<PAGE> 1



                            THE EARTHGRAINS COMPANY
                            -----------------------

                     EMPLOYEE STOCK OWNERSHIP /401(k) PLAN
                     -------------------------------------

                                TRUST AGREEMENT
                                ---------------





<PAGE> 2
<TABLE>
                               Table of Contents
                               -----------------

<CAPTION>
ARTICLE                                                                   PAGE
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<S>                                                                         <C>
I TRUST; TRUST FUND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
      1.1 Name of Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
      1.2 Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
      1.3 Investment Committee . . . . . . . . . . . . . . . . . . . . . . . 1
      1.4 Qualification under Internal Revenue Code. . . . . . . . . . . . . 2
      1.5 Entire Understanding . . . . . . . . . . . . . . . . . . . . . . . 2
      1.6 Administration of Plan . . . . . . . . . . . . . . . . . . . . . . 2
      1.7 Named Fiduciary. . . . . . . . . . . . . . . . . . . . . . . . . . 2
      1.8 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

II CONTRIBUTIONS TO TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . 3

III PAYMENTS FROM TRUST FUND . . . . . . . . . . . . . . . . . . . . . . . . 3
      3.1 Instructions From Human Resources Committee. . . . . . . . . . . . 3
      3.2 Trustee Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 3
      3.3 Trustee Compensation . . . . . . . . . . . . . . . . . . . . . . . 3

IV INVESTMENT OF TRUST FUND. . . . . . . . . . . . . . . . . . . . . . . . . 4
      4.1 Investment Powers - In General . . . . . . . . . . . . . . . . . . 4
      4.2 Investment of ESOP Contributions . . . . . . . . . . . . . . . . . 4
      4.3 Investment of non-ESOP Contributions - Powers of Trustee . . . . . 4
      4.4 Investment of non-ESOP Contributions - Powers of Investment
          Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
      4.5 Voting of Company Stock. . . . . . . . . . . . . . . . . . . . . . 6
      4.6 Tender of Company Stock. . . . . . . . . . . . . . . . . . . . . . 7

V INVESTMENT MANAGERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
      5.1 Appointment by Investment Committee. . . . . . . . . . . . . . . . 7
      5.2 Relationship to Trustee. . . . . . . . . . . . . . . . . . . . . . 8
      5.3 Fiduciary Responsibility . . . . . . . . . . . . . . . . . . . . . 9
      5.4 Investment Authority . . . . . . . . . . . . . . . . . . . . . . . 9

VI RECORDKEEPING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
      6.1 Recordkeeping. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
      6.2 Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

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      6.3 Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

VII AMENDMENT AND TERMINATION. . . . . . . . . . . . . . . . . . . . . . . .10
      7.1 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
      7.2 Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . .10

VIII SUCCESSION OF TRUSTEES. . . . . . . . . . . . . . . . . . . . . . . . .10
      8.1 Removal by Investment Committee. . . . . . . . . . . . . . . . . .10
      8.2 Resignation of Trustee . . . . . . . . . . . . . . . . . . . . . .10
      8.3 Appointment of Successor Trustee . . . . . . . . . . . . . . . . .11
      8.4 Transfer of Assets to Successor Trustee. . . . . . . . . . . . . .11
      8.5 Reorganization of Trustee. . . . . . . . . . . . . . . . . . . . .11

IX GENERAL ADMINISTRATIVE POWERS . . . . . . . . . . . . . . . . . . . . . .11
      9.1 Plan Administration. . . . . . . . . . . . . . . . . . . . . . . .11
      9.2 Reliance Upon Human Resources Committee. . . . . . . . . . . . . .11
      9.3 Reliance upon Company. . . . . . . . . . . . . . . . . . . . . . .12
      9.4 Reliance upon Counsel. . . . . . . . . . . . . . . . . . . . . . .12
      9.5 Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
      9.6 No Implied Powers or Obligations . . . . . . . . . . . . . . . . .12
      9.7 Parties to Court Proceedings . . . . . . . . . . . . . . . . . . .12
      9.8 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12

X MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
      10.1 Third Parties . . . . . . . . . . . . . . . . . . . . . . . . . .13
      10.2 Reorganization of Company . . . . . . . . . . . . . . . . . . . .13
      10.3 Prohibition Against Assignment. . . . . . . . . . . . . . . . . .14
      10.4 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . .14
      10.5 Severability of Provisions. . . . . . . . . . . . . . . . . . . .14
      10.6 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
      10.7 Exclusive Benefit Rule. . . . . . . . . . . . . . . . . . . . . .14
</TABLE>


                                    - 2 -
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                   THE EARTHGRAINS COMPANY
                   -----------------------
    EMPLOYEE STOCK OWNERSHIP/401(K) PLAN TRUST AGREEMENT
    ----------------------------------------------------


This agreement ("Agreement") is entered into this 1st day of July, 1996,
effective as of July 1, 1996, by and between the Investment Committee of The
Earthgrains Company (the "Company"), and Wachovia Bank of Company (the
"Company"), and Wachovia Bank of North Carolina, N.A., a national banking
association organized under the laws of the United States of America (the
"Trustee"), in its capacity as Trustee under the Plan.

                              RECITALS

1.    The Company has established and maintains The Earthgrains
      Company Employee Stock Ownership/401(k) Plan for the exclusive
      benefit of its eligible employees and the eligible employees
      of its affiliated corporations (together, the "Employer"),
      which plan was amended and restated effective July 1, 1996,
      (the "Plan").

2.    The Plan is intended to satisfy all requirements of section
      401(a) of the Internal Revenue Code of 1986, as amended
      ("Code"), and the Employee Retirement Income Security Act of
      1974, as amended ("ERISA").

3.    A portion of the Plan is designed to invest primarily in
      common stock of the Company ("Company Stock"), which portion
      is intended to satisfy all requirements of Code section
      4975(e)(7) and therefore constitutes an employee stock
      ownership plan ("ESOP").

4.    The Plan provides for a trustee to receive and hold
      contributions made under the Plan in trust, which trust is
      intended to be tax-exempt under Code sections 401(a) and
      501(a).

5.    By execution of this Agreement, the Investment Committee and
      Trustee hereby establish the following Trust Agreement.


                             ARTICLE I

                         TRUST; TRUST FUND
                         -----------------

1.1   Name of Trust.  The Investment Committee hereby establishes
      -------------
with the Trustee a trust to carry out the purposes of the Plan,
which trust shall be known as the "The Earthgrains Company Employee
Stock Ownership/401(k) Plan Trust" (the "Trust").

1.2   Trust Fund.  The "Trust Fund" as of any date means all
      ----------
property then held in trust under this Agreement.

1.3   Investment Committee.  The Investment Committee means the
      --------------------
committee, as constituted


<PAGE> 5
by the Company from time to time, which has the following
responsibilities:

(a)   The selection, retention and termination of investment
      managers, trustees, custodians and other organizations
      performing similar investment services, including negotiation
      and approval of fee schedules and other compensation and
      expenses to be paid to such organizations;

(b)   The selection of pooled, collective, commingled or group
      investment accounts, funds, trusts, Company Stock, or other
      entities, into which Plan assets may be invested from time to
      time and negotiation and approval of fee schedules and
      expenses to be paid in connection therewith;

(c)   Management of the investment mix of Plan assets within
      risk/return guidelines established from time to time by the
      Audit and Finance Committee of the Company's Board of
      Directors;

(d)   Entering into financial contracts or similar arrangements to
      manage risk (including but not limited to foreign currency
      hedges and so-called "swap" contracts);

(e)   Selection, retention, and termination of all other investment
      service providers and negotiation and approval of all fee
      schedules, expenses and compensation to be paid to such
      service providers; and

(f)   Execution of all other administrative duties with respect to
      investment matters of the Plan.

(g)   Directing the Trustee to enter into a loan or loans exempt
      under Code Section 4575 (ESOP Loan) and to purchase Company
      Stock with the proceeds of such ESOP Loan.

1.4   Qualification under Internal Revenue Code.  Unless otherwise
      -----------------------------------------
advised to the contrary, the Trustee shall assume that the Trust is
entitled to tax exemption under Code section 501(a) as part of an
employee benefit plan which is qualified under Code section 401(a).

1.5   Entire Understanding.  The rights, powers, titles, duties,
      --------------------
discretions, and immunities of the Trustee shall be governed solely
by this Agreement, the Plan, and applicable law.

1.6   Administration of Plan.  The Plan shall be administered by the
      ----------------------
Human Resources Committee appointed by the Company (the "Human
Resources Committee"), which shall have such authority and
responsibility as is provided in the Plan and this Agreement.

1.7   Named Fiduciary.  The Investment Committee shall be a "named
      ---------------
fiduciary" within the meaning of Section 402(a)(2) of ERISA with
respect to the investment of the Trust Fund, except

                                    - 2 -
<PAGE> 6
to the extent that the Investment Committee has appointed an
investment manager pursuant to Article V, and except to the extent
that a Participant (or Beneficiary) directs the Trustee with respect
to the voting or tendering of Company Stock pursuant to Sections 4.5
or 4.6.

1.8   Definitions.  All capitalized words and phrases used in this
      -----------
Agreement shall have the meanings ascribed to them in the Plan,
unless the context plainly requires a different meaning.

                          ARTICLE II

                  CONTRIBUTIONS TO TRUST FUND
                  ---------------------------

The Trustee shall receive and hold contributions made under the
Plan by the Employer and Participants, together with the income and
increments thereon, in trust for the exclusive benefit of
Participants and their Beneficiaries, and without distinction
between principal and income.  The Trustee shall not be required
nor have any duty to take any action to collect or enforce payment
of any contribution under the Plan required to be made by the
Employer or a Participant.

                          ARTICLE III

                    PAYMENTS FROM TRUST FUND
                    ------------------------

3.1   Instructions From Human Resources Committee.  The Trustee
      -------------------------------------------
shall make such distributions and payments from the Trust Fund to
such persons, in such manner, at such times, and in such amounts,
as the Human Resources Committee from time to time shall direct.
The Trustee shall not be responsible for ascertaining whether any
distribution or payment directed by the Human Resources Committee
complies with the terms of the Plan, or see to its application,
and, accordingly, shall be fully protected in making payments in
accordance with such directions.

3.2   Trustee Expenses.  The expenses incurred by the Trustee in the
      ----------------
performance of its duties under this Agreement, including (but not
limited to) reasonable fees for legal, accounting, administrative,
or other services rendered to the Trustee, and expenses incident
thereto, shall be paid by the Trustee out of the Trust Fund unless
paid by the Employer.  All proper charges upon or in respect of the
Trust Fund, including (but not limited to) real and personal
property taxes, income taxes, transfer taxes, and other taxes of
any kind, levied or assessed under current or future law shall be
paid by the Trustee out of the Trust Fund.

3.3   Trustee Compensation.  The Trustee shall be entitled to such
      --------------------
compensation as may be agreed upon in writing from time to time
between the Investment Committee and the Trustee and such
compensation shall be paid from the Trust Fund unless paid by the
Employer.

                                    - 3 -
<PAGE> 7
                          ARTICLE IV

                   INVESTMENT OF TRUST FUND
                   ------------------------

4.1   Investment Powers - In General.  Except as otherwise provided
      ------------------------------
in this Agreement, the Trustee shall have exclusive authority and
discretion to hold, manage, care for, and protect the Trust Fund.

4.2   Investment of ESOP Contributions.  The purpose of that portion
      --------------------------------
of the Plan that is an ESOP is to invest primarily in and hold
Company Stock, and, accordingly, the Trustee shall, as directed by
the Investment Committee, invest and reinvest contributions made
under the ESOP portion of the Plan in Company Stock, subject to
minimum fractional interests established by the Trustee from time
to time, and (subject to the Code and ERISA) is authorized to
borrow from any lender (including a "party-in-interest" as defined
in ERISA section 3(14)) to finance the acquisition of Company
Stock.  For any period in which contributions under the ESOP
portion of the Plan are not invested in Company Stock, they shall,
at the direction of the Investment Committee, be held within the
Trust Fund in cash or invested in short-term investments pursuant
to Section 4.3.  Subject to applicable law, the Trustee may acquire
Company stock on the open market, through private purchases,
purchases from the Company (including purchases of treasury shares
or authorized by unissued shares), or otherwise.

4.3   Investment of non-ESOP Contributions - Powers of Trustee.
      --------------------------------------------------------
Except for any portion of the Trust Fund which has been invested at
the direction of the Investment Committee (or a Participant or
Beneficiary) pursuant to Section 4.4, or at the direction of an
investment manager pursuant to Article V, the Trustee shall have
the following rights, powers, and duties with respect to the
investment of contributions made under the non-ESOP portion of the
Plan, in addition to those provided elsewhere in this Agreement,
the Plan, or by law:

(a)   To retain, without liability for depreciation or loss, any and
      all stocks, bonds, notes, or other securities, including those
      issued by the Employer, and those issued by a foreign
      corporation, or any variety of real or personal property,
      including that which it may receive as a contribution from the
      Employer.

(b)   To sell, lease, pledge, mortgage, transfer, exchange, convert,
      or otherwise dispose of, or grant options with respect to, any
      and all property at any time that forms part of the Trust
      Fund, in such manner, at such time or times, for such
      purposes, for such prices, and upon such terms and conditions
      as it may decide.  Any sale may be made by private contract or
      by public auction and no person who deals with the Trustee
      shall be bound to see to the application of the purchase money
      or to inquire into the validity, expediency, or propriety of
      any such sale or other disposition.

(c)   Upon direction of the Investment Committee, to borrow money
      for any purpose

                                    - 4 -
<PAGE> 8
      (including entering into an ESOP Loan) connected with the
      protection, preservation, or improvement of any assets of the
      Trust Fund, whenever, in its judgment, it appears advisable and,
      as security, to mortgage or pledge any real estate or personal
      property of the Trust Fund, upon such terms and conditions as it
      may deem advisable.

(d)   Subject to Section 4.5, to vote, in person or by general or
      limited proxy, any shares of stock or other securities held by
      it; to consent, directly or through an agent, to the
      reorganization, consolidation, merger, dissolution, or
      liquidation of any corporation in which the Trustee may have
      any interest, or to the sale, pledge, lease, or mortgage of
      any property by or to any such corporation; and to make any
      payments and to take any steps which it may deem necessary or
      proper to enable it to obtain the benefit of any such
      transaction.

(e)   To acquire, dispose of, or exercise all options, rights, and
      privileges to convert stocks, bonds, notes, mortgages, or
      other property into other stocks, bonds, mortgages, or other
      property; to subscribe for additional or other stocks, bonds,
      notes, mortgages, or other property; to make such conversions
      and subscriptions and to make payments therefor; and to hold
      such stocks, bonds, notes, mortgages, or other property so
      acquired as investments of the Trust Fund.

(f)   To keep any of the securities or other property belonging to
      the Trust Fund registered or recorded in the name of the Trust
      Fund or in the name of the Trustee as nominee, without
      disclosing said Trust Fund.

(g)   To pay, compromise, compound, adjust, submit to arbitration,
      settle, or release any claims or demands of the Trust as it
      may deem advisable, including the acceptance of deeds of real
      property in satisfaction of bonds and mortgages, and to make
      any payments in connection therewith which it may deem
      advisable.

(h)   To reduce the interest rate at any time, and from time to
      time, on any note or mortgage constituting a portion of the
      Trust Fund and to extend or renew notes and mortgages upon or
      after maturity, with or without reference to the value of the
      mortgage security at the time of such extension or renewal.

(i)   To employ agents, attorneys, and other persons whose services
      may reasonably be required in connection with the
      administration of the Trust Fund from time to time, and to pay
      reasonable compensation therefor.

(j)   To deposit in its banking department any or all cash held in
      the Trust Fund; provided that, if this power is exercised, its
      banking department shall not be obligated to pay to the Trust
      Fund or to any beneficiary thereof, any interest, earnings, or
      profit whatsoever accruing to or deriving to it from such
      money on deposit with it, except for such rate of

                                    - 5 -
<PAGE> 9
      interest as under its current practices it may be obligated to
      pay upon demand deposit of individuals.

(k)   To execute and deliver any and all instruments in writing
      which it may deem advisable to carry out any of the foregoing
      powers.  No party to any such instrument in writing, signed by
      the Trustee, shall be obliged to inquire into its validity or
      be bound to see to the application of any money or other
      property paid or delivered to the Trustee pursuant to the
      terms of such instrument.

Any provision of this Agreement to the contrary notwithstanding,
the Trustee shall not acquire or dispose of any asset or engage in
any transaction if such acquisition, disposition, or transaction
would cause a tax to be imposed upon any person under Code section
4975.

4.4   Investment of non-ESOP Contributions - Powers of Investment
      -----------------------------------------------------------
Committee.  The Investment Committee shall direct the Trustee as to
---------
the investment of any or all assets of the Trust Fund, or shall
direct the Trustee to maintain or make available within the Trust
Fund a diversified group of at least three (3) investment funds in
which the assets of the Trust Fund may be invested at the direction
of Participants or Beneficiaries.  An "investment fund" may be any
common or collective trust fund or pooled investment fund
maintained by the Trustee or an affiliate of the Trustee, the terms
and conditions of which are incorporated herein.  All directions of
the Investment Committee (or its agent), or a Participant or
Beneficiary, to the Trustee in this regard shall be in writing, and
the Trustee shall be under no duty to question any such direction
or to review any securities or other property in connection with
such direction.  The Trustee shall not be liable or responsible in
any way for any losses or unfavorable results that arise from its
compliance with such directions.

4.5   Voting of Company Stock.  The Company shall use its reasonable
      -----------------------
best efforts to cause to be delivered to each Participant (or in
case of death, his Beneficiary) such notices and informational
statements as are furnished to the Company's stockholders with
respect to the exercise of voting rights on Company Stock, together
with a form by which the Participant (or Beneficiary) may
confidentially instruct the Trustee with respect to the voting of
Company Stock allocated to his account under the Plan.  The Trustee
shall vote Company Stock held within the Trust Fund as follows:

The Trustee shall vote Company Stock credited to a Participant's
   account under the Plan with respect to which the Trustee has
   received timely direction, as directed by the Participant (or
   Beneficiary) (or abstain if so directed).

The Trustee shall vote (i) all Company Stock not credited to any
   Participant's account under the Plan, and (ii) all Company Stock
   credited to a Participant's account under the Plan with respect
   to which the Trustee has not received timely direction, in the
   same proportion as the Company Stock specifically directed by
   Participants and Beneficiaries in (a) (disregarding

                                    - 6 -
<PAGE> 10
   any shares specified in (a) with respect to which the Trustee has
   received a direction to abstain).

For purposes of voting Company Stock, the Participant (or
   Beneficiary) shall be a Named Fiduciary with respect to Company
   Stock credited to his account.

4.6   Tender of Company Stock.  If there is a tender or exchange
      -----------------------
offer for, or a request or invitation for the tender or exchange
of, Company Stock, the Trustee promptly shall furnish to each
Participant (or in case of death, his Beneficiary) a notice of such
offer, request, or invitation, and shall request direction from the
Participant (or Beneficiary) as to the tender or exchange of
Company Stock allocated to the Participant's account under the
Plan.  The Trustee shall tender or exchange, or retain, Company
Stock held within the Trust as follows:

(a)   The Trustee shall tender or exchange, or retain, Company Stock
      credited to a Participant's account under the Plan with
      respect to which the Trustee has received timely direction, as
      directed by the Participant (or Beneficiary).

(b)   The Trustee shall retain Company Stock credited to a
      Participant's account under the Plan which respect to which
      the Trustee has not received timely direction.

(c)   The Trustee shall tender or exchange, or retain, Company Stock
      not credited to any Participant's account under the Plan, in
      the same proportion as the Company Stock specified in (a) and
      (b) are tendered or exchanged, or retained.

(d)   For purposes of tendering Company Stock, the Participant (or
      Beneficiary) shall be a Named Fiduciary with respect to the
      Company Stock credited to his account.

All tender or exchange directions received by the Trustee shall be
held in confidence by the Trustee and shall not be divulged or
released to any person, including an employee or any officer or
director of the Company.

                         ARTICLE V

                    INVESTMENT MANAGERS
                    -------------------

5.1   Appointment by Investment Committee.  The Investment Committee
      -----------------------------------
may transfer to one or more "investment managers" (as defined
below) the authority and responsibility to direct the investment
and management, and/or to have custody and control, of all or part
of the Trust Fund by advance written notice to the Trustee.  Any
such notice shall include the name and a specimen signature of each
such investment manager.  Any such transfer of the Trustee's
authority to an investment manager may be revoked in whole or in
part by the Investment Committee by delivery to the investment
manager and the Trustee of reasonable advance written

                                    - 7 -
<PAGE> 11
notice to that effect, whereupon such authority shall be restored to
the Trustee unless a successor investment manager is appointed by the
Investment Committee.  For purposes of this Agreement, an "investment
manager" is a fiduciary that has fully complied with the provisions of
section 3(38) of ERISA and has provided the Trustee with a written
acknowledgment that it has done so and that it is a fiduciary with
respect to the Trust Fund or the Investment Committee to the extent it
has assumed investment management.

5.2   Relationship to Trustee.  During such period of time as an
      -----------------------
investment manager is authorized to direct the investment and
management of all or part of the Trust Fund which remains in the
custody of the Trustee, the following shall apply:

(a)   No Liability for Losses.  The Trustee shall not be liable or
      -----------------------
      in any way responsible for any losses or other unfavorable
      results arising from the Trustee's compliance with investment
      or management directions received by the Trustee from the
      investment manager.  The Trustee shall not be liable for the
      acts or omissions of any investment manager unless the Trustee
      knowingly participates in, or knowingly undertakes to conceal,
      an act or omission of such investment manager knowing such act
      or omission constitutes a breach of fiduciary responsibility
      by the investment manager.  If the Trustee has knowledge of a
      breach committed by the investment manager, it shall notify
      the Company in writing thereof, and the Company shall
      thereafter assume full responsibility to all persons
      interested in the Plan to remedy such breach.

(b)   Communications to Trustee.  All directions concerning
      -------------------------
      investments made by an investment manager shall be signed by
      such person or persons, acting on behalf of the investment
      manager, as may be duly authorized in writing; provided that,
      the transmission to the Trustee of such directions by
      photostatic teletransmission with duplicate or facsimile
      signature or signatures shall be considered a delivery in
      writing of the aforesaid directions until the Trustee is
      notified in writing that the use of such devices with
      duplicate or facsimile signatures is no longer authorized.

(c)   Compliance with Instructions.  The Trustee shall comply with
      ----------------------------
      any written directions given by an investment manager as
      promptly as possible, and shall be entitled to presume that
      any directions so given are fully authorized.

(d)   Absence of Instructions.  The Trustee shall not be liable for
      -----------------------
      its failure to invest any or all of the Trust Fund in the
      absence of written directions from the investment manager.

(e)   Rights with Respect to Securities.  The Trustee shall have no
      ---------------------------------
      obligation to determine the existence of any conversion,
      redemption, exchange, subscription, or other right relating to
      any securities purchases, of which notice was given prior to
      the purchase of such securities, unless the Trustee is
      informed of the existence of the right and is instructed to
      exercise such right, in writing, by the investment manager,
      within a reasonable time


                                    - 8 -
<PAGE> 12
      prior to the expiration of such right.

5.3   Fiduciary Responsibility.  The Investment Committee intends by
      ------------------------
this Article to allocate to an investment manager all fiduciary
responsibility with respect to the assets of the Trust Fund that
are invested, managed, and controlled by, and under the custody of
the investment manager.  Unless the Trustee, by action or failure
to act, participates in or undertakes to conceal an act or omission
of an investment manager, the Trustee shall incur no liability for
any loss of any kind which may result solely (i) by reason of any
action taken by it in accordance with any direction of such
investment manager, or (ii) by reason of any act or omission of an
investment manager, and, except where the Trustee has failed fully
to perform and discharge all of its duties and obligations under
this Agreement, the Company shall indemnify and hold harmless the
Trustee for any legal liability judicially imposed by a court of
competent jurisdiction on the Trustee solely as a result of
complying with the instructions of an investment manager appointed
by the Investment Committee or solely as a result of any act or
omission of the investment manager.  The Trustee shall not be
deemed to be a party to or to have any obligations under any
agreement with any investment manager, except as otherwise provided
for herein.  On receipt of directions from an investment manager,
the trustee promptly shall make, execute, acknowledge, and deliver
any and all documents of transfer and conveyance and any and all
other instruments that may be necessary or appropriate to carry out
such directions.  The Trustee shall not be deemed to have
participated in any act or omission of the investment manager
solely by reason of acting or failing to act in accordance with the
direction of the investment manager.

5.4   Investment Authority.  An investment manager shall have the
      --------------------
investment powers and duties otherwise granted to or imposed upon
the Trustee, except as otherwise limited by agreement or by
investment objectives provided by the Investment Committee.

                         ARTICLE VI

                        RECORDKEEPING
                        -------------

6.1   Recordkeeping.  The Trustee shall keep accurate and detailed
      -------------
accounts of all its investments, receipts, disbursements, and other
transactions involving the Trust Fund, and all accounts, books, and
records relating thereto shall be open to inspection and audit by
any person designated by the Investment Committee at all reasonable
times during business hours.

6.2   Fiscal Year.  The fiscal year of the Trust shall be the twelve
      -----------
(12) month period ending on June 30 of each year.

6.3   Reports.  Within seventy-five (75) days following the close of
      -------
each fiscal year of the Trust, and as soon as practicable, but not
later than sixty (60) days, after the removal or resignation of the
Trustee, the Trustee shall file with the Investment Committee a
written report that sets forth all investments, receipts,
disbursements, and other transactions effected by it

                                    - 9 -
<PAGE> 13
during such fiscal year, or portion thereof.  Such report shall
contain a description of all investments purchased and sold with the
cost or net proceeds of such purchases or sales (accrued interest paid
or received being shown separately), and showing the investments held
at the end of the period for which the report is submitted.
Neither the Investment Committee, the Company, nor any Participant
or Beneficiary in the Plan, nor any other person shall have the
right to demand or be entitled to any further or different
accounting by the Trustee.  The foregoing provisions, however,
shall not preclude the Trustee from having its accounts judicially
settled if it so desires.

                          ARTICLE VII

                   AMENDMENT AND TERMINATION
                   -------------------------

7.1   Amendment.  The Investment Committee shall have the right at
      ---------
any time, and from time to time, to amend this Agreement, in whole
or in part, on a prospective or retroactive basis; provided that,
no amendment shall be effective if it causes any part of the Trust
Fund to be used for, or diverted to, purposes other the exclusive
benefit of Participants and their Beneficiaries, and no amendment
shall be effective without the Trustee's consent if it materially
changes the rights, duties, and responsibilities of the Trustee.
An amendment shall become effective upon the date therein so
stated.

7.2   Termination.  If the Plan is terminated, this Agreement
      -----------
nevertheless shall continue in effect until all assets have been
distributed from the Trust Fund, at which time the Trust and this
Agreement shall terminate.  The Investment Committee shall notify
the Trustee of the termination of the Plan, and the Trustee shall
dispose of Trust Fund assets in accordance with the directions of
the Investment Committee, subject to the receipt of such
determination from the Internal Revenue Service as to the qualified
status of the Plan and Trust under Code sections 401 (a) and 501
(a) as may reasonably be required by the Trustee.

                             ARTICLE VIII

                       SUCCESSION OF TRUSTEES
                       ----------------------

8.1   Removal by Investment Committee.  The Investment Committee may
      -------------------------------
remove the Trustee at any time upon written notice to the Trustee.
Such removal shall be effective immediately upon the Trustee's
receipt of such notice or at such later date as the parties may
agree.

8.2   Resignation of Trustee.  The Trustee may resign as Trustee at
      ----------------------
any time upon sixty (60) days' written notice to the Investment
Committee, or such other date as the parties may agree.  Such
resignation shall be effective as of the date the Investment
Committee appoints a successor trustee; provided that, if no
successor trustee is appointed within sixty (60) days after the
Investment Committee's receipt of the Trustee's notice of
resignation, the Trustee may apply to

                                    - 10 -
<PAGE> 14
a court of competent jurisdiction for appointment of a successor
trustee and such resignation shall be effective as of the date the
court appoints a successor trustee.

8.3   Appointment of Successor Trustee.  To appoint a successor
      --------------------------------
trustee, the Investment Committee shall deliver to the Trustee and
to the successor trustee an instrument, executed by the Investment
Committee, appointing such successor trustee, and deliver to the
Trustee a written acceptance executed by the successor trustee so
appointed.  Unless and until superseded by a subsequent trust
agreement, all of the provisions of this Agreement shall apply to
any successor trustee with the same force and effect as if such
successor trustee originally had been named herein as the Trustee.

8.4   Transfer of Assets to Successor Trustee.  Upon the appointment
      ---------------------------------------
of a successor trustee, the Trustee shall, without requiring any
release or agreement from any party other than the Investment
Committee, render a final accounting in writing to the Investment
Committee and transfer and deliver the assets of the Trust Fund to
such successor trustee after reserving such reasonable amount as it
shall deem necessary to provide for any fees, expenses, or taxes
then chargeable against the Trust Fund.  The receipt of assets by
a successor trustee and the approval by the Investment Committee of
the final accounting of the Trustee shall be a full and complete
acquittal and discharge of the Trustee except as otherwise provided
under ERISA.  A successor trustee shall have no liability
whatsoever for the acts or omissions of the Trustee.  If the
Investment Committee fails to object to such accounting by delivery
to the Trustee within one hundred and twenty (120) days from the
date of receipt by the Investment Committee of such final
accounting, such accounting shall be deemed to be approved by the
Investment Committee.

8.5   Reorganization of Trustee.  If, at any time, the Trustee
      -------------------------
merges or consolidates with another entity, or sells or transfers
substantially all of its assets and business to another entity, the
entity resulting from such merger or consolidation, or the entity
into which it is converted, or to which such sale or transfer is
made, shall thereupon become and be the Trustee under this
Agreement, with the same effect as though originally so named.

                         ARTICLE IX

                GENERAL ADMINISTRATIVE POWERS
                -----------------------------

9.1   Plan Administration.  The Plan shall be administered by the
      -------------------
Human Resources Committee, the individual members of which have
been duly appointed.  The Human Resources Committee shall have all
administrative authority and responsibility with respect to the
Plan as is provided in the Plan, and the Trustee shall have no
obligations with respect to the administration of the Plan.

9.2   Reliance Upon Human Resources Committee.  The Trustee shall be
      ---------------------------------------
fully protected in relying upon any instruction, direction, or
approval of the Human Resources Committee (or its

                                    - 11 -
<PAGE> 15
agent) furnished to the Trustee if such instruction, direction, or
approval is (i) signed by a majority of the members of the Human
Resources Committee, or (ii) signed by one or more of its members as
may be authorized by the Human Resources Committee in accordance with
the Plan or administrative procedures of the Human Resources Committee
to execute such instructions, directions, or approvals.  The Trustee
may rely upon a certification by any Company officer as to the
identity of the members of the Human Resources Committee until
advised to the contrary.  The Company agrees to indemnify and hold
the Trustee harmless against any liabilities it may incur in acting
in accordance with any such written instruction, direction, or
approval delivered by the Human Resources Committee.

9.3   Reliance upon Company.  The Trustee shall be fully protected
      ---------------------
in acting upon any instrument, certificate, or paper signed on
behalf of the Company, provided that the Trustee reasonably
believes that such instrument, certificate, or paper is genuine and
signed by the proper person.  The Trustee shall be under no duty to
make any investigation or inquiry as to any statement of fact
contained in such writing, but may accept the same as conclusive
evidence of the truth and accuracy thereof, including any statement
that any amendment or modification of this Agreement under the
provisions of Article VII complies with the requirements and
restrictions set forth therein.  The Company agrees to indemnify
and hold the Trustee harmless against any liabilities it may incur
in acting in accordance with any such written instructions
delivered by the Company, the Investment Committee and/or Human
Resources Committee.

9.4   Reliance upon Counsel.  The Trustee may consult with counsel,
      ---------------------
who may or may not be counsel for the Company, in respect of any of
its duties or obligations hereunder and shall be fully protected in
acting or refraining from acting in accordance with the written
advice of such counsel.

9.5   Indemnity.  The indemnity provided the Trustee under this
      ---------
Agreement shall survive the termination of this Agreement.

9.6   No Implied Powers or Obligations.  Nothing shall be deemed to
      --------------------------------
impose any powers, duties, or responsibilities on the Trustee other
than those expressly set forth in the Plan, this Agreement, or
under ERISA.

9.7   Parties to Court Proceedings.  Except as otherwise required by
      ----------------------------
ERISA, only the Company, the Investment Committee, and the Trustee
shall be necessary parties to any court proceeding involving the
Trustee or the Trust, and no employee, former employee, or
beneficiary shall be entitled to any notice or process.  Any final
judgment entered in any such proceeding shall be conclusive upon
the Company, the Investment Committee, the Trustee, employees,
former employees, and beneficiaries of employees or former
employees.

9.8   Notices.  All notices, orders, authorizations, directions, or
      -------
other communications hereunder shall be in writing and shall be
deemed to have been given if delivered personally or

                                    - 12 -
<PAGE> 16
mailed to the following address, marked for attention as indicated, or
such other address or marked for such other attention as may from time
to time be furnished in writing to the other party to this Agreement
by any such addressee:

      If to the Company, the Investment Committee or the Human
Resources Committee:

            The Earthgrains Company
            8400 Maryland Avenue
            St. Louis, Missouri 63105-3668

            Attention:  Vice President and General Counsel
                        Vice President and Treasurer
                        Director of Human Resources Administration

      If to the Trustee:

            Wachovia Bank of North Carolina, N.A.
            301 North Main Street
            Winston-Salem, North Carolina 27150

            Attention:  S. Jane Price, CRPS
                        Vice President

                           ARTICLE X

                         MISCELLANEOUS
                         -------------

10.1  Third Parties.  No person dealing with the Trustee shall be
      -------------
obligated to see to the application of any money paid or property
delivered to the Trustee; nor shall any such person be required to
take cognizance of the provisions of this Agreement or the Plan, or
to question the authority of the Trustee to do any act as respects
the Trust or the authority of the Trustee to receive any money
becoming due and payable, nor be obligated to inquire as to whether
the Trustee has secured the direction, consent, or approval of the
Company, the Investment Committee, the Human Resources Committee or
of any Participant or Beneficiary to any proposed action.  In
general, each person dealing with the Trustee may act upon any
advice, request, or representation in writing by the Trustee or the
Trustee's duly authorized agent and shall not be liable to any
person in so doing.

10.2  Reorganization of Company.  If the Company consolidates or
      -------------------------
merges with or into any other corporation, or sells substantially
all of its property, the successor corporation formed and resulting
from any such consolidation, merger, or purchase of assets
automatically shall become a party to this Agreement unless in
connection with such consolidation, merger, or purchase of

                                    - 13 -
<PAGE> 17
assets, another entity becomes a party in lieu of the successor
corporation.

10.3  Prohibition Against Assignment.  Except as may be required or
      ------------------------------
permitted under ERISA and the Code, no interest in any payments
under the Trust Fund shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt so to anticipate, alienate,
sell, transfer, assign, pledge, encumber, or charge shall be void.
Neither shall the Trust nor the Trustee be in any manner liable for
or subject to any debts, contracts, liabilities, engagements, or
torts of any person entitled to any payment or distribution from
the Trust Fund.

10.4  Governing Law.  This Agreement shall be governed by the
      -------------
internal laws of the state of Missouri to the extent that federal
law does not preempt such laws.

10.5  Severability of Provisions.  If any provision of this
      --------------------------
Agreement is held illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining provisions
of this Agreement, but shall be fully severable, and this Agreement
shall be construed and enforced as if the illegal or invalid
provision had never been included herein.

10.6  Headings.  All headings in this Agreement are included solely
      --------
for ease of reference and do not bear on the interpretation of the
text.

10.7  Exclusive Benefit Rule.  The assets of the Trust Fund shall
      ----------------------
never inure to the benefit of the Company and shall be held for the
exclusive purpose of providing benefits under the Plan and
defraying reasonable expenses of administration.  The Company shall
not be entitled to receive or recover any part of its contributions
to the Trust or the earnings thereon except as follows:

(a)   Contributions Conditioned on Deductibility.  All Company
      ------------------------------------------
      contributions to the Trust Fund are conditioned upon
      deductibility under Code section 404, unless otherwise
      expressly stated by the Company.  Accordingly, if and to the
      extent that such a deduction is disallowed within the meaning
      of section 403(c)(2) of ERISA, the contribution in question
      shall be repaid to the Company upon demand (but subject to
      paragraph (c) below and only to the extent disallowed) within
      one (1) year after such disallowance.  If the Company
      contribution for any taxable year exceeds the amount
      deductible for the taxable year under the Code, but is not
      repaid pursuant to the foregoing sentence, the portion not so
      deductible shall in like amount reduce the contribution
      required in respect of the subsequent taxable year during
      which the disallowance or other determination of
      nondeductibility is made and, to the extent not thereby
      consumed, any subsequent taxable year or years.

(b)   Contributions Made by Mistake.  If and to the extent that a
      -----------------------------
      contribution to the Trust Fund is made as a result of a good
      faith mistake of facts or circumstances, the same shall

                                    - 14 -
<PAGE> 18
      be repaid to the Company upon demand of the Investment Committee
      (but subject to paragraph (c) below and only to the extent of
      such mistake) within one (1) year after the contribution was
      made.

(c)   Repayments.  Any repayment of a contribution under paragraphs
      ----------
      (a) or (b), above, shall be subject to the condition that (i)
      such repayment shall not include any earnings attributable to
      that portion of the contribution that qualifies for repayment
      under paragraph (a) or (b) above, unless the repayment is
      being made to avoid a detrimental tax effect under Code
      section 401(k), 401(m), or 402(g), (ii) there shall be
      deducted from the amount of such repayment any losses
      attributable to that portion of the contribution which
      qualifies for repayment under paragraph (a) or (b) above, and
      (iii) in no event shall such repayment result in any
      Participant's account being reduced to a balance which is less
      than the balance which would have been in his account had the
      amount contributed not been contributed, and the amount of the
      repayment shall be adjusted accordingly.




IN WITNESS WHEREOF, the Investment Committee of The Earthgrains
Company and the Trustee have caused this Agreement to be duly
executed as of the day and year first above written.


WACHOVIA BANK OF                       INVESTMENT COMMITTEE OF
NORTH CAROLINA, N.A.                   THE EARTHGRAINS COMPANY
as Trustee


By---------------------------------    By----------------------------

Its--------------------------------    Its---------------------------




                                    - 15 -