Business Combination"); or

                (b)  any other transaction (other than a Stock Repurchase)
            between the Corporation or any Subsidiary, on the one hand, and
            any Interested Stockholder or any Affiliate or Associate of an
            Interested Stockholder, on the other hand, and any amendment to
            the By-Laws of the Corporation proposed by or on behalf of any
            Interested Stockholder or any Affiliate or Associate of an
            Interested Stockholder; or

                (c)  any reclassification of securities (including any
            reverse stock split) or recapitalization of the Corporation, or
            any merger or consolidation of the Corporation with any
            Subsidiary, or any other transaction (whether or not with or
            otherwise involving an Interested Stockholder) that has the
            effect, directly or indirectly, of increasing the percentage
            beneficial ownership of any class or series of Capital Stock
            held by, or the voting power with respect to the Corporation
            of, any Interested Stockholder or any Affiliate or Associate of
            any Interested Stockholder; or


                                    10
<PAGE> 11

                (d)  any agreement, contract or other arrangement providing
            for any one or more of the actions specified in the foregoing
            clauses (a) to (c).

            2.  The term "Stock Repurchase" shall mean any repurchase by the
       Corporation or any Subsidiary of any shares of Capital Stock at a
       price greater than the then Fair Market Value of such shares from an
       Interested Stockholder or an Affiliate or Associate of an Interested
       Stockholder if beneficial ownership of one-quarter or more of all
       shares of Capital Stock beneficially owned by such Interested Stock
       holder and its Affiliates and Associates were acquired (disregarding
       shares acquired as part of a pro-rata stock dividend or stock split)
       within a period of less than two years prior to the date of such
       repurchase (or the date of an agreement in respect thereof).

            3.  The term "Capital Stock" shall mean all capital stock of the
       Corporation authorized to be issued from time to time under Article
       FOURTH of this Amended and Restated Certificate of Incorporation, and
       the term "Voting Stock" shall mean all Capital Stock which by its
       terms may be voted on all matters submitted to stockholders of the
       Corporation generally.

            4.  The term "person" shall mean any individual, firm,
       corporation or other entity and shall include any group comprised of
       any person and any other person with whom such person or any
       Affiliate or Associate of such person has any agreement, arrangement
       or understanding, directly or indirectly, for the purpose of
       acquiring, holding, voting or disposing of Capital Stock.

            5.  The term "Interested Stockholder" shall mean any person
       (other than the Corporation or any Subsidiary, or any pension,
       profit-sharing, employee stock ownership or other employee benefit
       plan of the Corporation or any Subsidiary, or any trustee of or
       fiduciary with respect to any such plan when acting in such capacity)
       who (a) is the beneficial owner of Voting Stock representing ten
       percent (10%) or more of the votes entitled to be cast by the holders
       of all then outstanding shares of Voting Stock; or (b) is an
       Affiliate or Associate of the Corporation and at any time within the
       two-year period immediately prior to the date in question was the
       beneficial owner of Voting Stock representing ten percent (10%) or
       more of the votes entitled to be cast by the holders of all then
       outstanding shares of Voting Stock.


                                    11
<PAGE> 12

            6.  A person shall be a "beneficial owner" of any Capital Stock
       (a) which such person or any of its Affiliates or Associates
       beneficially owns, directly or indirectly; (b) which such person or
       any of its Affiliates or Associates has, directly or indirectly, (i)
       the right to acquire (whether such right is exercisable immediately
       or subject only to the passage of time), pursuant to any agreement,
       arrangement or understanding or upon the exercise of conversion
       rights, exchange rights, warrants or options, or otherwise, or (ii)
       the right to vote pursuant to any agreement, arrangement or
       understanding; or (c) which are beneficially owned, directly or
       indirectly, by any other person with which such person or any of its
       Affiliates or Associates has any agreement, arrangement or understanding
       for the purpose of acquiring, holding, voting or disposing of any
       shares of Capital Stock.  For the purposes of determining whether a
       person is an Interested Stockholder pursuant to Paragraph 5 of this
       Section D, the number of shares of Capital Stock deemed to be
       outstanding shall include shares deemed beneficially owned by such
       person through application of Paragraph 6 of this Section D, but
       shall not include any other shares of Capital Stock that may be
       issuable pursuant to any agreement, arrangement or understanding, or
       upon exercise of conversion rights, warrants or options, or otherwise.

            7.  A person shall be deemed to be an "Affiliate" of a specified
       person, if such person directly, or indirectly through one or more
       intermediaries, controls, or is controlled by, or is under common
       control with, such specified person.  A person shall be deemed to be
       an "Associate" of a specified person, if such person is (a) a
       corporation or organization (other than the Corporation or any
       Subsidiary) of which such specified person is an officer or partner or
       of which such specified person is, directly or indirectly, the
       beneficial owner of ten percent (10%) or more of any class of equity
       securities, (b) a trust or other estate (other than any pension,
       profit-sharing, employee stock ownership or other employee benefit
       plan of the Corporation or any Subsidiary) in which such specified
       person has a substantial beneficial interest or as to which such
       specified person serves as trustee or in a similar fiduciary
       capacity, or (c) a relative or spouse of such specified person, or a
       relative of such spouse, who has the same home as such specified
       person.

            8.  The term "Subsidiary" means any corporation of which a
       majority of any class of equity security is beneficially owned by the
       Corporation, as well as any Affiliate of the Corporation which is
       controlled by the Corporation; provided, however, that for the purposes
       of the definition of Interested Stockholder set forth in Paragraph 5
       of this Section D, the term "Subsidiary"


                                    12
<PAGE> 13

       shall mean only a company of which a majority of each class of equity
       security is beneficially owned by the Corporation.

            9.  With respect to any Business Transaction with, or proposed by
       or on behalf of, an Interested Stockholder or an Affiliate or
       Associate of an Interested Stockholder, and with respect to any
       proposal of the kind referred to in Section H of this Article NINTH,
       which is proposed by or on behalf of an Interested Stockholder or an
       Affiliate or Associate of an Interested Stockholder, the term
       "Disinterested Director" means any member of the Board who is not an
       Affiliate or Associate or representative of such Interested Stock
       holder and was a member of the Board prior to the time that such
       Interested Stockholder became an Interested Stockholder, and any
       successor of a Disinterested Director, while such successor is a
       member of the Board, who is not an Affiliate or Associate or
       representative of such Interested Stockholder and is recommended or
       elected to succeed the Disinterested Director by a majority of
       Disinterested Directors.

            10. The term "Fair Market Value" means (a) in the case of cash,
       the amount of such cash; (b) in the case of stock, the highest
       closing sale price during the 30-day period immediately preceding the
       date in question of a share of such stock on the Composite Tape for
       New York Stock Exchange Listed Stocks, or, if such stock is not
       quoted on the Composite Tape, on the New York Stock Exchange, or, if
       such stock is not listed on such Exchange, on the principal United
       States securities exchange registered under the Act on which such
       stock is listed, or, if such stock is not listed on any such
       exchange, the highest closing bid quotation with respect to a share
       of such stock during the 30-day period preceding the date in question
       on the National Association of Securities Dealers, Inc. Automated
       Quotations System or any similar system then in use, or if no such
       quotations are available, the fair market value on the date in
       question of a share of such stock as determined by a majority of the
       Disinterested Directors in good faith, and (c) in the case of
       property other than cash or stock, the fair market value of such
       property on the date in question as determined in good faith by a
       majority of the Disinterested Directors.

            11. In the event of any Business Transaction in which the
       Corporation survives, the phrase "consideration other than cash to be
       received" as used in Paragraphs 2(a) and 2(b) of Section B of this
       Article NINTH shall include the shares of Common Stock and/or the
       shares of any other class or series of Capital Stock retained by the
       holders of such shares.


                                    13
<PAGE> 14

       E.    A majority of the Disinterested Directors shall have the power
and duty to determine for the purposes of this Article NINTH, on the basis of
information known to them after reasonable inquiry, all questions arising
under this Article NINTH, including, without limitation, (a) whether a person
is an Interested Stockholder, (b) the number of shares of Capital Stock or
other securities beneficially owned by any person, (c) whether a person is an
Affiliate or Associate of another, and (d) whether the consideration to be
received in any Stock Repurchase by the Corporation or any Subsidiary exceeds
the then Fair Market Value of the shares of Capital Stock being repurchased.
Any such determination made in good faith shall be binding and conclusive on
all parties.

       F.    Nothing contained in this Article NINTH shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by
law.

       G.    The fact that any Business Transaction complies with the
provisions of Section B of this Article NINTH shall not be construed to
impose any fiduciary duty, obligation or responsibility on the Board, or any
member thereof, to approve such Business Transaction or recommend its
adoption or approval to the stockholders of the Corporation, nor shall such
compliance limit, prohibit or otherwise restrict in any manner the Board, or
any member thereof, with respect to evaluations of or actions and responses
taken with respect to such Business Transaction.

       H.    Notwithstanding any other provisions of the Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage or separate class vote may be specified by law, the
Certificate of Incorporation or the By-Laws of the Corporation) and in
addition to the voting requirements set forth in Article THIRTEENTH hereof,
any proposal to amend or repeal, or adopt any provision of the Certificate of
Incorporation inconsistent with, this Article NINTH which is proposed by or
on behalf of an Interested Stockholder or an Affiliate or Associate of an
Interested Stockholder shall require approval by a vote of a majority of the
holders of all then outstanding shares of Voting Stock which are beneficially
owned by persons other than such Interested Stockholder and its Affiliates
and Associates, voting together as a single class; provided, however, that
this Section H shall not apply to, and such majority vote shall not be
required for, any amendment, repeal or adoption which does not affect the
provisions of this Article NINTH relating to Stock Repurchases and which is
recommended by a majority of the Disinterested Directors, if a majority of
the directors then in office are Disinterested Directors.


                                    14
<PAGE> 15

            TENTH.  Any action required or permitted to be taken at any
annual or special meeting of stockholders may be taken only upon the vote of
the stockholders at an annual or special meeting duly noticed and called, as
provided in the By-Laws of the Corporation, and may not be taken by a written
consent of the stockholders pursuant to the GCL.

            ELEVENTH.  Special meetings of stockholders of the Corporation
for any purpose or purposes may be called at any time by the Chairman of the
Board, the President or a majority of the entire Board.  Special meetings of
the stockholders of the Corporation may not be called by any other person or
persons.

            TWELFTH.  No director of the Corporation shall be personally
liable to the Corporation or its stockholders for monetary damages for any
breach of fiduciary duty by such a director as a director to the full extent
authorized or permitted by law (as now or hereafter in effect).  Notwithstanding
the foregoing sentence, a director shall be liable to the extent provided
by applicable law (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii)  for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) pursuant to Section 174 of the GCL or (iv) for any transaction from
which the director derived an improper personal benefit.  No amendment to or
repeal of this Article TWELFTH shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

            THIRTEENTH:  The officers and directors of the Corporation, and
such other persons as authorized by a majority of the entire Board consistent
with the provisions of the GCL shall be indemnified by the Corporation to the
fullest extent authorized or permitted by law (as now or hereafter in
effect).

            FOURTEENTH.  The Corporation reserves the right to adopt, amend,
alter or repeal any provisions contained in the Certificate of Incorporation
in the manner now or hereafter prescribed by the statutes of the State of
Delaware and the Certificate of Incorporation, and all rights herein conferred
on stockholders are expressly subject to this reservation.  Notwithstanding
anything contained in the Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least sixty-six and two-thirds percent
(66-2/3%) of the outstanding stock of the Corporation entitled to vote thereon
shall be required to adopt, amend, alter or repeal any provision inconsistent
with Articles FIFTH, SEVENTH, EIGHTH,


                                    15
<PAGE> 16

NINTH, TENTH, ELEVENTH, TWELFTH, THIRTEENTH and FOURTEENTH of the Certificate of
Incorporation.

            4.  This Amended and Restated Certificate of Incorporation was
duly adopted in accordance with Sections 242 and 245 of the Delaware General
Corporation Law.

            IN WITNESS WHEREOF, The Earthgrains Company has caused its
corporate seal to be affixed and this Amended and Restated Certificate of
Incorporation to be signed by Mark H. Krieger, its Vice President -- Chief
Financial Officer, this 26th day of February, 1996.


                             THE EARTHGRAINS COMPANY



                        By:         /s/ Mark H. Krieger
                             ---------------------------------------------
                             Name:
                             Title:

                                    16