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                   SENIOR EXECUTIVE AGREEMENT


An Agreement made in Barcelona on October twenty-three nineteen
ninety six.

                             BETWEEN

Of the one part:

MR. BARRY H. BERACHA, a US citizen, of legal age, executive, with
address at 12843 Topping Manor Drive, St. Louis, MO. and provided
with passport no. H 340775.

Of the other part:

MR. JAVIER ARGENTE ARINO, a Spanish national, of legal age,
married, engineer, with address at Mare de Deu de Nuria 24-26,
08017 Barcelona and provided with national identity card no.
46.219.014-P.

                            THEY ACT

MR. BARRY H. BERACHA, on behalf of BIMBO, S.A., a Spanish
corporation having its registered office at Granollers, Carretera
de Barcelona s/n, organized in public deed executed on 7 March,
1964 before the Notary of Barcelona Mr. Luis Felez, recorded in the
Commercial Registry of Barcelona (hereinafter the "COMPANY").  The
COMPANY is a subsidiary of The Earthgrains Company, with address at
8400 Maryland Avenue, St. Louis MO 63105-3668, USA (the
"EARTHGRAINS COMPANY").

MR. JAVIER ARGENTE ARINO, (hereinafter the "EXECUTIVE"), in his own
name and right.  Mr. Argente expressly accepts that the contents of
this document form an integral part of his employment contract with
the COMPANY and undertakes, on the basis of the principle of good
faith, to comply with the terms set forth herein.

                             WHEREAS

The two parties wish to regulate the terms and conditions governing
the position of "Consejero Delegado" (Chief Executive Officer-CEO-)
to be held by the EXECUTIVE.

NOW, THEREFORE, mutually acknowledging their legal capacity to
contract and undertake obligations, particularly for this contract,
the parties agree to regulate their reciprocal obligations in
accordance with the provisions of Royal Decree 1382/1985 and the
following

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                             CLAUSES

ONE. - APPOINTMENT AND TERM OF OFFICE
       ------------------------------

1.1  The EXECUTIVE renders his services to the COMPANY as
"Consejero Delegado" (Chief Executive Office -CEO-) as from 22
March 1996 under the terms of the Royal Decree 1382/1985.

1.2  This contract will expire on December 31, 1998.  However, it
will be subject to successive three year renewal terms, unless the
COMPANY delivers notice of termination in writing at least three
months before the referred date or expiration of any of the three
year extensions.

TWO. - RECOGNITION OF LENGTH OF SERVICE
       --------------------------------

The COMPANY recognizes the EXECUTIVE a length of service, for all
effects, including termination of this contract, as from 15 June
1987 on which date he joined the company as executive assistant to
the Chairman.

THREE. - DUTIES AND OBLIGATIONS
         ----------------------

The EXECUTIVE shall exercise the powers and authority corresponding
to the position of "Consejero Delegado" (Chief Executive Officer -
CEO-) with the diligence expected from a senior executive and in
accordance with the applicable rules and regulations governing said
position.

Throughout the term of this Agreement, and without prejudice to the
obligations and responsibilities inherent in the position held by
the EXECUTIVE, the latter shall:

a)   Devote the necessary attention to his duties within the
     COMPANY, serving the latter faithfully with his knowledge and
     experience, and use his best endeavors to promote the
     interests and appropriate development of the COMPANY.

b)   Meet and comply with all reasonable demands of the
     administrative bodies of the COMPANY, providing such
     explanations, information and assistance as may be required of
     him in respect of his duties and activities within the
     COMPANY.

c)   Not to undertake any other activities that may be detrimental
     to the adequate performance of his obligations hereunder.

d)   Unless expressly authorized by the Board of Directors of the
     COMPANY, not to perform any work other than that contemplated
     in this contract, nor act as manager or executive of any
     company other than the COMPANY or its subsidiaries.

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e)   Inform the Board of Directors of the COMPANY of any
     remuneration that he may obtain, directly or indirectly, as a
     result of any commitment or opportunity arising by virtue of
     his position in the COMPANY.

f)   With the effects contemplated in Spanish law, expressly accept
     his full, exclusive devotion to the COMPANY during the term of
     his employment contract with same.  In particular, the
     EXECUTIVE may not render his services either directly or
     indirectly or through any intermediary, whether an individual
     or a company, to any other firm, company or individual in
     competition with THE EARTHGRAINS COMPANY or the COMPANY and,
     in particular, with the business of production, marketing and
     distribution of bread and pastry.  This obligation will also
     apply after termination of this agreement if this is due to
     the EXECUTIVE leaving the COMPANY before December 31, 1998 in
     which case this obligation shall expire upon the referred
     date.

     The obligation contemplated in the proceeding paragraph is
     compensated with the remuneration received from the COMPANY,
     since it is expressly agreed that said remuneration includes
     the corresponding compensation.

g)   The holding of any position or office in subsidiaries or
     associated companies of the COMPANY  are excepted from the
     prohibitions established in paragraphs c), d) and f) above.

FOUR. - REMUNERATION AND REIMBURSEMENT FOR EXPENSES
        -------------------------------------------

4.1. The EXECUTIVE shall receive a minimum gross annual base sum of
thirty million pesetas (Ptas. 30,000,000) as remuneration for his
services.

This remuneration shall be paid in fifteen (15) installments: one
in each of the twelve calendar months and three additional
installments, payable in May, July and December.

The gross annual base remuneration shall compensate and include all
sums the EXECUTIVE is entitled to by virtue of applicable
provisions of law, regulations or collective agreements, and any
sum corresponding to taxes, social security contributions or
similar shall be deducted therefrom.

4.2. The EXECUTIVE shall also be entitled to:

a)   Life insurance, covering, in the event of death, three times
     the gross annual fixed remuneration received at the time of
     death.

b)   Accident insurance covering a total of three times the gross
     annual fixed remuneration in the event of permanent disability
     to a minimum degree, and one year's salary in the event of
     death.

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c)   Stock options and grants on the shares in THE EARTHGRAINS
     COMPANY, according to the scheme of the COMPANY.

d)   Medical insurance, according to specific scheme for the
     COMPANY management.

e)   An annual bonus based on the terms and conditions that the
     parties may agree from time to time.

f)   Retirement indemnity at the age of 65 years, in a sum
     equivalent to one year's salary at the gross annual fixed
     remuneration, plus the average variable bonus received in the
     last three years, provided that he has been in effective
     service within the COMPANY for at least fifteen years and is
     still employed by the COMPANY or the EARTHGRAINS COMPANY at
     the time of retirement.

4.3. Furthermore, the EXECUTIVE shall be reimbursed for any
expenses incurred in acts of representation and travel in
fulfillment of his obligations within the COMPANY, which expenses
shall be duly justified.  The EXECUTIVE shall have the use of a
credit card against an account of the COMPANY, which he shall use
exclusively for the payment of expenses attributable to said
COMPANY, complying with the traditional company rules in this
respect.

FIVE. - INDEMNIFICATION AGREEMENT
        -------------------------

It is expressly agreed that the AGREEMENT signed on 27 March 1996
between THE EARTHGRAINS COMPANY and the EXECUTIVE, attached as
Annex I hereto, is deemed incorporated in this contract and,
therefore, forms an integral part hereof.

SIX. - CONFIDENTIALITY AND TRADE SECRETS
       ---------------------------------

During such term as this contract shall remain in effect, the
EXECUTIVE shall not disclose to any other person or company, in
Spain or overseas, any information concerning the affairs,
business, contracts, finance, commercial contracts, clients or any
other matters relating to the COMPANY without express authorization
by the latter, save as may be required in the performance of his
duties or when such disclosure shall benefit the COMPANY, and shall
take such measures as may be necessary to prevent the publication
of any trade secrets, know-how or information.

6.1. Both during the effective term of his contract with the
     COMPANY and after termination thereof, he shall keep strictly
     secret all confidential information regarding the details and
     peculiarities of the operations and business of the COMPANY
     and/or its subsidiaries and associated companies, that is, any
     information of whatsoever nature that is not general knowledge
     outside the COMPANY.

6.2. The obligation to keep trade secrets means that he shall not
     make use of any information regarding the transactions or
     potential transactions of the COMPANY and shall not

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     disclose to anyone, save as duly authorized by the latter, any
     confidential information or trade secret regarding the activities
     of the COMPANY or its associates, nor provide any information
     whatsoever on any inventions, research, commercial plans or
     market surveys made or undertaken by or for the COMPANY and/or
     its subsidiaries or associated companies.

6.3. In any case, he undertakes to leave at the disposal of the
     COMPANY all documents, samples, materials, drawings or plans
     relating to the activities of the latter that he may have in
     his possession when his employment therein shall cease.

6.4. Any default of the trade secrecy obligation established in
     this clause shall be deemed fair grounds for dismissal and the
     COMPANY may, if it deems fit, claim for the relevant
     compensation for damages.

SEVEN. - PROFESSIONAL ETHICS
         -------------------

The EXECUTIVE shall, in his relations with the personnel and
clients of the COMPANY, act strictly in accordance with the
internationally recognized rules of professional conduct and
ethics.

EIGHT. - AMENDMENTS TO CONTRACT
         ----------------------

Any modification of amendment of the clauses of this contract shall
be made in writing.

NINE. - BREACH OF CONTRACT
        ------------------

The EXECUTIVE accepts that any default by him of the diligence
expected from a senior executive or of the terms and conditions of
this Agreement with the COMPANY shall represent a breach of trust
and, consequently, shall be deemed as fair grounds for termination
of this Agreement, without prejudice to any actions that the
COMPANY may bring against him for damages.

TEN. - TERMINATION OF THE CONTRACT
       ---------------------------

10.1 NON-RENEWAL
     -----------

Should the COMPANY decide not to renew the Agreement at the end of
the term provided in clause 1.2, it will pay the EXECUTIVE an
amount equal to 1,5 (one and a half) years' cash salary.

If the COMPANY does not renew the Agreement after December 31, 2001
or any of the subsequent three year terms, then the EXECUTIVE will
be entitled to a compensation of 2 (two) years' cash salary.

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These amounts will include and cover any and all other payments the
EXECUTIVE may be entitled to by law and will in no way exceed the
total amount of 2 (two) years' cash gross annual base remuneration,
except for accrued and not yet paid pro-rata installment payments
("pagas proporcionales") of such remuneration and for accrued and
not yet paid bonuses (under clause 4.2.e).

10.2 VOLUNTARY TERMINATION
     ---------------------

Either party may terminate the special labor relationship regulated
herein at any time, serving written notice to the other party at
least three months in advance.  In the event of voluntary
termination by the COMPANY, clause 10.6 will apply.

10.3 DISMISSAL
     ---------

The COMPANY may terminate the employment contract at any moment
with no need for any advance notice in the event of a serious
breach of contract by the EXECUTIVE or default of the diligence
expected from a senior executive.  If the COMPANY's decision is
declared fair, the EXECUTIVE shall not be entitled to the severance
payment established in the following paragraph.

10.4 SEVERANCE PAYMENT FOR UNFAIR DISMISSAL
     --------------------------------------

a)   If the dismissal is declared unfair, or if the COMPANY
     voluntarily terminates the Agreement in accordance with clause
     10.2, or if the termination is made on the grounds of
     redundancy, the EXECUTIVE shall be entitled to severance pay
     in a sum equivalent to forty-five days' salary in cash per
     year of service with a maximum of 24 months' salary.  The
     salary for this purpose shall be the gross annual base
     remuneration in cash received at the time of termination plus
     the average annual payments in cash made in respect of the
     variable bonus over the last three years.

b)   By way of exception, if before 31 December 1998 the COMPANY
     unfairly dismisses the EXECUTIVE, voluntarily terminates the
     Agreement in accordance with clause 10.2 or if the termination
     is made on the grounds of redundancy, the EXECUTIVE will be
     entitled to the highest of: (i) the amount resulting from the
     calculation under paragraph a) above or (ii) the gross annual
     base remuneration under clause 4.1 to be accrued between the
     time the Agreement terminates and 31 December 1998.

10.5 AMOUNTS COVERED BY SEVERANCE PAYMENT
     ------------------------------------

Any severance payment or other payment made to EXECUTIVE under this
clause should be offset by any other payments upon severance and
thus will include and cover any such payments, including for
termination of a previous labor relationship, whether those
payments are mandated by law, contract or by the EARTHGRAINS
COMPANY or the COMPANY policies.

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10.6 RIGHT TO OPT
     ------------

In the event of non renewal or voluntary termination by the COMPANY
under Clause 10.1 or 10.2 above, the EXECUTIVE may opt between: (a)
receiving the compensation established in clause 10.1 for the case
of non renewal of 10.4 for the case of voluntary termination
respectively or (b) returning to the position of "Director General"
held prior to his appointment as "Consejero Delegado" (Chief
Executive Officer -CEO-).

After opting to return to the post of General Manager, the
EXECUTIVE may resign from such position during the following six
months, in which case he would receive compensation as per clause
10.1 or 10.4 above as the case may be, with the same seniority as
agreed in Clause 2.

ELEVEN. - NON-COMPETITION
          ---------------

In the event this Agreement be terminated on any ground whatsoever,
the parties agree that the COMPANY may request from the EXECUTIVE
that the EXECUTIVE shall not enter into competition with the
COMPANY for a maximum term of two years immediately after the
termination of this Agreement.  The decision with regard to such
request and term of duration (up to the said maximum of two years)
shall exclusively correspond to the COMPANY, which at its sole
discretion may request or waive its right of requesting compliance
with such non competition obligation by the EXECUTIVE, as well as
fix the duration period of said non-competition obligation.

In case that the COMPANY decides to request the compliance with the
non-competition obligation, the EXECUTIVE shall be entitled to
receive an amount equal to the EXECUTIVE's average gross annual
base cash remuneration be enforced, payable at the end of each
quarter.  However, any amounts paid to the EXECUTIVE upon
termination or non renewal of the Agreement under clause 10 will be
offset from the compensation EXECUTIVE would be entitled to under
this clause with regard to the non-competition obligation,
deduction being made from the first quarterly payments.

In the event of breach of this obligation by the EXECUTIVE, the
COMPANY shall be entitled to demand the repayment of all amounts
paid under the provisions of the foregoing paragraph, plus legal
interest in those amounts.  Furthermore, the COMPANY may demand
payment of a compensation amounting to the last annual salary
received by the EXECUTIVE.

TWELVE. - RETURN OF COMPANY PAPERS
          ------------------------

Upon termination of this contract, the EXECUTIVE shall return to
the COMPANY all correspondence, documents, client lists, reports,
files and any other property belonging to the COMPANY, and all
copies that he may have in his possession or under his control,
which shall at all times be the execlusive property of the COMPANY,
and the EXECUTIVE waives any rights that he may have by virtue of
the temporary possession or control of the aforesaid information or
objects.

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THIRTEEN. - APPLICABLE LAW AND JURISDICTION
            -------------------------------

In all respects not contemplated herein, the parties shall abide by
the applicable provisions of Spanish law or regulations.  The
parties expressly agree to submit any issues or actions filed or
arising from or in relation to the interpretation, fulfillment or
default of the terms and conditions set forth herein to the courts
and tribunals of Barcelona, with express waiver of any other
jurisdiction that may correspond to them.

In witness whereof, the parties execute this agreement in three
counterparts, at the date and place first above mentioned.




THE COMPANY                                         THE EXECUTIVE

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