<PAGE> 1


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

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




<PAGE> 2
<TABLE>
                                  Table of Contents
                                  -----------------
<CAPTION>
Article                                                                         Page
-------                                                                         ----
<S>                                                                             <C>
1      Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
       1.1.  Plan; Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
       1.2.  Qualified Profit Sharing Plan; ESOP . . . . . . . . . . . . . . . .   1
       1.3.  Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . . .   1
       1.4.  Trust; Trustees . . . . . . . . . . . . . . . . . . . . . . . . . .   1
       1.5.  Administration. . . . . . . . . . . . . . . . . . . . . . . . . . .   1
       1.6.  Adopting Employers. . . . . . . . . . . . . . . . . . . . . . . . .   2
       1.7.  Appendices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

2      Definitions and Construction. . . . . . . . . . . . . . . . . . . . . . .   3
       2.1.  Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3
       2.2.  Gender and Number . . . . . . . . . . . . . . . . . . . . . . . . .   8
       2.3.  Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8

3      Eligibility and Participation . . . . . . . . . . . . . . . . . . . . . .   9
       3.1.  Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
       3.2.  Participation . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
       3.3.  Duration of Participation . . . . . . . . . . . . . . . . . . . . .   9

4      After-Tax Contributions . . . . . . . . . . . . . . . . . . . . . . . . .  10
       4.1.  After-Tax Contributions . . . . . . . . . . . . . . . . . . . . . .  10
       4.2.  Minimum and Maximum Percentage Contributions. . . . . . . . . . . .  10
       4.3.  Special Limit on Highly Compensated Employees . . . . . . . . . . .  10
       4.4.  Transfer to Trustee . . . . . . . . . . . . . . . . . . . . . . . .  11

5      Before-Tax Contributions. . . . . . . . . . . . . . . . . . . . . . . . .  12
       5.1.  Before-Tax Contributions. . . . . . . . . . . . . . . . . . . . . .  12
       5.3.  Maximum Dollar Contribution . . . . . . . . . . . . . . . . . . . .  12
       5.4.  Special Limit on Highly Compensated Employees . . . . . . . . . . .  13
       5.5.  Transfer to Trustee . . . . . . . . . . . . . . . . . . . . . . . .  13

6      Employer Contributions. . . . . . . . . . . . . . . . . . . . . . . . . .  14
       6.1.  Employer Matching Contributions . . . . . . . . . . . . . . . . . .  14
       6.2.  Statutory Limit on Contributions. . . . . . . . . . . . . . . . . .  14
       6.3.  Special Limit on Highly Compensated Employees . . . . . . . . . . .  14
       6.4.  Top-Heavy Minimum Benefit . . . . . . . . . . . . . . . . . . . . .  15
       6.5.  Allocation Among Employers. . . . . . . . . . . . . . . . . . . . .  15
       6.6.  Transfer to Trust . . . . . . . . . . . . . . . . . . . . . . . . .  15

7      Compensation Reduction Agreements . . . . . . . . . . . . . . . . . . . .  16
       7.1.  Compensation Reduction Agreements . . . . . . . . . . . . . . . . .  16
       7.2.  Modification of Contributions . . . . . . . . . . . . . . . . . . .  16
       7.3.  Committee Adjustment Authority. . . . . . . . . . . . . . . . . . .  16

                                    i
<PAGE> 3

8      Plan Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
       8.1.  Participant Plan Accounts . . . . . . . . . . . . . . . . . . . . .  17
       8.2.  Participant Cash Accounts . . . . . . . . . . . . . . . . . . . . .  17
       8.3.  Participant Stock Accounts. . . . . . . . . . . . . . . . . . . . .  17
       8.4.  Balance of Accounts . . . . . . . . . . . . . . . . . . . . . . . .  18
       8.5.  Adjustments to Reflect Distributions. . . . . . . . . . . . . . . .  18
       8.6.  Adjustment to Reflect Participant Contributions;
               Diversification Proceeds. . . . . . . . . . . . . . . . . . . . .  18
       8.7.  Adjustment to Reflect Employer Matching
               Contributions . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       8.8.  Adjustments to Reflect Investment Return. . . . . . . . . . . . . .  19
       8.9.  Adjustments to Reflect Dividends. . . . . . . . . . . . . . . . . .  19
       8.10. Maximum Allocations . . . . . . . . . . . . . . . . . . . . . . . .  19

9      Investment Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
       9.1.  Investment Funds. . . . . . . . . . . . . . . . . . . . . . . . . .  22
       9.2.  Stock Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
       9.3.  Participant Loan Funds. . . . . . . . . . . . . . . . . . . . . . .  22
       9.4.  Change of Investment Elections. . . . . . . . . . . . . . . . . . .  23
       9.5.  Investment of Employer Matching Contributions . . . . . . . . . . .  23
       9.6.  Investment of Cash Dividends. . . . . . . . . . . . . . . . . . . .  23
       9.7.  Reporting Persons . . . . . . . . . . . . . . . . . . . . . . . . .  24

10     Trust Suspense Fund . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
       10.1.  Suspense Fund. . . . . . . . . . . . . . . . . . . . . . . . . . .  26
       10.2.  Release from Suspense Fund . . . . . . . . . . . . . . . . . . . .  26
       10.3.  Allocation of Released Shares. . . . . . . . . . . . . . . . . . .  26
       10.4.  Fair Market Value. . . . . . . . . . . . . . . . . . . . . . . . .  27

11     Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
       11.1.  Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  28
       11.2.  Years of Service . . . . . . . . . . . . . . . . . . . . . . . . .  28
       11.3.  Forfeitures. . . . . . . . . . . . . . . . . . . . . . . . . . . .  28

12     Investment Diversification. . . . . . . . . . . . . . . . . . . . . . . .  30
       12.1.  Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
       12.2.  Diversification. . . . . . . . . . . . . . . . . . . . . . . . . .  30
       12.3.  Election Procedures. . . . . . . . . . . . . . . . . . . . . . . .  30
       12.4.  Liquidation and Credit of Proceeds . . . . . . . . . . . . . . . .  30

13     Payment of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
       13.1.  Benefit Payments - In General. . . . . . . . . . . . . . . . . . .  32
       13.2.  Payment to Participants. . . . . . . . . . . . . . . . . . . . . .  32
       13.3.  Payment to Beneficiaries . . . . . . . . . . . . . . . . . . . . .  32
       13.4.  Payment of Small Amounts . . . . . . . . . . . . . . . . . . . . .  33
       13.5.  Form of Payment. . . . . . . . . . . . . . . . . . . . . . . . . .  33
       13.6.  Special Rule for Company Shares. . . . . . . . . . . . . . . . . .  33
       13.7.  Required Payments. . . . . . . . . . . . . . . . . . . . . . . . .  34
       13.8.  Earnings on Plan Accounts. . . . . . . . . . . . . . . . . . . . .  34
       13.9.  Life Expectancies. . . . . . . . . . . . . . . . . . . . . . . . .  34
       13.10. Eligible Rollover Distributions. . . . . . . . . . . . . . . . . .  35

                                    ii
<PAGE> 4

14     Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
       14.1.  Designated Beneficiaries . . . . . . . . . . . . . . . . . . . . .  36
       14.2.  Spousal Consent Requirements . . . . . . . . . . . . . . . . . . .  36
       14.3.  Absence of Designated Beneficiary. . . . . . . . . . . . . . . . .  36

15     Participant Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . .  37
       15.1.  Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . .  37

16     Participant Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
       16.1.  Loan Program; Eligibility. . . . . . . . . . . . . . . . . . . . .  38

17     Relating to Employer Shares . . . . . . . . . . . . . . . . . . . . . . .  39
       17.1.  Investment in Employer Shares; ESOP. . . . . . . . . . . . . . . .  39
       17.2.  Conversion to Cash . . . . . . . . . . . . . . . . . . . . . . . .  39
       17.3.  Voting of Employer Shares. . . . . . . . . . . . . . . . . . . . .  39
       17.4.  Tender of Employer Shares. . . . . . . . . . . . . . . . . . . . .  40
       17.5.  Non-Publicly Traded Shares . . . . . . . . . . . . . . . . . . . .  40

18     Former Employees/Participants . . . . . . . . . . . . . . . . . . . . . .  42
       18.1.  Participation. . . . . . . . . . . . . . . . . . . . . . . . . . .  42
       18.2.  Cessation of Distributions . . . . . . . . . . . . . . . . . . . .  42

19     Amendment and Termination . . . . . . . . . . . . . . . . . . . . . . . .  43
       19.1.  Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
       19.2.  Termination. . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
       19.3.  Withdrawal; Discontinuance of Employer Status. . . . . . . . . . .  43
       19.4.  Termination Distributions. . . . . . . . . . . . . . . . . . . . .  44

20     Mergers, Transfers, and Rollovers . . . . . . . . . . . . . . . . . . . .  45
       20.1.  Plan Merger, Consolidation or Benefit Transfer . . . . . . . . . .  45
       20.2.  Rollover Contributions . . . . . . . . . . . . . . . . . . . . . .  45

21     Plan Administration . . . . . . . . . . . . . . . . . . . . . . . . . . .  46
       21.1.  Human Resources Committee. . . . . . . . . . . . . . . . . . . . .  46
       21.2.  Committee Powers . . . . . . . . . . . . . . . . . . . . . . . . .  46
       21.3.  Benefit Payments . . . . . . . . . . . . . . . . . . . . . . . . .  47
       21.4.  Committee Officers . . . . . . . . . . . . . . . . . . . . . . . .  47
       21.5.  Committee Actions. . . . . . . . . . . . . . . . . . . . . . . . .  47
       21.6.  Committee Member Who is Participant. . . . . . . . . . . . . . . .  47
       21.7.  Resignation or Removal . . . . . . . . . . . . . . . . . . . . . .  47
       21.8.  Information Required from Employer . . . . . . . . . . . . . . . .  48
       21.9.  Information Required from Employees. . . . . . . . . . . . . . . .  48
       21.10. Uniform Rules and Administration . . . . . . . . . . . . . . . . .  48

22     Claims Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
       22.1.  Written Claim for Benefits . . . . . . . . . . . . . . . . . . . .  49
       22.2.  Initial Review of Claim. . . . . . . . . . . . . . . . . . . . . .  49
       22.3.  Claim Review Procedure . . . . . . . . . . . . . . . . . . . . . .  49
       22.4.  Review Decisions Final . . . . . . . . . . . . . . . . . . . . . .  50

                                    iii
<PAGE> 5

23     Change-in-Control Provisions. . . . . . . . . . . . . . . . . . . . . . .  51
       23.1.  Restriction in Case of Change-in-Control . . . . . . . . . . . . .  51
       23.2.  Change-in-Control. . . . . . . . . . . . . . . . . . . . . . . . .  51

24     Adopting Employers. . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
       24.1.  Participation in Plan. . . . . . . . . . . . . . . . . . . . . . .  52
       24.2.  Withdrawal of Participation in Plan. . . . . . . . . . . . . . . .  52

25     General Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
       25.1.  Prohibited Inurement . . . . . . . . . . . . . . . . . . . . . . .  53
       25.2.  No Employment Rights . . . . . . . . . . . . . . . . . . . . . . .  53
       25.3.  Interests Not Transferable . . . . . . . . . . . . . . . . . . . .  53
       25.4.  Absence of Guarantee . . . . . . . . . . . . . . . . . . . . . . .  53
       25.5.  Actions by Employer. . . . . . . . . . . . . . . . . . . . . . . .  53
       25.6.  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
       25.7.  Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
       25.8.  Facility of Payment. . . . . . . . . . . . . . . . . . . . . . . .  54
       25.9.  Missing Participants . . . . . . . . . . . . . . . . . . . . . . .  54
       25.10. Applicable Law . . . . . . . . . . . . . . . . . . . . . . . . . .  54

Appendix A     Identifying Highly Compensation Employees . . . . . . . . . . . . A-1
       A.1.  Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
       A.2.  Highly Compensated Employee . . . . . . . . . . . . . . . . . . . . A-1
       A.3.  Employee Percentages. . . . . . . . . . . . . . . . . . . . . . . . A-1
       A.4.  Special Rules for Officers. . . . . . . . . . . . . . . . . . . . . A-2
       A.5.  Tie-Breaking Elections. . . . . . . . . . . . . . . . . . . . . . . A-2

Appendix B     Service Crediting Rules . . . . . . . . . . . . . . . . . . . . . B-1
       B.1.  Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
       B.2.  Hours of Service. . . . . . . . . . . . . . . . . . . . . . . . . . B-1

Appendix C     Excess After-Tax Contributions. . . . . . . . . . . . . . . . . . C-1
       C.1.  Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
       C.2.  After-Tax Contribution Percentage . . . . . . . . . . . . . . . . . C-1
       C.3.  Excess After-Tax Contributions. . . . . . . . . . . . . . . . . . . C-1
       C.4.  Distribution of Excess. . . . . . . . . . . . . . . . . . . . . . . C-2
       C.5.  Gain (Loss) on Distributions. . . . . . . . . . . . . . . . . . . . C-2
       C.6.  Multiple Use Test . . . . . . . . . . . . . . . . . . . . . . . . . C-2

Appendix D     Excess Deferrals. . . . . . . . . . . . . . . . . . . . . . . . . D-1
       D.1.  Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
       D.2.  Request and Distribution. . . . . . . . . . . . . . . . . . . . . . D-1
       D.3.  Income on Distributions . . . . . . . . . . . . . . . . . . . . . . D-1
       D.4.  No Distribution Within the Year . . . . . . . . . . . . . . . . . . D-2

Appendix E     Excess Before-Tax Contributions . . . . . . . . . . . . . . . . . E-1
       E.1.  Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1
       E.2.  Before-Tax Contribution Percentage. . . . . . . . . . . . . . . . . E-1
       E.3.  Before-Tax Elective Contributions . . . . . . . . . . . . . . . . . E-1
       E.4.  Distribution of Excess. . . . . . . . . . . . . . . . . . . . . . . E-2

                                    iv
<PAGE> 6
       E.5.  Gain (Loss) on Distributions. . . . . . . . . . . . . . . . . . . . E-2
       E.6.  Multiple Use Test . . . . . . . . . . . . . . . . . . . . . . . . . E-2

Appendix F     Excess Matching Contributions . . . . . . . . . . . . . . . . . . F-1
       F.1.  Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
       F.2.  Matching Contribution Percentage. . . . . . . . . . . . . . . . . . F-1
       F.3.  Excess Matching Contributions . . . . . . . . . . . . . . . . . . . F-1
       F.4.  Distribution of Excess. . . . . . . . . . . . . . . . . . . . . . . F-2
       F.5.  Gain (Loss) on Distributions. . . . . . . . . . . . . . . . . . . . F-2

Appendix G     Top-Heavy Provisions. . . . . . . . . . . . . . . . . . . . . . . G-1
       G.1.  Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1
       G.2.  Top-Heavy Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . G-1
       G.3.  Key-Employees; Non-Key Employees. . . . . . . . . . . . . . . . . . G-1
       G.4.  Determination Date. . . . . . . . . . . . . . . . . . . . . . . . . G-1
       G.5.  Adjusted Accrued Benefit. . . . . . . . . . . . . . . . . . . . . . G-2
       G.6.  Aggregation Group . . . . . . . . . . . . . . . . . . . . . . . . . G-2
       G.7.  Adjustment to Benefit Limitations . . . . . . . . . . . . . . . . . G-2

</TABLE>

                                    v
<PAGE> 7
                                   AMENDMENT NO. 1
                                         TO
                               THE EARTHGRAINS COMPANY
                            EMPLOYEE STOCK OWNERSHIP PLAN


                                      Article 1
                                      ---------

                                    Introduction
                                    ------------

1.1.  Plan; Purpose.
-------------------

       The Earthgrains Company Employee Stock Ownership/401(k) Plan
       ("Plan") is an amendment and restatement of The Earthgrains
       Company Employee Stock Ownership Plan which was adopted by The
       Earthgrains Company (formerly Campbell Taggart, Inc.)
       effective as of July 1, 1994 for the exclusive benefit of its
       eligible employees and the eligible employees of each other
       corporation that adopts the Plan.  The purpose of the Plan is
       to provide a method for the accumulation of a fund to assist
       eligible employees to attain financial security in case of
       retirement and to assist beneficiaries in case of an eligible
       employee's death.

1.2.  Qualified Profit Sharing Plan; ESOP.
-----------------------------------------

       The Plan is a profit sharing plan that 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.  The Plan contains
       an arrangement that allows an eligible employee to elect to
       have contributions made on his behalf under the Plan.  This
       arrangement is intended to satisfy all requirements of Code
       Section 401(k) and therefore constitute a qualified cash or
       deferred arrangement.

       A portion of the Plan is designed to invest primarily in the
       common stock of the Company.  This portion is intended to
       satisfy all requirements of Code Section 4975(e)(7) and
       therefore constitute an employee stock ownership plan, as
       defined therein.

1.3.  Effective Date.
--------------------

       As amended and restated, the Plan shall be effective as of
       July 1, 1996.  The rights and obligations of any person whose
       employment with the Employer terminated before the Effective
       Date shall be governed by the terms of the Plan in effect on
       the date his employment terminated, except as provided
       otherwise in the Plan.

1.4.  Trust; Trustees.
---------------------

       All assets of the Plan shall be held in trust by one or more
       trustees who have been appointed under a trust agreement
       between the Trustee and the Investment Committee.

1.5.  Administration.
--------------------

       The Plan shall be administered by the Human Resources
       Committee of the Company described in Article 21.


<PAGE> 8

1.6.  Adopting Employers.
------------------------

       In accordance with Article 24, any Employer may adopt the Plan
       for the benefit of its eligible employees. The eligible
       employees of each such Adopting Employer shall participate
       under the same terms and conditions as the eligible employees
       of each other such Employer, except to the extent provided in
       the Plan.

1.7.  Appendices.
----------------

       The Plan may be amplified or modified from time to time by
       appendices.  Each Appendix forms a part of the Plan and its
       provisions shall supersede Plan provisions as necessary to
       eliminate any inconsistencies.



                                    2
<PAGE> 9
                                      Article 2
                                      ---------

                            Definitions and Construction
                            ----------------------------

2.1.  Definitions.
-----------------

       For purposes of this Plan, the following words and phrases,
       whether or not capitalized, have the meanings specified below,
       unless the context plainly requires a different meaning:

       (a)       "Active Participant" means an Employee who has become
                  ------------------
                 an Active Participant under Section 3.2, but is not
                 a Former Participant.

       (b)       "Adopting Employer" means a corporation that has
                  -----------------
                 adopted the Plan for the benefit of its eligible
                 employees pursuant to Article 24.

       (c)       "After-Tax Contributions" means a Participant's
                  -----------------------
                 contributions to the Plan which are not subject to
                 deduction or exclusion from gross income for federal
                 income tax purposes.  After-Tax Contributions are of
                 two types:

                 (i)    "After-Tax Matched Contributions" are
                         -------------------------------
                        contributions for which an Employer Matching
                        Contribution will be made; and

                 (ii)   "After-Tax Unmatched Contributions" are
                         ---------------------------------
                        contributions for which no Employer Matching
                        Contribution will be made.

       (d)       "Anheuser-Busch Shares" means shares of common stock
                  ---------------------
                 of Anheuser-Busch Companies, Inc.

       (e)       "Before-Tax Contributions" means a Participant's
                  ------------------------
                 contributions to the Plan which are properly excluded
                 from gross income pursuant to Code Section 402(g).
                 Before-Tax Contributions are of two types:

                 (i)    "Before-Tax Matched Contributions" are
                         --------------------------------
                        contributions for which an Employer Matching
                        Contribution will be made; and

                 (ii)   "Before-Tax Unmatched Contributions" are
                         ----------------------------------
                        contributions for which no Employer Matching
                        Contribution will be made.

       (f)       "Beneficiary" means a person to whom all or a portion
                  -----------
                 of the Participant's Distributable Benefit is to be
                 paid if he dies before the complete payment of such
                 benefit.

       (g)       "Benefit Payment Date" means the date specified in
                  --------------------
                 Article 13 or properly elected by the Participant (or
                 his Beneficiary) on which his Distributable Benefit
                 is to be paid, determined without regard to any delay
                 in payment caused for administrative reasons.

       (h)       "Break in Service" means a Period of Severance of
                  ----------------
                 twelve (12) consecutive months.

       (i)       "Cash Account" means a cash account maintained on
                  ------------
                 behalf of the Participant under Section 8.2,
                 including all subaccounts thereunder.

                                    3
<PAGE> 10

       (j)       "Code" means the Internal Revenue Code of 1986, as
                  ----
                 amended, and all valid regulations thereunder.

       (k)       "Committee" means the Human Resources Committee of
                  ---------
                 the Company.

       (l)       "Company" means The Earthgrains Company, a
                  -------
                 corporation organized and existing under the laws of
                 the State of Delaware, and any successor corporation
                 which assumes the Plan and agrees to be bound by the
                 terms and provisions hereof.

       (m)       "Company Share" means a share of the common stock of
                  -------------
                 the Company, par value $.01 per share.

       (n)       "Compensation" means wages, salaries, fees for
                  ------------
                 professional services and other amounts received
                 (whether or not in cash) for personal services
                 actually rendered in the course of employment with
                 the Employer to the extent that the amounts are
                 includable in gross income (including, but not
                 limited to, commissions paid salesmen, compensation
                 for services on the basis of a percentage of profits,
                 commissions on insurance premiums, tips, or other
                 expense allowances under a nonaccountable plan (as
                 described in Treasury Regulation Section 1.62-2(c))
                 and excluding the following:

                 (i)      Bonuses;

                 (ii)     Amounts paid on account of the Participant's
                          termination of employment (e.g., vacation pay,
                          severance pay, etc.);

                 (iii)    Contributions made to a qualified or non-
                          qualified plan of deferred compensation or
                          under a simplified employee pension plan which
                          are not includable in gross income for the
                          taxable year, or any distributions from a plan
                          of deferred compensation;

                 (iv)     Amounts realized from the exercise of a non-
                          qualified stock option, or when restricted
                          stock (or property) either becomes freely
                          transferable or is no longer subject to a
                          substantial risk of forfeiture;

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

                 (vi)     Other amounts which receive special tax
                          benefits, or contributions made (whether or
                          not under a salary reduction agreement)
                          towards the purchase of an annuity contract
                          described in Code Section 403(b) (whether or
                          not the contributions are actually excludable
                          from gross income); and

                 (vii)    Amounts (even if includable in gross income)
                          which are reimbursements or other expense
                          allowances, fringe benefits (cash or noncash),
                          moving expenses, deferred compensation, or
                          welfare benefits.

                 The annual Compensation of each Employee taken into
                 account under the Plan shall not exceed $150,000, as
                 adjusted by the Commissioner for increases in the cost of
                 living in accordance with Code Section 401(a)(17)(B).  The
                 cost-of-living adjustment in effect for a calendar year
                 applies to any period, not exceeding twelve (12) months,
                 over which Compensation is determined (determination
                 period) beginning in such calendar year.  If a
                 determination period consists of

                                    4
<PAGE> 11
                 fewer than twelve (12) months, the annual compensation
                 limit will be multiplied by a fraction, the numerator
                 of which is the number of months in the determination
                 period, and the denominator of which is twelve (12).
                 For purposes of calculating the Compensation of an
                 Employee, the rules contained in Code Section 414(q)(6)
                 shall apply, except that in applying such rules, the
                 term "family" shall include only the spouse of the
                 Employee and any lineal descendants of such Employee
                 who have not attained age nineteen (19) before the
                 close of the Plan Year.

       (o)       "Disability" means a physical or mental condition
                  ----------
                 that permanently prevents a person from performing
                 his usual duties for the Employer or the duties in
                 any other position that the Employer makes available
                 to him and for which he is qualified by reason of his
                 training, education or experience.  Disability shall
                 be deemed to exist when certified by a physician
                 selected by the Committee or its insurers and
                 acceptable to the Employee or the Employee's legal
                 representative (such agreement as to acceptability
                 not be withheld unreasonably).  The Employee shall
                 submit to such medical or psychiatric examinations
                 and tests as such physician deems necessary to make
                 any such disability determination.

       (p)       "Distributable Benefit" means the balance of the
                  ---------------------
                 Participant's Plan Account as of his Benefit Payment
                 Date, as adjusted to reflect any gain or loss
                 allocable to his Plan Account for periods after his
                 Benefit Payment Date and before complete distribution
                 from the Plan.

       (q)       "Effective Date" means July 1, 1996, the effective
                  --------------
                 date of the Plan, as amended and restated.

       (r)       "Employee" means any common-law employee or Leased
                  --------
                 Employee of the Employer.

       (s)       "Employer" means, collectively, the Company and any
                  --------
                 corporation that is a member of a controlled group of
                 corporations (as defined in Code Section 414(b))
                 which includes the Company; any trade or business
                 (whether or not incorporated) which is under common
                 control (as defined in Code Section 414(c)) with the
                 Company; and any organization (whether or not
                 incorporated) which is a member of an affiliated
                 service group (as defined in Code Section 414(m))
                 which includes the Company; and any other entity
                 required to be aggregated with the Company under Code
                 Section 414(o).

       (t)       "Employer Matching Contribution" means a contribution
                  ------------------------------
                 to the Trust Fund made by the Employer under Section
                 6.1.

       (u)       "ERISA" means the Employee Retirement Income Security
                  -----
                 Act of 1974, as amended, and all valid regulations
                 thereunder.

       (v)       "Former Participant" means a Participant who has
                  ------------------
                 become a Former Participant under Section 3.3, but
                 who has not received full payment of his
                 Distributable Benefit or again becomes an Active
                 Participant.

       (w)       "Highly Compensated Employee" means any Employee
                  ---------------------------
                 identified as such under Appendix A.

       (x)       "Hour of Service" means each hour specified as such
                  ---------------
                 under Appendix B.

       (y)       "Investment Committee" means the committee, as
                  --------------------
                 constituted by the Company from time to time, which
                 has the authority to direct the Trustee with respect
                 to the investment of the Trust Fund, except to the
                 extent that Participants and their Beneficiaries
                 direct the Trustee.

                                    5
<PAGE> 12

       (z)       "Investment Fund" means a fund or funds established
                  ---------------
                 by the Trustee at the direction of the Investment
                 Committee under Section 9.1 in which assets of the
                 Trust Fund attributable to After-Tax Contributions,
                 Before-Tax Contributions, Rollover Contributions and
                 the proceeds of any diversification election under
                 Section 12.2 shall be invested.

       (aa)      "Leased Employee" means a leased employee as defined
                  ---------------
                 in Code Section 414(n).

       (bb)      "Loan Fund" means a fund established by the Trustee
                  ---------
                 under Section 9.3 in which amounts borrowed by a
                 Participant from the Trust Fund under Article 16
                 shall be deemed to be invested.

       (cc)      "Participant" means an Active Participant or a Former
                  -----------
                 Participant.  Except for purposes of Articles 3
                 through 7, the term "Participant" also includes any
                 person for whom a Plan Account is maintained to
                 reflect a Rollover Contribution.

       (dd)      "Participant Stock Fund" means a portion of the Stock
                  ----------------------
                 Fund which reflects Company Shares allocated to
                 Participants' Stock Accounts.

       (ee)      "Period of Service" means the following:
                  -----------------

                 (i)      In General.  "Period of Service" means the
                          ----------
                          period beginning on the first day for which
                          the Employee is credited with an Hour of
                          Service and ending with the day immediately
                          preceding the first day of a Period of
                          Severance, and any Period of Severance of less
                          than twelve (12) consecutive months.  All
                          periods specified above shall be aggregated
                          for purposes of determining an Employee's
                          Period of Service, except as otherwise
                          provided in the Plan.

                 (ii)     Maternity or Paternity Absences.  If an
                          -------------------------------
                          Employee is absent from service for maternity
                          or paternity reasons, and if the absence
                          extends beyond the first anniversary of the
                          date on which the Employee is first absent
                          from service, then (A) a Period of Severance
                          shall not begin until the second anniversary
                          of the date on which the Employee is first
                          absent from service for purposes of
                          determining whether a Break in Service has
                          occurred, and (B) the period after the first
                          anniversary of the date on which the Employee
                          is first absent from service and before he
                          returns to service shall not be treated as
                          part of his Period of Service.  For this
                          purpose, an absence from work for maternity or
                          paternity reasons means an absence by reason
                          of the pregnancy of the Employee, by reason of
                          a birth of a child of the Employee, by reason
                          of the placement of a child with the Employee
                          in connection with the adoption of such child
                          by such Employee, or for purposes of caring
                          for such child for a period beginning
                          immediately following such birth or placement.

       (ff)      "Period of Severance" means a continuous period of
                  -------------------
                 time during which the Employee is not employed with
                 the Employer.  Except as provided in Section
                 2.1(ee)(ii), a Period of Severance begins on the
                 earlier of (i) the date on which the Employee dies,
                 retires, quits, or is discharged, or (ii) the twelve
                 (12) month anniversary of the date on which the
                 Employee is otherwise first absent from service, and
                 ends on the first date on which the Employee again is
                 credited with an Hour of Service.

       (gg)      "Plan" means The Earthgrains Company Employee Stock
                  ----
                 Ownership/401(k) Plan, as amended from time to time.

                                    6
<PAGE> 13

       (hh)      "Plan Account" means the account maintained by the
                  ------------
                 Committee on behalf of a Participant under Section
                 8.1 and includes Cash Accounts and Stock Accounts
                 thereunder.

       (ii)      "Plan Year" means:
                  ---------

                 (i)      Prior to July 1, 1996, the consecutive twelve-
                          month period beginning on April 1 and ending
                          on the following March 31 of each year;

                 (ii)     After March 31, 1996, the period beginning
                          April 1, 1996 and ending June 30, 1996; and

                 (iii)    After June 30, 1996, the consecutive twelve-
                          month period beginning on July 1 and ending on
                          the following June 30 of each year.

       (jj)      "Required Beginning Date" means the April 1 of the
                  -----------------------
                 calendar year following the calendar year in which
                 the Participant attains age 70-1/2.

       (kk)      "Rollover Contribution" means a contribution to the
                  ---------------------
                 Trust made by a Participant under Section 20.2.

       (ll)      "Settlement Date" means the Valuation Date that
                  ---------------
                 coincides with or next follows the date on which the
                 Participant's employment with the Employer terminates
                 for any reason.

       (mm)      "Share Purchase Loan" means a loan or other extension
                  -------------------
                 of credit, the proceeds of which are used to acquire
                 Company Shares.

       (nn)      "Stock Account" means a stock account maintained on
                  -------------
                 behalf of the Participant under Section 8.3,
                 including all subaccounts thereunder.

       (oo)      "Stock Fund" means the fund established by the
                  ----------
                 Trustee under Section 9.2 to hold Company Shares.

       (pp)      "Suspense Fund" means the portion of the Stock Fund
                  -------------
                 which reflects Company Shares not allocated to
                 Participants' Stock Accounts.

       (qq)      "Trust Agreement" means the trust established between
                  ---------------
                 the Investment Committee and the Trustee to hold
                 assets of the Plan.

       (rr)      "Trust Fund" means the fund established in
                  ----------
                 consequence of and for the purpose of the Plan, to be
                 held in trust by the Trustee, from which Trust Fund
                 benefits under the Plan are to be paid.

       (ss)      "Trustee" means Wachovia Bank of North Carolina,
                  -------
                 N.A., the trustee appointed by the Investment
                 Committee to act as Trustee under the Trust
                 Agreement, and any successor trustee appointed under
                 the terms of the Trust.

       (tt)      "Valuation Date" means the last business day of each
                  --------------
                 calendar month.

       (uu)      "Year of Service" means each twelve (12) month period
                  ---------------
                 within the employee's Period of Service.

                                    7
<PAGE> 14

       A definition introduced later in the Plan also applies for all
       Plan purposes unless the context plainly requires a different
       meaning.

2.2.  Gender and Number.
-----------------------

       Pronouns in the Plan stated in the masculine gender include
       the feminine gender, words in the singular include the plural,
       and words in the plural include the singular.

2.3.  Headings.
--------------

       All headings in the Plan are included solely for ease of
       reference and do not bear on the interpretation of the text.
       As used in the Plan, the terms "Article," "Section," and
       "Appendix"  mean the text that accompanies the specified
       Article, Section, or Appendix of the Plan.




                                    8
<PAGE> 15

                                      Article 3
                                      ---------

                            Eligibility and Participation
                            -----------------------------

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

       An Employee shall be eligible to participate in the Plan if
       the following conditions are satisfied:

       (a)       The Employee is employed with an Adopting Employer;

       (b)       The Employee has been credited with one (1) Year of
                 Service;

       (c)       The Employee is a resident of the United States;

       (d)       The Employee is not a Leased Employee with respect to
                 the Employer; and

       (e)       The Employee is not covered by a collective
                 bargaining agreement entered into with the Employer
                 which excludes the Employee from participation in the
                 Plan.

       The Committee shall notify each Employee of the date he
       becomes eligible to participate in the Plan and the necessary
       actions that may be required on his part to obtain or
       participate in all benefits of the Plan.

3.2.  Participation.
-------------------

       An Employee who was a Participant in the Plan on June 30, 1996
       shall remain a Participant in the Plan on the Effective date
       if on such Effective Date such Employee satisfies the
       eligibility conditions of Section 3.1.  Each other Employee
       shall become an Active Participant on the first day of the
       calendar month next following the date on which he first
       satisfies the eligibility conditions of Section 3.1.

3.3.  Duration of Participation.
-------------------------------

       An Active Participant shall become a Former Participant on the
       first to occur of the following:

       (a)       The date on which his employment with the Employer
                 terminates or he otherwise fails to satisfy the
                 eligibility conditions of Section 3.1; or

       (b)       The date on which the Plan terminates.

       A Former Participant shall remain such until he receives full
       payment of his Distributable Benefit or again becomes an
       Active Participant under Article 18.



                                    9
<PAGE> 16
                                      Article 4
                                      ---------

                               After-Tax Contributions
                               -----------------------

4.1.  After-Tax Contributions.
-----------------------------

       An Active Participant may elect to make After-Tax
       contributions to the Plan.  An election to have amounts
       withheld from Compensation as After-Tax Contributions must be
       made in accordance with Article 7, and the amount of After-Tax
       Contributions is subject to the limitations specified in
       Section 4.2.

4.2.  Minimum and Maximum Percentage Contributions.
--------------------------------------------------

       After-Tax Contributions must be stated as a whole number
       percentage of Compensation and are subject to the following
       limitations:

       (a)       After-Tax Matched Contributions.  After-Tax Matched
                 -------------------------------
                 Contributions shall not be less than one percent (1%)
                 and not more than three percent (3%) of the
                 Participant's Compensation for the Plan Year, or such
                 other limitations as the Committee shall determine.

       (b)       After-Tax Unmatched Contributions.  After-Tax
                 ---------------------------------
                 Unmatched Contributions shall not be less than one
                 percent (1%) and not more than sixteen percent (16%)
                 of the Participant's Compensation for the Plan Year,
                 or such other limitations as the Committee shall
                 determine.

       (c)       After-Tax Matched Contributions and Before-Tax
                 ----------------------------------------------
                 Matched Contributions.  The sum of a Participant's
                 ---------------------
                 After-Tax Matched Contributions and Before-Tax
                 Matched Contributions shall not be less than one
                 percent (1%) and not more than three percent (3%) of
                 the Participant's Compensation for the Plan Year, or
                 such other limitations as the Committee shall
                 determine.

       (d)       After-Tax Unmatched Contributions and Before-Tax
                 ------------------------------------------------
                 Unmatched Contributions.  The sum of a Participant's
                 -----------------------
                 After-Tax Unmatched Contributions and Before-Tax
                 Unmatched Contributions shall not be more than
                 sixteen percent (16%) of the Participant's
                 Compensation for the Plan Year, or such other
                 limitations as the Committee shall determine.

4.3.  Special Limit on Highly Compensated Employees.
---------------------------------------------------

       The After-Tax Contributions made for each Plan Year by the
       Highly Compensated Employees are subject to the
       nondiscrimination requirements imposed under Code Section
       401(m).  Accordingly, to comply with such requirements, the
       After-Tax Contribution Percentage (as determined under
       Appendix C) for the group of Highly Compensated Employees must
       satisfy one of the following tests for each Plan Year:

       (a)       The After-Tax Contribution Percentage for the group
                 of Highly Compensated Employees for the Plan Year
                 must not exceed the After-Tax Contribution Percentage
                 for the group of all other Participants for the same
                 Plan Year multiplied by 1.25; or

       (b)       The excess of the After-Tax Contribution Percentage
                 for the group of Highly Compensated Employees for the
                 Plan Year over the After-Tax Contribution Percentage
                 for the group of all other Participants for the same
                 Plan Year must not exceed two (2) percentage points,
                 and the After-Tax Contribution Percentage for the
                 group of Highly Compensated Employees must not

                                    10
<PAGE> 17
                 be more than the After-Tax Contribution Percentage for
                 the group of all other Participants multiplied by two
                 (2).

       The Committee shall monitor the After-Tax Contributions and
       may restrict the After-Tax Contributions of Highly Compensated
       Employees at such times during a Plan Year and to such extent
       as it deems appropriate to satisfy this Section.  Any
       restriction shall be applied first to the Highly Compensated
       Employee(s) who is contributing the highest percentage of his
       Compensation as an After-Tax Contribution.

       If this Section is not satisfied for a Plan Year, Appendix C
       shall apply to determine the proper correction method.

4.4.  Transfer to Trustee.
-------------------------

       After-Tax Contributions shall be paid by the Adopting Employer
       in cash to the Trustee as soon as such amounts reasonably can
       be segregated from its general assets, but not more than
       ninety (90) days, after such amounts are withheld from the
       Participant's Compensation.




                                    11
<PAGE> 18
                                      Article 5
                                      ---------

                              Before-Tax Contributions
                              ------------------------

5.1.  Before-Tax Contributions.
------------------------------

       An Active Participant may elect to have Before-Tax
       Contributions made to the Plan on his behalf by the Adopting
       Employer.  The contribution made by the Adopting Employer
       under this Section shall equal the amount that the Participant
       elects to have withheld from his Compensation, and shall be
       identified as a "Before-Tax Contribution" for purposes of this
       Plan.

       An election to have amounts withheld from Compensation as
       Before-Tax Contributions must be made in accordance with
       Article 7, and the amount of Before-Tax Contributions is
       subject to the limitations specified in Section 5.2.

5.2.  Minimum and Maximum Percentage Contributions.
--------------------------------------------------

       Before-Tax Contributions must be stated as a whole number
       percentage of Compensation and are subject to the following
       limitations:

       (a)       Before-Tax Matched Contributions.  Before-Tax Matched
                 --------------------------------
                 Contributions shall not be less than one percent (1%)
                 and not more than three percent (3%) of the
                 Participant's Compensation for the Plan Year, or such
                 other limitations as the Committee shall determine.

       (b)       Before-Tax Unmatched Contributions.  Before-Tax
                 ----------------------------------
                 Unmatched Contributions shall not be less than one
                 percent (1%) and not more than sixteen percent (16%)
                 of the Participant's Compensation for the Plan Year,
                 or such other limitations as the Committee shall
                 determine.

       (c)       Before-Tax Matched Contributions and After-Tax
                 ----------------------------------------------
                 Matched Contributions.  The sum of a Participant's
                 ---------------------
                 Before-Tax Matched Contributions and After-Tax
                 Matched Contributions shall not be less than one
                 percent (1%) and not more than three percent (3%) of
                 the Participant's Compensation for the Plan Year, or
                 such other limitations as the Committee shall
                 determine.

       (d)       Before-Tax Unmatched Contributions and After-Tax
                 ------------------------------------------------
                 Unmatched Contributions.  The sum of a Participant's
                 -----------------------
                 Before-Tax Unmatched Contributions and After-Tax
                 Unmatched Contributions shall not be more than
                 sixteen percent (16%) of the Participant's
                 Compensation for the Plan Year, or such other
                 limitations as the Committee shall determine.

5.3.  Maximum Dollar Contribution.
---------------------------------

       The Before-Tax Contributions and any elective deferrals made
       by a Participant under all qualified plans maintained by the
       Employer shall not exceed $9,500 (or such greater amount in
       effect under Code Section 402(g)) for the calendar year.

       If a Participant withdraws any amount from his Before-Tax
       Contribution Cash Account under Article 15, the maximum
       specified above for that Participant for the calendar year
       immediately following the calendar year during which the
       Participant makes such withdrawal shall be reduced by the
       amount of the Before-Tax Contributions made by or on his
       behalf for the calendar year in which he made the withdrawal.

                                    12
<PAGE> 19

       If the Before-Tax Contributions made on behalf of a
       Participant for a calendar year and other elective deferrals
       (as defined in Code Section 402(g)(3)) exceed $9,500 (or such
       greater amount in effect under Code Section 402(g)(1)), such
       Participant may request a corrective distribution of the
       excess deferrals under Appendix D.

5.4.  Special Limit on Highly Compensated Employees.
---------------------------------------------------

       The Before-Tax Contributions made for each Plan Year on behalf
       of the Highly Compensated Employees are subject to the
       nondiscrimination requirements imposed under Code Section
       401(k).  Accordingly, to comply with such requirements, the
       Before-Tax Contribution Percentage (as determined under
       Appendix E) for the group of Highly Compensated Employees must
       satisfy one of the following tests for each Plan Year:

       (a)       The Before-Tax Contribution Percentage for the group
                 of Highly Compensated Employees for the Plan Year
                 must not exceed the Before-Tax Contribution
                 Percentage for the group of all other Participants
                 for the same Plan Year multiplied by 1.25; or

       (b)       The excess of the Before-Tax Contribution Percentage
                 for the group of Highly Compensated Employees over
                 the Before-Tax Contribution Percentage for the group
                 of all other Participants for the same Plan Year must
                 not exceed two (2) percentage points, and the Before-
                 Tax Contribution Percentage for the group of Highly
                 Compensated Employees for the Plan Year must not be
                 more than the Before-Tax Contribution Percentage for
                 the group of all other Participants multiplied by two
                 (2).

       The Committee shall monitor the Before-Tax Contributions and
       may restrict the Before-Tax Contributions of Highly
       Compensated Employees at such times during a Plan Year and to
       such extent as it deems appropriate to satisfy this Section;
       provided that, in lieu of reducing a Participant's aggregate
       After-Tax Contributions and Before-Tax Contribution
       percentage, the Committee may allow the Participant to elect
       to have all or a portion of the Before-Tax Contributions that
       otherwise would be made by a Participant but for this
       restriction imposed by the Committee instead contributed as
       an After-Tax Contribution.  Any restriction under this Section
       shall be applied first to the Highly Compensated Employee(s)
       who is contributing the highest percentage of his Compensation
       as a Before-Tax Contribution.

       If this Section is not satisfied for a Plan Year, Appendix E
       shall apply to determine the proper correction method.

5.5.  Transfer to Trustee.
-------------------------

       Before-Tax Contributions shall be paid by the Adopting
       Employer in cash to the Trustee as soon as such amounts
       reasonably can be segregated from its general assets, but not
       more than ninety (90) days, after such amounts are withheld
       from the Participant's Compensation.

                                    13
<PAGE> 20
                                      Article 6
                                      ---------

                               Employer Contributions
                               ----------------------

6.1.  Employer Matching Contributions.
-------------------------------------

       An Adopting Employer may make a contribution for each Plan
       Year on behalf of each Active Participant who received a
       Before-Tax Contribution for any payroll period within the Plan
       Year, in an amount determined by the Company in its sole
       discretion for such Plan Year; provided, however, that the
       Company in its sole discretion may determine that no
       contributions shall be made for a Plan Year pursuant to this
       Section.

       The amount of the Employer Matching Contribution made on
       behalf of each such Participant shall equal a percentage of
       the Participant's Before-Tax Matched Contributions and After-
       Tax Matched Contributions, which percentage shall be announced
       by the Company prior to the beginning of each Plan Year;
       provided, however, that the Employer Matching Contribution,
       if any, made on behalf of Participants who are covered by a
       collective bargaining agreement entered into with the Adopting
       Employer may be different from the Employer Matching
       Contributions for all other Participants.

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

6.2.  Statutory Limit on Contributions.
--------------------------------------

       Any contrary provision of the Plan notwithstanding, an
       Adopting Employer shall not make a contribution to the Plan
       on behalf of any Participant to the extent that:

       (a)       The contribution would exceed the amount that can be
                 allocated to the Participant under Section 8.10; or

       (b)       The contribution would not be deductible by the
                 Adopting Employer for federal income tax purposes.

       Each contribution to the Plan expressly is conditioned on the
       ability of the Adopting Employer to deduct the contribution.

6.3.  Special Limit on Highly Compensated Employees.
---------------------------------------------------

       The Employer Matching Contributions made for each Plan Year
       on behalf of the Highly Compensated Employees is subject to
       the nondiscrimination requirements imposed under Code Section
       401(m).  Accordingly, to comply with such requirements, the
       Matching Contribution Percentage (as determined under Appendix
       F) for the group of Highly Compensated Employees must satisfy
       one of the following tests for each Plan Year:

       (a)       The Matching Contribution Percentage for the group of
                 Highly Compensated Employees for the Plan Year must
                 not exceed the Matching Contribution Percentage for
                 the group of all other Participants for the same Plan
                 Year multiplied by 1.25; or

       (b)       The excess of the Matching Contribution Percentage
                 for the group of Highly Compensated Employees for the
                 Plan Year over the Matching Contribution Percentage
                 for the group of all

                                    14
<PAGE> 21
                 other Participants for the same Plan Year must not
                 exceed two (2) percentage points, and the Matching
                 Contribution Percentage for the group of Highly
                 Compensated Employees must not exceed the Matching
                 Contribution Percentage for the group of all other
                 Participants multiplied by two (2).

       The Committee may restrict the Employer Matching Contribution
       to be made on behalf of Highly Compensated Employees at such
       times during a Plan Year and to such extent as it deems
       appropriate to satisfy this Section.  Any restriction shall
       be applied first to the Highly Compensated Employee(s) who is
       contributing the highest percentage of his Compensation as a
       Before-Tax Contribution or After-Tax Contribution.

       If this Section is not satisfied for a Plan Year, Appendix F
       shall apply to determine the proper correction method.

6.4.  Top-Heavy Minimum Benefit.
-------------------------------

       If the Plan is Top-Heavy for a Plan Year (as determined under
       Appendix G), a top-heavy minimum contribution shall be made
       on behalf of each Participant who is a non-key employee for
       the Plan Year and who is an Employee on the last day of the
       Plan Year, provided that the Participant does not receive a
       top-heavy minimum benefit under any other qualified retirement
       plan maintained by the Employer.

       The top-heavy minimum contribution shall equal the lesser of
       the following:

       (a)       Four percent (4%) of the Participant's Compensation
                 for the Plan Year (or three percent (3%) of the
                 Participant's Compensation for the Plan Year under
                 the circumstances described in Appendix G); or

       (b)       A percentage of the Participant's Compensation for
                 the Plan Year equal to the percentage of Compensation
                 received as an Employer Matching Contribution by the
                 key-employee who received the greatest such
                 percentage.

6.5.  Allocation Among Employers.
--------------------------------

       An Adopting Employer shall contribute that portion of the
       Employer Matching Contribution for the Plan Year that is
       attributable to Compensation received by each Participant for
       services performed while in the employ of the Adopting
       Employer; provided that, any Adopting Employer may make all
       or any part of the contribution for any other Adopting
       Employer, if each is a member of the same group which files
       a consolidated federal income tax return for the year.

6.6.  Transfer to Trustee.
-------------------------

       The amount of Employer Matching Contributions determined under
       Section 6.1 but reduced by the amount of forfeitures, if any,
       available for application, shall be paid by the Adopting
       Employer in cash and/or in Company Shares and shall be
       contributed not later than the time prescribed by law
       (including extensions) for filing the Employer's federal
       income tax return for its taxable year.



                                    15
<PAGE> 22
                                      Article 7
                                      ---------

                          Compensation Reduction Agreements
                          ---------------------------------

7.1.  Compensation Reduction Agreements.
---------------------------------------

       To make or receive After-Tax Contributions and/or Before-Tax
       Contributions under the Plan, a Participant must file a
       compensation reduction agreement with the Committee on such
       form and in accordance with such rules as shall be prescribed
       by the Committee for this purpose.  A Participant must specify
       on the agreement the percentage by which he elects to reduce
       his Compensation and the portion of the reduction that he
       intends as an After-Tax Matched Contribution and an After-Tax
       Unmatched Contribution and the portion that he intends as a
       Before-Tax Matched Contribution and a Before-Tax Unmatched
       Contribution.  Once effective, a compensation reduction
       agreement shall remain in effect until it is modified or
       revoked, or the Participant ceases to be an Active
       Participant.

7.2.  Modification of Contributions.
-----------------------------------

       A Participant who has a compensation reduction agreement in
       effect shall be permitted the following elections:

       (a)       Change in Contribution Rate:  A Participant may elect
                 ---------------------------
                 to change the rate of his After-Tax Contributions
                 and/or Before-Tax Contributions (within the limits
                 specified in Sections 4.2 and 5.2) at such time and
                 in accordance with such rules as prescribed by the
                 Committee.

       (b)       Suspension of Contributions:  A Participant may elect
                 ---------------------------
                 to suspend his After-Tax Contributions and/or Before-
                 Tax Contributions at such time and in accordance with
                 such rules as prescribed by the Committee.

7.3.  Committee Adjustment Authority.
------------------------------------

       Notwithstanding any other provisions of this Plan, the
       Committee may at any time or times during a Plan Year reduce
       or suspend the After-Tax Contributions and/or Before-Tax
       Contributions being made on behalf of a Participant who is a
       Highly Compensated Employee to the extent the Committee
       determines is appropriate in order to satisfy the limitations
       on contributions applicable to Highly Compensated Employees.
       If the Committee elects to suspend the contributions of a
       Participant pursuant to this section, contributions shall not
       resume on behalf of such Participant until the Committee
       determines the suspension is no longer necessary.



                                    16
<PAGE> 23
                                      Article 8
                                      ---------

                                   Plan Accounting
                                   ---------------

8.1.  Participant Plan Accounts.
-------------------------------

       The Committee shall maintain a Plan Account for each
       Participant and such number of accounts and subaccounts within
       the Plan Account as the Committee deems appropriate to
       adequately disclose the interest of the Participant in the
       Trust Fund.  At a minimum, each Plan Account shall consist of
       the Cash Accounts specified in Section 8.2, and the Stock
       Accounts specified in Section 8.3.

8.2.  Participant Cash Accounts.
-------------------------------

       A Participant's Plan Account shall consist of the following
       Cash Accounts in addition to such other Cash Accounts as the
       Investment Committee may deem appropriate:

       (a)       "After-Tax Contribution Cash Account" to reflect cash
                  -----------------------------------
                 amounts attributable to After-Tax Contributions,
                 which account shall be segregated to separately
                 reflect After-Tax Contributions made before January
                 1, 1987, and the earnings thereon, and After-Tax
                 Contributions made on or after January 1, 1987, and
                 the earnings thereon;

       (b)       "Before-Tax Contribution Cash Account" to reflect
                  ------------------------------------
                 cash amounts attributable to Before-Tax
                 Contributions;

       (c)       "Rollover Contribution Cash Account" to reflect cash
                  ----------------------------------
                 amounts attributable to Rollover Contributions;

       (d)       "ESOP Diversification Cash Account" to reflect cash
                  ---------------------------------
                 amounts attributable to the proceeds of Company
                 Shares liquidated pursuant to a diversification
                 election made under Article 12;

       (e)       "Anheuser-Busch Stock Account" to reflect Anheuser-
                  ----------------------------
                 Busch Shares and Company Shares paid on March 26,
                 1996, as a dividend on Anheuser-Busch Shares credited
                 to the Participant's Plan Account.

       A separate subaccount under each Cash Account specified in
       (a), (b), (c) and (d) shall be maintained to reflect the
       Participant's interest in his Loan Fund and each Investment
       Fund.

8.3.  Participant Stock Accounts.
--------------------------------

       A Participant's Plan Account shall consist of the following
       Stock Accounts in addition to such other Stock Accounts as the
       Investment Committee may deem appropriate:

       (a)       "Matching Contribution Stock Account" to reflect
                  -----------------------------------
                 whole and fractional interests in Company Shares
                 acquired with Employer Matching Contributions and
                 amounts attributable thereto;

       (b)       "After-Tax Contribution Stock Account" to reflect
                  ------------------------------------
                 whole and fractional interests in Company Shares
                 attributable to After-Tax Contributions, which
                 account shall be segregated to separately reflect
                 After-Tax Contributions made before January 1, 1987,
                 and the earnings thereon, and After-Tax Contributions
                 made on or after January 1, 1987, and the earnings
                 thereon;

                                    17
<PAGE> 24

       (c)       "Before-Tax Contribution Stock Account" to reflect
                  -------------------------------------
                 whole and fractional interests in Company Shares
                 attributable to Before-Tax Contributions;

       (d)       "Rollover Contribution Stock Account" to reflect
                  -----------------------------------
                 whole and fractional interests in Company Shares
                 attributable to Rollover Contributions;

       (e)       "ESOP Diversification Stock Account" to reflect whole
                  ----------------------------------
                 and fractional interests in Company Shares as a
                 result of the Participant's election to invest in
                 Company Shares following a diversification election
                 made under Article 12.

       A separate subaccount under each Stock Account specified in
       (a), (b), (c), (d) and (e) shall be maintained to reflect the
       Participant's interest in each Participant Stock Fund
       specified in Section 9.2(a) and (b).

8.4.  Balance of Accounts.
-------------------------

       The balance of a Cash Account or Stock Account as of any date
       is the balance of the account after the immediately preceding
       Valuation Date, less amounts thereafter properly debited, and
       plus amounts thereafter properly credited, to the account
       under this Article.  The balance of each Cash Account shall
       be expressed in United States dollars, except that the
       Anheuser-Busch Stock Account shall be expressed in numbers
       (whole or fractional) of Anheuser-Busch Shares and Company
       Shares.  The balance of each Stock Account shall be expressed
       in number (whole or fractional) of Company Shares.

       The balance of a Participant's Plan Account as of any date is
       the aggregate balance of all Cash and Stock Accounts within
       the Plan Account (expressed in United States dollars and
       number (whole and fractional) of Company Shares, as
       appropriate) as of such date.

8.5.  Adjustments to Reflect Distributions.
------------------------------------------

       As of each Valuation Date, the balance of each Cash and Stock
       Account shall be debited to reflect all distributions from the
       Trust which were drawn from such account and not previously
       debited.

8.6.  Adjustment to Reflect Participant Contributions; Diversification
----------------------------------------------------------------------
      Proceeds.
      --------

       As of the last day of each calendar month, the balance of each
       Participant's After-Tax Contribution, Before-Tax Contribution,
       Rollover Contribution and ESOP Diversification Cash Accounts
       shall be credited to reflect the After-Tax Contributions,
       Before-Tax Contributions, Rollover Contributions and proceeds
       of any diversification election under Section 12.2,
       respectively, made by or on behalf of the Participant for such
       calendar month.

       The credit under this Section shall be reflected in the
       appropriate subaccount under the specified Cash Account in
       accordance with the Participant's investment direction.

8.7.  Adjustment to Reflect Employer Matching Contributions.
-----------------------------------------------------------

       As of last day of each calendar month, the balance of each
       Participant's Employer Matching Contribution Stock Account
       shall be credited to reflect the Employer Matching
       Contributions made on behalf of the Participant for such
       month.

                                    18
<PAGE> 25

8.8.  Adjustments to Reflect Investment Return.
----------------------------------------------

       As of each Valuation Date, the balance of the Anheuser-Busch
       Stock Account shall be credited (or debited) to reflect the
       net realized or unrealized gain (or loss) since the last
       Valuation Date and the balance of each subaccount under each
       Cash Account shall be credited (or debited) to reflect the net
       realized or unrealized gain (or loss) since the last Valuation
       Date of the Investment Fund with respect to which the
       subaccount is maintained.  The amount credited (or debited)
       to each such subaccount shall equal an amount that bears the
       same ratio to the net gain (or loss) of the Investment Fund
       as the adjusted balance (as defined below) of the subaccount
       bears to the aggregate adjusted balances of all subaccounts
       maintained with respect to the Investment Fund.

       For purposes of this Section, the "adjusted balance" of a
       subaccount is the balance of such subaccount immediately after
       the preceding Valuation Date, adjusted as follows:

       (a)       The balance is reduced by the portion of the
                 subaccount drawn from the Investment Fund and
                 distributed from the Trust since the preceding
                 Valuation Date; and

       (b)       The balance is reduced by the portion of the
                 subaccount drawn from the Investment Fund and
                 credited to the Participant's Loan Fund since the
                 preceding Valuation Date.

       To determine net gain (or loss), all assets in each Investment
       Fund shall be valued at their fair market value as of the
       Valuation Date or, if the Valuation Date is not a business
       day, the last business day that precedes the Valuation Date.

       As of each Valuation Date, the Committee shall debit each
       subaccount maintained with respect to a Loan Fund to reflect
       the interest paid to such fund since the preceding Valuation
       Date as specified in Article 16.

8.9.  Adjustments to Reflect Dividends.
--------------------------------------

       All cash dividends on Company Shares (other than Company
       Shares credited to the Anheuser-Busch Stock Account) shall be
       credited to the Participant's corresponding Stock Accounts as
       of the Valuation Date immediately following the payment of
       such dividends and applied in accordance with the provisions
       of Section 9.6.  All cash dividends on Anheuser-Busch Shares
       and Company Shares held in the Anheuser-Busch Stock Account
       shall be credited to the Anheuser-Busch Stock Account.

8.10. Maximum Allocations.
-------------------------

       Any contrary provision of the Plan notwithstanding, the annual
       additions (as defined in Code Section 415(c)(2)) made to a
       Participant's Plan Account for any Limitation Year shall not
       exceed the limitations imposed under Code Section 415.  For
       purposes of applying the limitations of this Section,
       "Limitation Year" means the Plan Year and the term
       "compensation" means compensation as defined in Code Section
       415 and the regulations thereunder.  The provisions of Code
       Section 415, including but not limited to the provisions of
       Code Section 415(c)(6), and the regulations thereunder are
       hereby incorporated herein by this reference.

       If, as the result of a reasonable error in estimating a
       Participant's compensation, a reasonable error in determining
       the amount of Before-Tax Contributions that may be made by a
       Participant under the limits of Code Section 415, or under
       other limited facts and circumstances that the Commissioner
       of the Internal Revenue Service finds justify the availability
       of this provision, the annual additions (as defined

                                    19
<PAGE> 26
       in Code Section 415) for a Participant would cause the
       limitations of Code Section 415 applicable to that Participant
       for the Limitation Year to be exceeded, the excess amounts shall
       not be deemed annual additions in that Limitation Year if they
       are treated in accordance with one of the following:

       (a)       The excess amount in the Participant's Plan Account
                 (excluding those amounts in the Participant's Account
                 attributable to Before-Tax Contributions and After-
                 Tax Contributions) shall be allocated and reallocated
                 (subject to the limits of this Section) among the
                 Employer Matching Contribution Accounts of
                 Participants, until such excess amount has been
                 allocated in its entirety.  If the allocation or
                 reallocation of the excess amounts as provided herein
                 causes the limitations of Code Section 415 to be
                 exceeded with respect to each Plan Participant for
                 the Limitation Year, the excess amounts that cannot
                 be so allocated shall be held unallocated in a
                 suspense account.  If a suspense account is in
                 existence at any time during a particular Limitation
                 Year, other than the Limitation Year described in the
                 preceding sentence, all amounts in the suspense
                 account must be allocated and reallocated to
                 Participant's Plan Accounts (subject to the
                 limitations of this Section) before any employer
                 contributions and employee contributions which would
                 constitute annual additions may be made to the Plan
                 for that Limitation Year.

       (b)       The excess amount in the Participant's Plan Account
                 (excluding those amounts in the Participant's Plan
                 Account attributable to Before-Tax Contributions and
                 After-Tax Contributions) shall be used to reduce
                 Employer Matching Contributions for the next
                 Limitation Year (and succeeding Limitation Years, as
                 necessary) for that Participant, if that Participant
                 is an Active Participant as of the end of the
                 Limitation Year.  However, if the Participant is not
                 an Active Participant as of the end of the Limitation
                 Year, then the excess amount must be unallocated in
                 a suspense account for the Limitation Year and shall
                 be allocated and reallocated in the next Limitation
                 Year in the manner specified in subsection (a) above.
                 Furthermore, the excess amount shall be used to
                 reduce Employer Matching Contributions for the next
                 Limitation Year (and succeeding Limitation Years, as
                 necessary) for all the remaining Participants in the
                 Plan.  For purposes of this subsection (b), excess
                 amounts may not be distributed to Participants.

       (c)       The excess amount in the Participant's Plan Account
                 (excluding those amounts in the Participant's Plan
                 Account attributable to Before-Tax Contributions and
                 After-Tax Contributions) shall be held unallocated in
                 a suspense account for the Limitation Year and
                 allocated and reallocated in the next Limitation Year
                 to all Participants in the Plan in accordance with
                 the rules specified in subsection (a) above.  The
                 excess amounts shall be used to reduce Employer
                 Matching Contributions for the next Limitation Year
                 (and succeeding Limitation Years, as necessary) for
                 Participants in the Plan.  For purposes of this
                 subsection (c), excess amounts may not be distributed
                 to Participants.

       (d)       Any Before-Tax Contributions (and earnings thereon)
                 which would constitute annual additions (as defined
                 in Code Section 415) for such Limitation Year, to the
                 extent they would reduce the excess amount, shall be
                 distributed to the Participant.

       (e)       Any After-Tax Contributions (and earnings thereon)
                 which would constitute annual additions (as defined
                 in Code Section 415) for such Limitation Year, to the
                 extent they would reduce the excess amount, shall be
                 distributed to the Participant.

       A suspense account established pursuant to this Section shall
       not share in the allocation of Trust Fund earnings, and the
       balance of such account shall first be used to pay
       administrative expenses of the Plan and the remainder, if any,
       shall be returned to the Employer in the event this Plan is
       terminated prior

                                    20
<PAGE> 27
       to the date such account has been allocated in its entirety as a
       forfeiture.  In no event shall excess annual additions be
       distributed to Participants except as described in paragraphs
       (d) and (e).

       If a Participant is participating or has participated in a
       defined benefit plan maintained by the Employer, and the
       combined Plan limitation under Code Section 415 is exceeded
       in any Limitation Year, the Participant's benefit under such
       defined benefit plan shall be limited as necessary to satisfy
       the combined plan limit under Code Section 415.



                                    21
<PAGE> 28
                                      Article 9
                                      ---------

                                  Investment Funds
                                  ----------------

9.1.  Investment Funds.
----------------------

       The Investment Committee shall maintain within the Trust Fund
       a diversified group of Investment Funds in which Plan assets
       attributable to After-Tax Contributions, Before-Tax
       Contributions, Rollover Contributions and the proceeds of any
       diversification election under Section 12.2 shall be invested.
       The Investment Committee shall have the sole discretion to
       determine the number of Investment Funds to be maintained
       hereunder and the nature of such funds.  In addition, the
       Investment Committee may change or eliminate the Investment
       Funds provided hereunder from time to time.  Such funds shall
       be held and administered in accordance with uniform and
       nondiscriminatory rules of procedure established by the
       Investment Committee.

       The Committee shall maintain, with respect to each Investment
       Fund, a separate subaccount under each Cash Account specified
       in Section 8.2(a), (b), (c) and (d) of each Participant to
       reflect the Participant's interest in the Investment Fund
       attributable to the Cash Account.

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

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

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

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

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

       Anything contained herein to the contrary notwithstanding, at
       least fifty percent (50%) of the Participant's Before-Tax
       Matched Contributions and After-Tax Matched Contributions for
       each Plan Year shall be invested in Company Shares for at
       least one (1) full Plan Year beginning after the date such
       Before-Tax Match Contributions and/or After-Tax Matched
       Contributions are made to the Plan.

9.3.  Participant Loan Funds.
----------------------------

       The Trustee shall maintain within the Trust a Loan Fund on
       behalf of each Participant in which amounts drawn from an
       Investment Fund, Anheuser-Busch Stock Account or Stock Fund
       to make a loan to the Participant under Article 16 shall be
       deemed to be invested.  The Committee shall maintain, with
       respect to each Loan Fund, a separate subaccount under each
       Cash Account specified in Section 8.2 to reflect the
       Participant's interest in the Loan Fund.

                                    22
<PAGE> 29

9.4.  Change of Investment Elections.
------------------------------------

       Except as provided in Section 9.7 with respect to Reporting
       Persons (as defined therein), After-Tax Contributions, Before-
       Tax Contributions, Rollover Contributions and the proceeds of
       any diversification election under Section 12.2 made by or on
       behalf of a Participant shall be invested by the Trustee in
       the Investment Funds in accordance with the Participant's
       investment elections.  A Participant must file investment
       elections with the Committee upon becoming a Participant.

       The following elections shall be available to each Participant
       with respect to investment changes:

       (a)       Change in Future Contributions:  A Participant may
                 ------------------------------
                 elect to change his investment options for future
                 After-Tax Contributions, Before-Tax Contributions,
                 Rollover Contributions and the proceeds of any
                 diversification election under Section 12.2 made by
                 or on his behalf.  The timing and frequency of such
                 election to change investment options shall be in
                 accordance with such rules as shall be prescribed by
                 the Committee.

       (b)       Change in Current Investments:  A Participant may
                 -----------------------------
                 elect to change his investment options with respect
                 to that the portion of his Plan Account attributable
                 to After-Tax Contributions, Before-Tax Contributions,
                 Rollover Contributions and the proceeds of any
                 diversification election under Section 12.2 made by
                 or on his behalf.  The timing and frequency of such
                 election to change investment options shall be in
                 accordance with such rules as shall be prescribed by
                 the Committee.

       If a Participant elects to change his current investments
       under (b), above, his interest in each Investment Fund shall
       be converted to cash as of the Valuation Date after the
       election is made and the proceeds thereof shall be invested
       in accordance with his election effective as of such Valuation
       Date.

       Anything contained herein to the contrary notwithstanding, a
       Participant may elect to invest all or any portion of his
       Anheuser-Busch Stock Account in one or more Investment Funds;
       provided however, that a Participant may not elect to transfer
       any amount in his Plan Account invested in one or more
       Investment Funds into the Anheuser-Busch Stock Account.

       All investment elections must be filed with the Committee at
       such time and in such form and manner and in accordance with
       such rules as shall be prescribed by the Committee for this
       purpose.

9.5.  Investment of Employer Matching Contributions.
---------------------------------------------------

       Employer Matching Contributions shall be applied annually to
       pay principal and interest on any Share Purchase Loan or, if
       a Share Purchase Loan is not outstanding, shall be applied to
       acquire Company Shares.

9.6.  Investment of Cash Dividends.
----------------------------------

       (a)   Cash dividends paid to the Trustee on Company Shares
             shall be applied as follows:

             (i)       Loan Purchase Fund Shares:  Cash dividends on
                       -------------------------
                       Company Shares held within the Loan Purchase Fund
                       shall be applied to pay principal and interest on
                       the Share Purchase Loan with which such Company
                       Shares were purchased or, if a Share Purchase
                       Loan is not outstanding, shall be applied to
                       acquire Company Shares.

                                    23
<PAGE> 30

             (ii)      Cash Purchase Fund Shares:  Cash dividends on
                       -------------------------
                       Company Shares held within the Cash Purchase Fund
                       may be distributed to the Participant not later
                       than ninety (90) days after the close of the Plan
                       Year in which such dividends are paid.

             (iii)     Suspense Fund Shares:  Cash dividends on Company
                       --------------------
                       Shares held within the Suspense Fund shall be
                       applied to pay principal and interest on any
                       Share Purchase Loan.

             All cash dividends applied under this paragraph (a) to
             pay principal and interest on a Share Purchase Loan shall
             be so applied quarterly together with the Employer
             Matching Contributions for the Plan Year.  All cash
             dividends applied under this Section to acquire Company
             Shares shall be so applied at such time as the Trustee
             may determine.

             When such dividends are applied to pay principal and
             interest on a Share Purchase Loan or to purchase Company
             Shares, the appropriate Cash Account shall be debited and
             the corresponding Stock Account shall be credited to
             reflect the number (whole or fractional) of Company
             Shares released or purchased.

       (b)   Cash dividends paid to the Trustee on Anheuser-Busch
             Shares and Company Shares held in the Anheuser-Busch
             Stock Account shall be applied to purchase Anheuser-Busch
             Shares.

9.7.  Reporting Persons.
-----------------------

       (a)   Notwithstanding any provision of this Plan to the
             contrary, including (without limitation) provisions as
             to the investment of contributions under this Article 9
             and provisions as to the powers of the Committee to
             administer the Plan under Article 21, a "Reporting
             Person" (as defined herein) may transfer investments
             between the Stock Fund and an Investment Fund if and only
             if either (i) the transfer is an acquisition of Company
             Shares by investment in the Stock Fund pursuant to an
             election made at least six (6) months after the date of
             any previous election by such Reporting Person effecting
             a disposition of Company Shares from the Stock Fund, or
             (ii) the transfer is a disposition of Shares from the
             Stock Fund pursuant to an election made at least six (6)
             months after the date of any previous election by such
             Reporting Person effecting an acquisition of Shares by
             investment in the Stock Fund; provided however, that the
             limitation herein shall not apply to any transfer made
             in connection with the Reporting Person's death,
             Disability, retirement or termination of employment or
             any transfer that is required to be made available to
             Participants pursuant to the Code.  As used herein, the
             term "Reporting Person" means any Participant who, by
             virtue of the Participant's position as an officer,
             director or greater than ten percent (10%) shareholder
             of the Company, is subject to the reporting requirements
             of Section 16(a) of the Securities Act of 1934.

       (b)   Notwithstanding any provision of this Plan to the
             contrary, any election by a Reporting Person to withdraw
             amounts distributable pursuant to Article 15 shall be
             effective only if (i) an election to receive a
             distribution in cash attributable in whole or in part to
             the liquidation of an investment in the Stock Fund is
             made at least six (6) months following the date of any
             previous election by such Reporting Person effecting an
             acquisition of Company Shares by investment in the Stock
             Fund, or (ii) an election to receive a distribution in
             Company Shares attributable to the liquidation of
             investments in any Investment Fund other than the Stock
             Fund is made at least six (6) months following the date
             of any previous election by such Reporting Person
             effecting a disposition of Company Shares from the Stock
             Fund; provided however, that the limitation herein shall
             not apply to any distribution made in connection with the
             Reporting Person's death,

                                    24
<PAGE> 31
             Disability, retirement or termination of employment or any
             distribution that is required to be made available to
             Participants pursuant to the Code.

                                    25
<PAGE> 32
                                     Article 10
                                     ----------

                                 Trust Suspense Fund
                                 -------------------

10.1.  Suspense Fund.
--------------------

       The portion of the Stock Fund reflecting Company Shares which
       were acquired with the proceeds of a Share Purchase Loan and
       which have not been allocated to Participants' Stock Accounts
       shall be deemed to be a "Suspense Fund" which holds such
       Company Shares pending their release and allocation to the
       Participants' Stock Accounts under the terms and conditions
       of this Article.

10.2.  Release from Suspense Fund.
---------------------------------

       Company Shares shall be released from the Suspense Fund as of
       the date of payment and upon release shall be allocated among
       the Participants' Stock Accounts under Section 10.3.

       The number of Company Shares released from the Suspense Fund
       shall equal the number of Company Shares held in the Suspense
       Fund immediately before the release multiplied by a fraction,
       the numerator of which is the amount of principal and interest
       paid on the Share Purchase Loan for the Plan Year, and the
       denominator of which is the sum of (i) the numerator, and (ii)
       the amount of principal and interest that will be paid on the
       Share Purchase Loan in all future Plan Years (determined
       without regard to any possible renewal or extension of the
       Share Purchase Loan).  For this purpose, if a variable
       interest rate applies under a Share Purchase Loan, the
       interest that will be paid on the Share Purchase Loan in
       future Plan Years shall be computed by using the interest rate
       in effect at the end of the then current Plan Year.

10.3.  Allocation of Released Shares.
------------------------------------

       Company Shares released from the Suspense Fund under Section
       10.2 shall be allocated among the Participants' Stock Accounts
       as follows:

       (a)   Allocation Based on Loan Purchase Fund Dividends: First,
             ------------------------------------------------
             a number of Company Shares released as a result of
             applying the cash dividends paid during the calendar
             quarter on Company Shares held within the Loan Purchase
             Fund, plus earnings (if any) that have resulted from the
             short-term investment of such dividends, to pay principal
             and interest on the Share Purchase Loan, shall be
             allocated among the Participants whose Employer Matching
             Contribution Stock Accounts were credited with such
             dividends under Section 8.9.

             The number of Company Shares allocated to each such
             Participant shall equal the number determined by
             multiplying the total number of Company Shares to be
             allocated under this subsection by a fraction, the
             numerator of which is the dollar amount of the cash
             dividends paid during the calendar quarter on Company
             Shares held within the Loan Purchase Fund, plus earnings
             (if any), credited to the Participant's Employer Matching
             Contribution Stock Account under Section 8.9, and the
             denominator of which is the dollar amount of the cash
             dividends paid during the calendar quarter on Company
             Shares held within the Loan Purchase Fund, plus earnings
             (if any).

       (b)   Supplemental Allocation Based on Suspense Fund Dividends:
             --------------------------------------------------------
             Second, if the fair market value of the Company Shares
             released as a result of applying the cash dividends paid
             during the Plan Year on Company Shares held within the
             Loan Purchase Fund (disregarding the earnings (if any)

                                    26
<PAGE> 33
             from the short-term investment of such dividends) to pay
             principal and interest on the Share Purchase Loan is less
             than the dollar amount of such dividends, then a number
             of Company Shares released as a result of applying the
             cash dividends paid during the Plan Year on Company
             Shares held within the Suspense Fund, plus earnings (if
             any) from the short-term investment of such dividends,
             with a fair market value equal to the shortfall shall be
             allocated among the Participant's who received an
             allocation under (a), above.

             The number of Company Shares allocated to each such
             Participant shall equal the number determined in the same
             manner as Company Shares allocated under (a).

             If the number of Company Shares released as a result of
             applying the cash dividends on Company Shares held within
             the Suspense Fund, plus earnings (if any) from the
             short-term investment of such dividends, is less than the
             number required to make the allocation provided in this
             subsection, the Company shall contribute an additional
             number of Company Shares to the Trust Fund to allow a
             full allocation hereunder.

       (c)   Allocation Based on Matching Contribution:  Third, the
             -----------------------------------------
             number of Company Shares released as a result of applying
             the Employer Matching Contributions made on behalf of all
             Participants for the Plan Year, plus earnings (if any)
             from the short-term investment of such contributions, to
             pay principal and interest on the Share Purchase Loan
             (but disregarding that portion of the Employer Matching
             Contributions and earnings distributed to satisfy Section
             6.3), shall be allocated among those Participants on
             whose behalf an Employer Matching Contribution was made
             for the Plan Year under Section 6.1.

             The number of Company Shares allocated to each such
             Participant shall equal the number determined by
             multiplying the total number of Company Shares to be
             allocated under this subsection by a fraction, the
             numerator of which is the dollar amount of the Employer
             Matching Contribution made on behalf of the Participant,
             plus earnings (if any) from the short-term investment of
             such contribution credited to the Participant (but
             disregarding that portion of the Employer Matching
             Contribution and earnings distributed to satisfy Section
             6.3), and the denominator of which is the dollar amount
             of the Employer Matching Contribution made on behalf of
             all Participants for the Plan Year, plus earnings (if
             any) thereon (disregarding that portion distributed to
             satisfy Section 6.3).

10.4.  Fair Market Value.
------------------------

       For purposes of this Plan, "fair market value" means the value
       on any day determined by the Trustee which shall be (i) if
       Company Shares are traded on a national or regional stock
       exchange, the closing composite quotation price on that day,
       or if Company Shares were not traded on such day, the closing
       price on the next preceding trading day on which Company
       Shares were traded, (ii) if Company Shares are traded on
       NASDAQ, the closing NASDAQ price on that day, and (iii) if
       Company Shares are not traded as described above, the value
       as determined in accordance with generally accepted valuation
       principles on a consistent basis acceptable to the Investment
       Committee.

                                    27
<PAGE> 34
                                     Article 11
                                     ----------

                               Vesting and Forfeitures
                               -----------------------

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

       A Participant shall have a non-forfeitable interest in his
       Anheuser-Busch Stock Account and in his Plan Account
       attributable to his After-Tax Contributions, Before-Tax
       Contributions and Rollover Contributions.

       A Participant shall obtain a non-forfeitable interest in his
       Plan Account attributable to Employer Matching Contributions
       upon the occurrence of (a) his death or Disability, while an
       Employee, (b) layoff for a period exceeding twelve (12)
       consecutive months, (c) entry into active duty with any branch
       of the military services of the United States, or (d)
       termination of employment following attainment of age sixty
       (60).  As of any date prior to the occurrence of an event
       described in paragraphs (a) through (d) above, a Participant
       shall obtain a nonforfeitable interest in his Plan Account
       attributable to Employer Matching Contributions in accordance
       with the vesting schedule set forth below based upon the
       number of Years of Service credited to such Participant as of
       such date:
<TABLE>
<CAPTION>
                Years of Service              Vested Percentage
                ----------------              -----------------
<S>                                           <C>
                      1                               0%
                      2 or more                     100%
</TABLE>

11.2.  Years of Service.
-----------------------

       (a)      In General.  All Years of Service shall count for
                ----------
                purposes of determining a Participant's vested interest
                in his Plan Account attributable to his Employer
                Matching Contributions except as provided in (b) below.

       (b)      Disregard of Pre-Break Service for Post-Break Account.
                -----------------------------------------------------
                In the case of a Participant who does not have any
                vested interest in his Plan Account attributable to
                Employer Matching Contributions, all Years of Service
                before a period of consecutive Breaks in Service shall
                be disregarded for purposes of determining his vested
                interest in the balance of such account accrued after
                such Breaks in Service if the number of consecutive
                Breaks in Service in such period equals or exceeds the
                greater of (i) 5, or (ii) the aggregate number of Years
                of Service credited before such period (provided that,
                such aggregate number of Years of Service shall not
                include any Years of Service disregarded under this
                paragraph by reason of prior Breaks in Service).

11.3.  Forfeitures.
------------------

       If a Participant's employment with all Employers terminates
       at a time when he has no vested interest in  his Plan Account
       attributable to Employer Matching Contributions, then that
       portion of such account in which he does not have a vested
       interest shall be forfeited as of the date on which his
       employment terminates.

       The portion of the Participant's Plan Account in which he does
       not have a vested interest shall be applied, for the Plan Year
       in which the Participant's employment with all Employers
       terminates, to reduce administrative expenses of the Plan and
       the remainder, if any, thereafter shall be applied to reduce
       the Employer Matching Contribution.  If the Participant is
       reemployed by an Adopting Employer

                                    28
<PAGE> 35
       before he incurs five (5) consecutive Breaks in Service, then he
       shall have restored to his Employee Matching Contribution Stock
       Account as of the last day of the calendar month in which he is
       reemployed  an amount equal to the amount of such forfeiture.
       Any amount restored shall first come from forfeitures that have
       arisen in the year of reemployment, and if such forfeitures are
       not sufficient, the Company shall restore such amount.

       For purposes of this Section, if a Participant's Distributable
       Benefit is $0.00, he shall be deemed to have received payment
       thereof as of the date on which his employment with all
       Employers terminates.

                                    29
<PAGE> 36
                                     Article 12
                                     ----------

                             Investment Diversification
                             --------------------------

12.1.  Eligibility.
------------------

       Except as provided in Section 9.7 with respect to Reporting
       Persons (as defined therein), a Participant shall be eligible
       for the diversification election available under of this
       Article if he has attained age fifty-five (55) and completed
       ten (10) years of participation in the Plan.

12.2.  Diversification.
----------------------

       A Participant who is eligible under Section 12.1, shall be
       permitted, for each Plan Year within his diversification
       election period (as defined below), to diversify his Stock
       Accounts by directing the Trustee to liquidate the following
       portion of such accounts in order to make the proceeds thereof
       available for investment in the Investment Funds:

       (a)      For the first five (5) Plan Years within his
                diversification election period, any whole number of
                Company Shares up to twenty-five percent (25%) of the
                number of Company Shares credited to his Stock Accounts
                as of the last day of the Plan Year, less the number of
                Company Shares previously diversified under this
                Section.

       (b)      For the final Plan Year within his diversification
                election period, any whole number of Company Shares up
                to fifty percent (50%) of the number of Company Shares
                credited to his Stock Accounts as of the last day of
                the Plan Year, less the number of Company Shares
                previously diversified under this Section.

       For purposes of this Section, the "diversification election
       period" is the six (6) Plan Year period that begins with the
       Plan Year in which the Participant satisfies the eligibility
       requirements of Section 12.1.

12.3.  Election Procedures.
--------------------------

       To diversify his Stock Accounts, a Participant must file a
       diversification election with the Committee not later than
       ninety (90) days after the end of the Plan Year on a form
       provided by the Committee for this purpose.  If a Participant
       fails to file a timely election, the Participant shall be
       deemed to have elected not to diversify any portion of his
       Stock Accounts for such year.

12.4.  Liquidation and Credit of Proceeds.
-----------------------------------------

       If a Participant files a timely diversification election, the
       Committee shall direct the Trustee to convert the number of
       Company Shares properly specified by the Participant to cash.
       Such conversion shall be made as soon as practicable, but not
       later than ninety (90) days, after the close of the election
       period specified in Section 12.3 in accordance with Section
       17.2.  Proceeds of such conversion, together with the
       Participant's share of earnings (if any) that have resulted
       from the short term investment of such proceeds, shall be
       credited to the Participant's ESOP Diversification Cash
       Account in accordance with Section 8.6 and thereafter, as
       directed by the Participant, shall be subject to the
       Participant's investment direction in accordance with Article 9.

       Company Shares converted to cash pursuant to a Participant's
       diversification election shall be drawn first from the
       Participant's Employer Matching Contribution Stock Account,
       to the extent of the balance of

                                    30
<PAGE> 37
       such account, and thereafter from After-Tax Matched Contribution
       Stock Account, Before-Tax Matched Contribution Stock Account,
       After-Tax Unmatched Contribution Stock Account and the
       Before-Tax Unmatched Contributions Stock Account.



                                    31
<PAGE> 38
                                     Article 13
                                     ----------

                                 Payment of Accounts
                                 -------------------

13.1.  Benefit Payments - In General.
------------------------------------

       A Participant (or in case of his death, his Beneficiary) shall
       be entitled to receive his Distributable Benefit under the
       terms and conditions of this Article after his employment with
       the Employer has terminated.

13.2.  Payment to Participants.
------------------------------

       If the Participant survives to his Benefit Payment Date, his
       Distributable Benefit shall be paid to him in a single-sum
       payment.

       The single-sum payment shall be made on, or as soon as
       practicable after, the Participant's Settlement Date; provided
       that, payment or commencement of payment shall not be delayed
       beyond sixty (60) days after the end of the Plan Year in which
       falls the later of the Participant's Settlement Date or the
       date he attains age sixty-five (65); provided further that
       payment or commencement of payment shall occur not later than
       the Participant's Required Beginning Date irrespective of
       whether the Participant's Settlement Date has occurred.  A
       Participant whose employment with the Employer terminates may
       elect that his Distributable Benefit be paid as of any date
       selected by the participant that follows his Settlement Date
       and precedes his Required Beginning Date.

       An election under this Section must be made on such form and
       in accordance with such rules as shall be prescribed by the
       Committee for this purpose.

       If a Participant continues in the employ of the Employer after
       his Required Beginning Date, any additional amounts credited
       to his Plan Account under Article 8 shall be distributed as
       soon as practicable after the credit is determined.

13.3.  Payment to Beneficiaries.
-------------------------------

       If a Participant dies before he receives full payment of his
       Distributable Benefit, his Beneficiary shall be paid the
       remaining portion under the following rules:

       (a)      Death Before Benefit Payment Date:  If the Participant
                ---------------------------------
                dies before his Benefit Payment Date, his Distributable
                Benefit shall be paid to his designated Beneficiary in
                a single-sum payment.

                The single-sum payment shall be made on, or as soon as
                practicable after, the Participant's death; provided
                that, payment or commencement shall not be delayed
                beyond December 31 of the calendar year after the
                calendar year of the Participant's death, or, if the
                Participant's spouse is the Beneficiary and such date
                is later, the December 31 of the calendar year in which
                the Participant would have attained age 70-1/2.

       (b)      Death After Benefit Payment Date: If a Participant dies
                --------------------------------
                on or after his Benefit Payment Date, the remaining
                portion of his Distributable Benefit (if any) shall be
                paid to his designated Beneficiary in a single-sum
                payment.  The single-sum payment shall be made as soon
                as practicable after the Participant's death.

                                    32
<PAGE> 39

       If no designated Beneficiary survives the Participant, the
       remaining portion of his Distributable Benefit shall be paid
       to his estate as Beneficiary.

13.4.  Payment of Small Amounts.
-------------------------------

       Any contrary provision of this Article notwithstanding, if a
       Participant's Distributable Benefit does not exceed $3,500
       (and the balance of his Plan Account has not exceeded $3,500
       immediately prior to any distribution), a single-sum payment
       of the full amount of his Distributable Benefit shall be made
       to the Participant (or in case of his death, his Beneficiary)
       on or as soon as is practicable after his Settlement Date.
       A payment under this Section 13.4 shall be made in cash only.

13.5.  Form of Payment.
----------------------

       All payments under this Article shall be in the form of cash
       and, to the extent that the Participant's Plan Account
       consists of Company Shares, whole shares; provided that, (i)
       a Participant or Beneficiary who would otherwise receive
       Company Shares may instead elect to have such Company Shares
       converted to cash and the proceeds thereof distributed, and
       (ii) a Participant or Beneficiary who would otherwise receive
       cash may instead elect to have such cash converted to shares
       of Company Shares (whole shares only) and distributed.  Any
       fractional interest in Company Shares shall be converted to
       cash and distributed.  A conversion of Company Shares to cash
       under this Section shall be made in accordance with Section 17.2.

13.6.  Special Rule for Company Shares.
--------------------------------------

       Any contrary provision of this Article notwithstanding, unless
       a Participant elects that the special distribution provisions
       of this Section not apply, his Distributable Benefit shall be
       distributed as follows:

       (a)      Such portion shall be paid in substantially equal
                periodic payments (not less frequently than annually)
                over a period not longer than five (5) years, or, if
                the value of his Distributable Benefit attributable to
                Company Shares credited to his Stock Account exceeds
                $500,000 (or such greater amount as may be in effect
                under Code Section 409(o)(1)(C)), five (5) years plus
                one (1) additional year (but not more than five (5)
                additional years) for each $100,000 (or such greater
                amount as may be in effect under Code Section
                409(o)(1)(C)) or fraction thereof by which the value of
                his Distributable Benefit attributable to Company
                Shares credited to his Stock Account exceeds $500,000
                (or such greater amount as may be in effect under Code
                Section 409(o)(1)(C)).

       (b)      Except as provided below, payments under (a) shall
                commence not later than one (1) year after the end of
                the following:

                (i)    In the case of a Participant whose employment
                       with the Employer terminates after he attains age
                       sixty-five (65), or at any age by reason of death
                       or Disability, the Plan Year in which his
                       employment terminates.

                (ii)   In the case of a Participant whose employment
                       with the Employer terminates under circumstances
                       not described in (i), the fifth (5th) Plan Year
                       following the year in which his employment
                       terminates, provided that, this subsection shall
                       not apply if the Participant is reemployed with
                       the Employer before the end of such fifth (5th)
                       Plan Year.

                                    33
<PAGE> 40

                Commencement prior to the date on which a Participant
                attains age sixty-five (65) shall be subject to the
                Participant's consent, and, if a Participant does not
                consent, commencement shall occur soon as practicable
                after the Participant attains age sixty-five (65).

13.7.  Required Payments.
------------------------

       Any contrary provision of this Article notwithstanding,
       payments shall be made with respect to each Participant under
       the following rules:

       (a)      A minimum payment shall be made to a Participant for
                the calendar year in which he attains age 70-1/2 and
                each subsequent calendar year.  The minimum payment for
                the calendar year in which he attains age 70-1/2 shall
                be made by the Participant's Required Beginning Date,
                and the minimum payment for each subsequent calendar
                year shall be made by the December 31 of such year.

       (b)      If a Participant dies before his Required Beginning
                Date, a minimum payment will be made to each designated
                Beneficiary for each calendar year beginning with the
                following:

                (1)    If the Participant's spouse is the Beneficiary,
                       the later of (i) the calendar year that follows
                       the year of the Participant's death, or (ii) the
                       calendar year in which the Participant would have
                       attained age 70-1/2.

                (2)    If the Participant's spouse is not the
                       Beneficiary, the calendar year that follows the
                       year of the Participant's death.

                The minimum payment for each calendar year will be made
                by the December 31 of such year.

       (c)      If a Participant dies before his Required Beginning
                Date, full payment of all amounts due to a Beneficiary
                who is not a designated Beneficiary shall be made not
                later than the December 31 of the calendar year in
                which occurs the fifth (5th) anniversary of the
                Participant's death.

       (d)      If a Participant dies on or after his Required
                Beginning Date, all payments to a Beneficiary after the
                Participant's death shall be made at least as rapidly
                as the payments made to the Participant before his
                death.

       All payments required under this Section shall be determined
       under Code Section 401(a)(9), including the minimum
       distribution incidental benefit requirements thereunder.

13.8.  Earnings on Plan Accounts.
--------------------------------

       If a Participant's employment with the Employer terminates and
       he does not elect to receive immediate payment of his
       Distributable Benefit, the Participant's Plan Account shall
       continue to be credited to reflect investment return and
       dividends in accordance with Sections 8.8 and 8.9.

13.9.  Life Expectancies.
------------------------

       When necessary under this Article, the life expectancy of a
       Participant or his Beneficiary shall be determined by the use
       of the expected return multiples in Tables V and VI of
       Treasury Regulation Section 1.72-9.  Life expectancies shall
       not be recalculated annually for any purpose under this
       Article.

                                    34
<PAGE> 41

13.10. Eligible Rollover Distributions.
--------------------------------------

       Notwithstanding any provision of the plan to the contrary that
       would otherwise limit a distributee's election under this
       Section, a distributee may elect, at the time and in the
       manner prescribed by the Committee, to have any portion of an
       eligible rollover distribution (excluding the portion, if any,
       representing a loan to the Participant) paid directly to one
       (1) eligible retirement plan specified by the distributee in
       a direct rollover.

       (a)      Eligible Rollover Distribution.  An eligible rollover
                ------------------------------
                distribution is any distribution of all or any portion
                of the balance to the credit of the distributee, except
                that an eligible rollover distribution does not
                include:  any distribution that is one of a series of
                substantially equal periodic payments (not less
                frequently than annually) made for the life (or life
                expectancy) of the distributee or the joint lives (or
                joint life expectancies) of the distributee and the
                distributee's designated beneficiary, or for a
                specified period of ten years or more; any distribution
                to the extent such distribution is required under Code
                Section 401(a)(9); and the portion of any distribution
                that is not includable in gross income (determined
                without regard to the exclusion for net unrealized
                appreciation with respect to employer securities).

       (b)      Eligible Retirement Plan.  An eligible retirement plan
                ------------------------
                is an individual retirement account described in Code
                Section 408(a), an individual retirement annuity
                described in Code Section 408(b), an annuity plan
                described in Code Section 403(a), or a qualified trust
                described in Code Section 401(a), that accepts the
                distributee's eligible rollover distribution.  However,
                in the case of an eligible rollover distribution to the
                surviving spouse, an eligible retirement plan is an
                individual retirement account or individual retirement
                annuity.

       (c)      Distributee.  A distributee includes an Employee or
                -----------
                former Employee.  In addition, the employee's or former
                Employee's surviving spouse or former spouse who is the
                alternate payee under a qualified domestic relations
                order, as defined in Code Section 414(p), are
                distributees with regard to the interest of the spouse
                or former spouse.

       (d)      Direct Rollover.  A direct rollover is a payment by the
                ---------------
                Plan to the eligible retirement plan specified by the
                distributee.




                                    35
<PAGE> 42
                                     Article 14
                                     ----------

                                    Beneficiaries
                                    -------------

14.1.  Designated Beneficiaries.
-------------------------------

       A Participant may designate one or more persons (concurrently,
       contingently, or successively) to whom his Distributable
       Benefit shall be paid if he dies before he receives complete
       payment of such benefit; provided that, the sole designated
       Beneficiary of a Participant who is lawfully married shall be
       his spouse unless his spouse properly consents to the
       designation of another person or persons as Beneficiary.

       A Beneficiary designation must be made on a form provided by
       the Committee for this purpose.  It shall be effective on the
       date the designation form actually is received by the
       Committee, shall revoke all prior designations made by the
       Participant, and itself may be revoked by the Participant at
       any time.

       A Beneficiary designation form received by the Committee after
       a Participant's death shall be null and void, and during a
       Participant's life, a Beneficiary designation form may be
       filed only by the Participant.

14.2.  Spousal Consent Requirements.
-----------------------------------

       The spouse of a Participant who designates a person or persons
       other than such spouse as a Beneficiary must consent in
       writing to the person or persons designated.  The written
       consent must acknowledge the effect of the designation, and
       must be witnessed by a member of the Committee or a notary
       public.  The designation of a Beneficiary cannot be changed
       without spousal consent to the new designation unless the
       prior consent of the spouse expressly permits future
       designations by the Participant without further spousal
       consent.

14.3.  Absence of Designated Beneficiary.
----------------------------------------

       If no designated Beneficiary survives the Participant, then
       his estate shall be his Beneficiary for purposes of this Plan.




                                    36
<PAGE> 43
                                     Article 15
                                     ----------

                               Participant Withdrawals
                               -----------------------

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

       A Participant may withdraw an amount from his Plan Account in
       accordance with such rules and procedures as prescribed by the
       Committee for the administration of a withdrawal program under
       the Plan.  The withdrawal program shall be administered by the
       Committee on a uniform and nondiscriminatory basis.


                                    37
<PAGE> 44
                                     Article 16
                                     ----------

                                  Participant Loans
                                  -----------------

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

       A Participant or Beneficiary who is a Party in Interest as
       defined in Section 3(14) of ERISA and who is employed with the
       Employer may borrow from the Trust in accordance with such
       rules and procedures as prescribed by the Committee for the
       administration of a loan program under the Plan.  The loan
       program shall be administered by the Committee on a uniform
       and nondiscriminatory basis and in a manner designed to insure
       that loans are available to all such Participants on a
       reasonably equivalent basis.


                                    38
<PAGE> 45
                                     Article 17
                                     ----------

                             Relating to Employer Shares
                             ---------------------------

17.1.  Investment in Employer Shares; ESOP.
------------------------------------------

       The Employer Matching Contributions shall be invested by the
       Investment Committee to provide Participants with whole and
       fractional interests in Company Shares, subject to minimum
       fractional interests established by the Investment Committee
       from time to time.  For any period in which such contributions
       are not invested in Company Shares they shall, at the
       direction of the Investment Committee, be held within the
       Trust Fund in cash or invested in short-term investments.
       Subject to applicable law, the Trustee may acquire Company
       Shares on the open market, through private purchases,
       purchases from the Company (including purchases of treasury
       shares or authorized but unissued shares), or otherwise.

       The portion of the Trust Fund which is invested in Company
       Shares and is attributable to Employer Matching Contributions
       is intended to satisfy all requirements of Code Section
       4975(e)(7) and therefore constitute an employee stock
       ownership plan, as defined therein.

17.2.  Conversion to Cash.
-------------------------

       If it is necessary to convert Company Shares held within the
       Stock Fund to cash for any reason required under the Plan, the
       following shall apply:

       (a)      The Trustee shall purchase such shares with the cash
                amounts (if any) then reflected in the Participants'
                Stock Account.

       (b)      To the extent that Company Shares cannot be purchased
                under paragraph (a) above, the Trustee shall sell such
                shares on the open market, or to any other employee
                benefit plan or program maintained by the Employer, or
                to the Company; provided that, any sales to any such
                employee benefit plan or program or to the Company must
                satisfy the prohibited transaction exemption
                requirements set forth in ERISA section 408(e).

       The purchase of Company Shares shall be made under paragraph
       (a) to the extent of the sufficiency of funds, to provide for
       first, loans under Article 16, second, withdrawals under
       Article 15, third, distributions under Article 13, and
       finally, investment diversification under Article 12.

17.3.  Voting of Employer Shares.
--------------------------------

       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 Shares, together with
       forms by which the Participant (or Beneficiary) may
       confidentially instruct the Trustee with respect to the voting
       of Company Shares allocated to his Account.  The Trustee shall
       vote Company Shares held within the Trust as follows:

       (a)      The Trustee shall vote Company Shares credited to a
                Participant's Stock Account and Anheuser-Busch Stock
                Account with respect to which the Trustee has received
                timely direction, as directed by the Participant (or
                Beneficiary) (or abstain if so directed).

                                    39
<PAGE> 46

       (b)      The Trustee shall vote (i) all Company Shares not
                credited to any Participant's Stock Account and
                Anheuser-Busch Stock Account, and (ii) all Company
                Shares credited to a Participant's Stock Account and
                Anheuser-Busch Stock Account with respect to which the
                Trustee has not received timely direction, in the same
                proportion as the Company Shares specified in (a)
                (disregarding any shares specified in (a) with respect
                to which the Trustee has received a direction to
                abstain).

       All voting 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 any corporation that makes up the Employer.

17.4.  Tender of Employer Shares.
--------------------------------

       Any contrary provision of the Plan notwithstanding, if there
       is a tender or exchange offer for, or a request or invitation
       for the tender or exchange of, Company Shares, 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
       Shares allocated to the Participant's Stock Accounts.  The
       Trustee shall tender or exchange, or retain, Company Shares
       held within the Trust as follows:

       (a)      The Trustee shall tender or exchange, or retain,
                Company Shares credited to a Participant's Stock
                Accounts and Anheuser-Busch Stock Account with respect
                to which the Trustee has received timely direction, as
                directed by the Participant (or Beneficiary).

       (b)      The Trustee shall retain Company Shares credited to a
                Participant's Stock Accounts and Anheuser-Busch Stock
                Account with respect to which the Trustee has not
                received timely direction.

       (c)      The Trustee shall tender or exchange, or retain,
                Company Shares not credited to any Participant's Stock
                Accounts and Anheuser-Busch Stock Account, in the same
                proportion as the Employer Shares specified in (a) and
                (b) are tendered or exchanged, or retained.

       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 any corporation that makes up the
       Employer.

17.5.  Non-Publicly Traded Shares.
---------------------------------

       For any period during which Company Shares are not readily
       tradable on an established securities market, the following
       provisions shall apply:

       (a)      Put Option:  When Company Shares are distributed to a
                ----------
                Participant (or in case of death, his Beneficiary), the
                Company shall grant the recipient an option to put the
                shares to the Company; provided that, the Company may
                allow the Trustee to assume the Company's rights and
                obligations at the time the put is exercised.  A put
                option shall provide that, for a period of sixty (60)
                days after such shares are distributed, the recipient
                shall have the right to require the Company to purchase
                such shares at their fair market value.  If the put is
                not exercised within such sixty (60) day period, the
                put shall be available for an additional period of
                sixty (60) days in the following Plan Year.  A put
                option can be exercised by notifying the Company in
                writing.

                                    40
<PAGE> 47

                The terms of payment for the purchase of Company Shares
                subject to a put shall be as set forth in the put,
                subject to the following:

                (1)    In the case of Company Shares distributed as part
                       of a total distribution (as defined below),
                       payment shall be made in substantially equal
                       periodic payments (not less frequently than
                       annually) over a period that begins not later
                       than thirty (30) days after the put is exercised,
                       and that does not exceed five (5) years.  If
                       payment is made in installments, adequate
                       security and a reasonable rate of interest shall
                       be provided to the recipient.

                (2)    In the case of Company Shares that are not
                       distributed as part of a total distribution,
                       payment shall be made within thirty (30) days
                       after the put is exercised.

                For purposes of this subsection, a "total distribution"
                means a distribution within one (1) calendar year of
                the balance to the credit of the Participant's Plan
                Account.

                Except as otherwise provided in this subsection, or as
                otherwise required by applicable law, no Company Shares
                held within or distributed from the Trust shall be
                subject to a put, call, or other option, or buy-sell or
                similar arrangement.

       (b)      Distribution Requirements:  Except with respect to
                -------------------------
                distributions required pursuant to Article 13, if
                Company Shares become subject to a put option under
                (a), any Employer Shares acquired with the proceeds of
                a Share Purchase Loan which are held within the Trust
                and credited to a Participant's Stock Accounts shall
                not be distributed until such Share Purchase Loan is
                fully repaid.

       For purposes of this Section, whether Company Shares are
       "readily tradable on an established securities market" shall
       be determined in accordance with regulations or
       interpretations adopted by the Internal Revenue Service under
       Code Section 409(h).



                                    41
<PAGE> 48
                                     Article 18
                                     ----------

                            Former Employees/Participants
                            -----------------------------

18.1.  Participation.
--------------------

       A person whose employment with the Employer terminates for any
       reason shall become (or again become) an Active Participant
       after his reemployment with the Employer in accordance with
       the following provisions:

       (a)      If he satisfied the eligibility conditions of Section
                3.1 on the day before his employment terminated, he
                shall become (or again become) an Active Participant on
                the date he again satisfies such eligibility
                conditions.

       (b)      If he did not satisfy the eligibility conditions of
                Section 3.1 on the day before his employment
                terminated, he shall become (or again become) an Active
                Participant on the entry date specified in Section 3.2
                that coincides with or next follows the date he
                satisfies (or again satisfies) such eligibility
                conditions.

       An Active Participant who becomes a Former Participant because
       he fails to satisfy the eligibility conditions of Section 3.1,
       but whose employment with the Employer has not terminated,
       shall again become an Active Participant on the date he again
       satisfies such eligibility conditions.

18.2.  Cessation of Distributions.
---------------------------------

       Subject to Section 13.2 and 13.6, all distributions from the
       Trust then being made to a Former Participant shall cease as
       of the date he again becomes an Active Participant.



                                    42
<PAGE> 49
                                     Article 19
                                     ----------

                              Amendment and Termination
                              -------------------------

19.1.  Amendment.
----------------

       Subject to Article 23, the Company reserves the right to amend
       the Plan from time to time subject to the following
       limitations:

       (a)      No amendment shall substantively change the duties and
                liabilities of the Human Resources Committee or the
                Investment Committee unless such Committee consents to
                the amendment;

       (b)      No amendment shall result in the return to the Employer
                of any part of the Trust or the income therefrom, or
                result in the distribution of the Trust to or for the
                benefit of anyone other than a Participant or
                Beneficiary;

       (c)      No amendment shall reduce the amount or the
                nonforfeitable portion of a Participant's Plan Account
                balance as determined as of the later of the effective
                date or the adoption date of the amendment; and

       (d)      No amendment shall eliminate an optional form of
                distribution with respect to a Participant's existing
                Plan Account balance as determined as of the later of
                the effective date or the adoption date of the
                amendment except as permitted under Code Section
                411(d)(6).

       The Company may delegate to the Investment Committee or the
       Committee or its officers the power to amend the Plan as the
       Company deems appropriate.  Any amendment to the Plan shall
       be effective with respect to all Adopting Employers without
       any formal action on the part of any Adopting Employer other
       than the Company.

19.2.  Termination.
------------------

       Although each Adopting Employer intends to maintain the Plan
       indefinitely, the Plan is entirely voluntary on the part of
       each Adopting Employer and the continuation of the Plan and
       the contributions hereunder should not be construed as a
       contractual obligation of any Adopting Employer.  The Company
       reserves the right to terminate the Plan in its entirety and
       to suspend or discontinue (in whole or in part) all
       contributions to the Trust under the Plan, and each Adopting
       Employer reserves the right to withdraw from participation.

       The Plan shall terminate in its entirety on any date specified
       by the Company if advance written notice is given to the
       Investment Committee, the Committee, the Trustee, and each
       Adopting Employer.

19.3.  Withdrawal; Discontinuance of Employer Status.
----------------------------------------------------

       If a corporation ceases to be a part of the Employer because
       of a sale of its stock, then, as of such date and unless the
       Investment Committee provides otherwise, the following
       provisions shall apply:

       (a)      Such corporation no longer shall be an Adopting
                Employer or part of the Employer, except that it shall
                be obligated to make the Before-Tax Contributions
                specified in Article 5 that correspond to amounts
                withheld from its Employees' Compensation, and transfer
                the After-Tax Contributions

                                    43
<PAGE> 50
                specified in Article 4 withheld from its Employees'
                Compensation, for the month that includes such date.

       (b)      Employees of such corporation shall be deemed to have
                terminated employment with the Employer as of such
                date, and their Settlement Date shall be determined
                accordingly.

       An Adopting Employer prospectively may revoke its election to
       participate in the Plan by filing with the Investment
       Committee and the Trustee a certified copy of a resolution of
       its Board of Directors providing for such revocation and a
       certified copy of a resolution of the Board of Directors of
       the Company approving such action.

19.4.  Termination Distributions.
--------------------------------

       If the Plan terminates, the Investment Committee shall direct
       a final accounting and distribution of all amounts then held
       in the Trust to the Participants or Beneficiaries.  A
       distribution shall be made to each Participant or Beneficiary
       of the Plan Account balance payable to each such person in a
       single-sum payment.  Such distribution shall be made as soon
       as practicable after the Company receives a favorable
       determination from the Internal Revenue Service as to the
       qualified status of the Plan under Code Section 401(a) upon
       its termination, but not later than one (1) year after the
       Plan terminates.




                                    44
<PAGE> 51
                                     Article 20
                                     ----------

                          Mergers, Transfers, and Rollovers
                          ---------------------------------

20.1.  Plan Merger, Consolidation or Benefit Transfer.
-----------------------------------------------------

       This Plan shall not merge or consolidate with any other
       qualified plan, nor shall assets or liabilities be transferred
       to any other qualified plan, unless each Participant would (if
       the Plan had then terminated) receive a benefit immediately
       after the merger, consolidation, or transfer that is equal to
       or greater than the benefit that he would have received
       immediately before the merger, consolidation, or transfer (if
       the Plan had then terminated).

       This Plan shall not merge or consolidate with any defined
       benefit pension plan.

20.2.  Rollover Contributions.
-----------------------------

       An Active Participant who has a Plan Account maintained on his
       behalf which is credited with Before-Tax Contributions and/or
       After-Tax Contributions may contribute to the Trust Fund cash
       amounts distributed from any other qualified plan or conduit
       individual retirement account (as described in Code Section
       408(d)(3)(A)(ii)) within sixty (60) days after such
       distribution, if the distribution is eligible for rollover
       treatment under the applicable provisions of Code Section
       402(a) or 408(d).  Contributions made under this Section shall
       be identified as "Rollover Contributions" for purposes of this
       Plan.

       Rollover Contributions shall be reflected in a Rollover
       Contribution Cash Account established on behalf of the
       Employee under Section 8.1.  An Employee (or in case of death,
       his Beneficiary) shall have a nonforfeitable interest in his
       Rollover Contribution Cash Account at all times.



                                    45
<PAGE> 52
                                     Article 21
                                     ----------

                                 Plan Administration
                                 -------------------

21.1.  Human Resources Committee.
--------------------------------

       The Plan shall be administered by the HUMAN RESOURCES
       COMMITTEE.  Each member of such committee is a "named
       fiduciary" within the meaning of Section 402(e) of ERISA with
       respect to the administration of the Plan.

21.2.  Committee Powers.
-----------------------

       The Committee shall have such discretionary powers as are not
       specifically reserved to the Company, the Investment Committee
       or the Trustee  which are appropriate to administer the Plan,
       including, but not limited to, the following:

       (a)      To determine all questions arising under the Plan,
                including the power to determine the rights and
                eligibility of Employees or Participants and their
                Beneficiaries, and the amount of any benefits due such
                persons under the Plan;

       (b)      To construe the terms of the Plan and to remedy
                ambiguities, inconsistencies or omissions;

       (c)      To adopt such rules of procedure as it considers
                appropriate for the proper administration of the Plan
                and are consistent with the Plan;

       (d)      To enforce the Plan provisions and the rules of
                procedure which it adopts;

       (e)      To direct payments or distributions from the Trust
                under the provisions of the Plan;

       (f)      To furnish the Employer with such information relating
                to the Plan as may be required by it for tax or other
                purposes;

       (g)      To employ agents, attorneys, accountants, actuaries or
                other persons, and to allocate or delegate to them such
                powers, rights and duties as it considers appropriate
                for the proper administration of the Plan;

       (h)      To initiate such amendments to the Plan as may be in
                substance authorized by the Board of Directors of the
                Company;

       (i)      To make equitable adjustments for any mistakes or
                errors made in the administration of the Plan;

       (j)      To request an audit of the Trust to be made at
                reasonable times (but at least annually) by a certified
                public accountant, subject to the approval of the
                Company.

       The Committee shall have such further powers and duties as may
       be elsewhere specified in the Plan or trust agreement between
       the Company and the Trustee.

                                    46
<PAGE> 53

21.3.  Benefit Payments.
-----------------------

       The Committee shall direct the Trustee, either in writing or
       orally with written confirmation, to make payments from the
       Trust to Participants and Beneficiaries in accordance with the
       Plan.  Written directions to the Trustee shall contain such
       information as may reasonably be required by the Trustee for
       this purpose.

21.4.  Committee Officers.
-------------------------

       The Board of Directors of the Company shall appoint a Chairman
       from among the members of the Committee, and the Committee
       shall select a Secretary who may, but need not be, a member
       of the Committee.

21.5.  Committee Actions.
------------------------

       The Committee shall act by a majority of its members, subject
       to the following:

       (a)      The Committee may delegate authority to a specific
                member(s) of the Committee to carry out such duties as
                the Committee may assign;

       (b)      A member of the Committee may by writing delegate any
                or all his rights, powers, duties and discretions to
                any other member of the Committee, with the consent of
                the latter;

       (b)      The Committee may retain counsel, employ agents, and
                provide for such clerical and accounting services as it
                may require to administer the Plan; and

       (c)      When there is an even division of opinion among the
                members of the Committee as to a matter, the Board of
                Directors of the Company shall decide the matter.

       The actions of the Committee must be taken at a meeting or in
       writing without a meeting.  Three (3) members of the Committee
       shall constitute a quorum, but the concurrence of at least
       three (3) members shall be necessary for any action.

21.6.  Committee Member Who is Participant.
------------------------------------------

       If a member of the Committee is a Participant, he may not
       decide any matter relating to his participation or Plan
       Account or how his Plan Account or any portion thereof is to
       be paid to him that he would not have the right to decide were
       he not a member of the Committee, and he shall not receive any
       compensation for his services in the administration of the
       Plan.

21.7.  Resignation or Removal.
-----------------------------

       A member of the Committee may resign at any time by giving
       thirty (30) days advance written notice to the Board of
       Directors of the Company and to each other Committee member.
       The Company may remove a member of the Committee with or
       without cause by giving advance written notice to such member
       and each other member of the Committee.

       A member of the Committee who is an Employee shall cease to
       be a member of the Committee as of the date his employment
       with the Employer terminates for any reason unless the Board
       of Directors of the Company acts to continue him as a member.

                                    47
<PAGE> 54

21.8.  Information Required from Employer.
-----------------------------------------

       The Employer shall furnish the Committee with such data and
       information as the Committee deems appropriate to administer
       the Plan.  The records of the Employer as to an Employee's
       period(s) of employment and Compensation, shall be conclusive
       on all persons unless determined by the Committee to be
       clearly incorrect.

21.9.  Information Required from Employees.
------------------------------------------

       Each person entitled to benefits under the Plan must furnish
       the Committee from time to time in writing such person's post
       office address, each change of post office address, and such
       other data and information as the Committee deems appropriate
       to administer the Plan.   Any communication, statement or
       notice addressed to any person at the last post office address
       filed with the Committee shall be binding upon such person for
       all purposes of the Plan.

21.10. Uniform Rules and Administration.
---------------------------------------

       The Committee shall administer the Plan on a reasonable and
       nondiscriminatory basis and shall apply uniform rules to all
       persons similarly situated.




                                    48
<PAGE> 55
                                     Article 22
                                     ----------

                                  Claims Procedure
                                  ----------------

22.1.  Written Claim for Benefits.
---------------------------------

       A Participant, Beneficiary or any other person who believes
       that he is entitled to, but has been improperly denied, a
       distribution or benefit under the Plan may file a claim for
       such distribution or benefit with the Committee.  Such claim
       must be filed on such form and with such documentation as the
       Committee shall prescribe.

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

       The Committee shall consider all properly filed claims for
       distribution or benefit and shall notify the claimant in
       writing within sixty (60) days of receipt of the claim as to
       whether the claim is allowed or denied.

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

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

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

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

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

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

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

       A claimant who receives notice that his claim for distribution
       or benefit is denied in whole or in part may, within sixty
       (60) days after the receipt of the notice, apply to the
       Committee for a review of the decision.  Such application must
       be made on a form provided by the Committee for this purpose.

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

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

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

       The Committee shall notify the claimant in writing within
       sixty (60) days of the later of the receipt of the application
       for review or the receipt of written comments and issues from
       the claimant as to whether the claim is allowed or denied.
       If the application is denied, the written notice informing the
       claimant of the denial shall include the information specified
       in Section 22.2.

                                    49
<PAGE> 56

22.4.  Review Decisions Final.
-----------------------------

       A decision by the Committee on an application for review shall
       be final and binding on all parties.




                                    50
<PAGE> 57
                                     Article 23
                                     ----------

                            Change-in-Control Provisions
                            ----------------------------

23.1.  Restriction in Case of Change-in-Control.
-----------------------------------------------

       Any contrary provision of the Plan notwithstanding, in the
       event of a Change-in-Control of the Company, the unvested
       portion of a Participant's Account shall immediately become
       100% non-forfeitable.

23.2.  Change-in-Control.
------------------------

       For purposes of this Article, a "Change-in-Control" means the
       merger or consolidation of the Company with or into another
       corporation as the result of which the Company is not the
       continuing or surviving corporation; the sale or other
       disposition of all or substantially all of the assets of the
       Company (including the exchange of such assets for the
       securities of another corporation); the acquisition by another
       person of 50% or more of the Company's then outstanding shares
       of voting stock; the recapitalization, reclassification,
       liquidation or dissolution of the Company; or other
       transaction involving the Company pursuant to which the common
       stock of the Company would be converted into cash, securities
       or other property.




                                    51
<PAGE> 58
                                     Article 24
                                     ----------

                                 Adopting Employers
                                 ------------------

24.1.  Participation in Plan.
----------------------------

       Any Employer may, with the consent of the Board of Directors
       of the Company, become a party to this Plan by adopting the
       Plan as its defined contribution plan for its employees.  Upon
       the filing with the Trustee of a certified copy of the
       resolutions or other document evidencing adoption of the Plan
       and a written instrument showing the consent of the Board of
       Directors of participation of such Employer, it shall
       thereupon be included in the Plan as an Adopting Employer.
       The Board of Directors shall, subject to applicable law,
       designate the extent, if any, to which the Employees of the
       Employer may be recognized for service credit with the
       predecessor companies prior to the date of such adoption for
       purposes of the Plan.  Any contributions by any Employer shall
       be held by the Trustee subject to the terms and provisions of
       the Plan and of the Trust Agreement.

24.2.  Withdrawal of Participation in Plan.
------------------------------------------

       Upon any voluntary withdrawal by an Adopting Employer (after
       giving written notice of intention to withdraw to the
       Investment Committee), the Investment Committee shall
       determine that portion of the Trust Fund allocable to the
       Participants and their Beneficiaries thereby affected,
       consistent with the provisions of ERISA and the regulations
       thereunder.  Subject to the provisions of ERISA and
       regulations thereunder, the Investment Committee shall then
       instruct the Trustee to set aside from the trust assets then
       held by it, such security and other property as it shall, with
       the approval of the Investment Committee, deem to be equal in
       value to the portion of the Trust Fund so allocable to the
       withdrawing Employer.  The Investment Committee shall direct
       the Trustee, subject to the provisions of ERISA and
       regulations thereunder, either (1) to hold such assets so set
       aside and to apply same for the exclusive benefit of the
       Participants and Beneficiaries so affected on the same basis
       as if the Trust Fund had been terminated pursuant to Section
       19.2 upon the date of such withdrawal, or (2) to deliver such
       assets to trustees to be selected by such withdrawing
       Employer.

                                    52
<PAGE> 59
                                     Article 25
                                     ----------

                                 General Provisions
                                 ------------------

25.1. Prohibited Inurement.
--------------------------

       The principal or income of the Trust shall not be paid or
       revert to the Employer or be used for any purpose other than
       the exclusive benefit of the Participants and Beneficiaries
       and the payment of the reasonable and necessary expenses of
       the Trust.

       This Section shall not prohibit the return, upon demand of the
       Employer, of a contribution made by the Employer to the Trust
       if:

       (a)      The contribution is made as a result of a mistake of
                fact and the return is within one year of the payment
                of the contribution; or

       (b)      The deduction for the contribution is disallowed under
                Code Section 404 and the return (to the extent that a
                deduction is disallowed) is within one year of the
                disallowance.

       Any contribution returned to the Employer under this Section
       shall be reduced by any portion of such contribution that
       previously was distributed and by any losses of the Trust
       allocable to such contribution.

       In no event shall the return of any contribution cause any
       Participant's Plan Account balance to be less than the amount
       of such balance had the contribution not been made.

25.2.  No Employment Rights.
---------------------------

       The Plan is not a contract of employment, and participation
       in the Plan shall not confer upon any Employee the right to
       be retained in the employ of the Employer.

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

       Subject to Code Section 401(a)(13)(B), and except as may be
       required by application of the withholding provisions of the
       Code or of any state's tax laws, no benefit or interest under
       the Plan shall be subject to assignment or alienation, either
       voluntary or involuntary.  Payment of benefits to an alternate
       payee under a qualified domestic relations order meeting the
       requirements of Code Section 414(p) shall be made on the
       earliest date allowed under the domestic relations order,
       which date may be prior to the time the Participant would be
       eligible to receive a distribution under the terms of the
       Plan.

25.4.  Absence of Guarantee.
---------------------------

       Benefits under the Plan shall be paid only out of the Trust
       and the Employer has no legal obligation or liability to make
       any direct payment of benefits due under the Plan.  Neither
       the Investment Committee nor the Employer in any way
       guarantees the Trust from loss or depreciation, nor in any way
       guarantees any payment to any person except as may be required
       under law.

                                    53
<PAGE> 60

25.5.  Actions by Employer.
--------------------------

       Any action taken by any corporation that makes up the Employer
       with respect to the Plan shall be by resolution of its Board
       of Directors or by a person or persons authorized by
       resolution of its Board of Directors.

25.6.  Insurance.
----------------

       To the extent provided in resolutions of the Board of the
       Directors of the Company that are in effect on the Effective
       Date, the Employer shall indemnify, or purchase insurance for,
       any officer, director, Employee, member of the Investment
       Committee, or the Committee to protect such person against
       liabilities arising from actions for omissions under this
       Plan.  The Company shall notify the Investment Committee and
       the Committee promptly upon the modification or termination
       of such resolutions as they may apply to the Investment
       Committee, the Committee and its members.

25.7.  Expenses.
---------------

       To the extent not paid by the Employer, all costs of Plan
       administration shall be paid by the Trustee out of Trust
       assets and shall be allocated among all Plan Accounts in an
       equitable manner determined by the Investment Committee.

25.8.  Facility of Payment.
--------------------------

       If any person entitled to receive any benefit payment under
       the Plan is, in the sole judgment of the Committee, under a
       legal disability or is incapacitated in such a way as to be
       unable to handle his financial affairs, the Committee may
       cause all payments due to such person to be made for the
       benefit of such person to any other person designated by the
       Committee.  Any such payment shall operate as a complete
       discharge to the Employer, the Investment Committee, the
       Committee, and the Trustee.

25.9.  Missing Participants.
---------------------------

       The Committee need not search for or locate any Participant
       or Beneficiary.  If the Committee notifies a Participant or
       Beneficiary that he is entitled to a benefit, and such person
       fails to file a claim for benefit or otherwise make his
       whereabouts known to the Committee within a reasonable period
       of time after the notification, the payment to which he is
       entitled shall be disposed of in an equitable manner as
       permitted by law.  Notification by the Committee mailed to the
       last post office address filed with the Committee shall be
       sufficient notice of benefit entitlement for this purpose.

25.10. Applicable Law.
---------------------

       The Plan shall be governed by the internal laws of the state
       of Missouri to the extent that federal law does not preempt
       such laws.

                                    54
<PAGE> 61

       IN WITNESS WHEREOF, the Company has caused this Amendment No. 1
to be executed this ----- day of --------------------, 1996.

ATTEST:                                       THE EARTHGRAINS COMPANY


                                              By:
-------------------------                        -------------------------

                                              Title:
                                                    ----------------------



                                    55
<PAGE> 62
                                     Appendix A
                                     ----------

                      Identifying Highly Compensation Employees
                      -----------------------------------------

A.1.  Introduction.
------------------

       This Appendix applies to determine the identity of Highly
       Compensated Employees for a Plan Year.

       To the extent that this Appendix does not contain all rules
       in Code Section 414(q) (and the regulations thereunder) that
       apply for this purpose, such rules are incorporated herein by
       reference and shall supplement this Appendix.

A.2.  Highly Compensated Employee.
---------------------------------

       An Employee is a "Highly Compensated Employee" for a Plan Year
       if he performs services for the Employer during the Plan Year
       and any of the following conditions is satisfied:

       (a)    The Employee is a five percent (5%) owner of any
              corporation that makes up the Employer at any time
              during the prior Plan Year or current Plan Year;

       (b)    The Employee received Compensation of more than $50,000
              (or such greater amount in effect under Code Section
              414(q)(1)(C)) for the prior Plan Year and was a member
              of the group consisting of the top twenty percent (20%)
              of the Employees when ranked by Compensation:

       (c)    The Employee received Compensation of more than $75,000
              (or such greater amount in effect under Code Section
              414(q)(1)(B)) for the prior Plan Year;

       (d)    The Employee received Compensation of more than $45,000
              (or such greater amount as equals fifty percent (50%) of
              the amount in effect under Code Section 415(b)(1)(A))
              for the prior Plan Year and was an officer of the
              Employer at any time during such year.

       An Employee also is a Highly Compensated Employee for the
       current Plan Year if he is one of the top 100 Employees when
       ranked by Compensation received for the current Plan Year and
       is described in (b), (c) or (d) when such paragraphs are
       applied based on the current Plan Year (determined based on
       the applicable dollar limitations identified above that are
       in effect for the current Plan Year).

       In determining whether an Employee is a Highly Compensated
       Employee, the rules contained in Code Section 414(q)(6) shall
       apply.

A.3.  Employee Percentages.
--------------------------

       To determine the number of Employees for purposes of A.2(b),
       all Employees who perform services for the Employer during a
       Plan Year shall be counted as Employees except the following:

       (a)    An Employee who has not completed six (6) months of
              service by the end of the Plan Year (including service
              completed in the immediately preceding Plan Year);

       (b)    An Employee who normally works less than seventeen and
              one-half (17-1/2) hours per week;

       (c)    An Employee who normally works less than six (6) months
              during any Plan Year;

                                    A-1
<PAGE> 63

       (d)    An Employee who has not attained age twenty-one (21) by
              the end of the Plan Year.

       The Employer can modify the exclusions under (a), (b), (c) or
       (d) above by substituting any shorter period of service or
       lower age than that specified; provided that such modification
       must be made on a uniform and consistent basis for all
       employee benefit plans maintained by the Employer.

A.4.  Special Rules for Officers.
--------------------------------

       To determine whether an Employee is a Highly Compensated
       Employee by reason of his position as an officer of a
       corporation that makes up the Employer, the following rules
       apply:

       (a)    No more than fifty (50) Employees shall be treated as
              officers; and

       (b)    If for any year no officer is described in A.2(d) above,
              then the highest paid officer shall be treated as a
              Highly Compensated Employee.

       If the number of Employees who are treated as officers is
       limited under (a) above, then the officers with the greatest
       Compensation for the year shall be treated as Highly
       Compensated Employees.

A.5.  Tie-Breaking Elections.
----------------------------

       To determine the identity of Highly Compensated Employees, the
       Employer shall adopt rounding and tie-breaking rules that are
       reasonable, nondiscriminatory, and uniformly and consistently
       applied.



                                    A-2
<PAGE> 64
                                     Appendix B
                                     ----------

                               Service Crediting Rules
                               -----------------------

B.1.  Introduction.
------------------

       This Appendix applies to determine the Hours of Service of an
       Employee for purposes of the Plan.

       To the extent that this Appendix does not contain all rules
       in section 2530.200b-2 of the Code of Federal Regulations that
       apply for this purpose, such rules are incorporated herein by
       reference and shall supplement this Appendix.

B.2.  Hours of Service.
----------------------

       An Employee shall be credited with an Hour of Service for each
       of the following:

       (a)    Each hour for which he is paid, or entitled to a
              payment, by the Employer for a period during which he
              performs services for the Employer;

       (b)    Each hour for which he is paid, or entitled to a
              payment, by the Employer for a period during which he
              does not perform services for the Employer (irrespective
              of whether the employment relationship has terminated)
              due to vacation, holiday, illness, incapacity, layoff,
              jury duty, military duty, or leave of absence;

       (c)    Each hour for which he is awarded back pay or for which
              the Employer agrees to back pay (irrespective of the
              mitigation of damages) unless an hour has been credited
              for the same period under (a) or (b) above; and

       (d)    In the case of an Employee (or former Employee) who is
              on an authorized leave of absence or on active duty with
              any branch of the military service of the United States
              and who is not directly or indirectly paid or entitled
              to payment by the Employer during such period, an Hour
              of Service is every regular working hour of every
              regular working day for which such person would have
              been credited with an Hour of Service (based on his
              normal work schedule in effect at the time of the
              beginning of such leave or military service) had he been
              actively at work during the period of such leave or
              military service, but only if such person returns to
              work at the end of such leave or (in the case of
              military service) during the period in which his
              reemployment rights are protected by Federal law.

       Hours credited under (c) shall be credited for the period to
       which the award or agreement pertains rather than the period
       in which the award, agreement or payment is made.



                                    B-1
<PAGE> 65
                                     Appendix C
                                     ----------

                           Excess After-Tax Contributions
                           ------------------------------

C.1.  Introduction.
------------------

       This Appendix applies for the following purposes:

       (a)    To determine the After-Tax Contribution Percentage for
              each group of Participants specified in Section 4.3; and

       (b)    To determine the proper correction method if Section 4.3
              is not satisfied for the Plan Year.

       To the extent that this Appendix does not contain all rules
       in Code Section 401(m) (and the regulations thereunder) that
       apply for this purpose, such rules are incorporated herein by
       reference and shall supplement this Appendix.

C.2.  After-Tax Contribution Percentage.
---------------------------------------

       The following definitions apply for purposes of Section 4.3
       and this Appendix:

       (a)    The "After-Tax Contribution Percentage" ("ACP") for a
              group of Participants is the average of the After-Tax
              Contribution Ratios of each Participant in the group.

       (b)    The "After-Tax Contribution Ratio" ("ACR") of a
              Participant is the ratio determined by dividing his
              After-Tax Contributions for the Plan Year by his
              Compensation.

       For purposes of this Section, a Participant's Compensation is
       the Compensation he received for that portion of the Plan Year
       during which he was a Participant.  Thereafter, a
       Participant's Compensation is the Compensation he received for
       the full Plan Year, including periods during the Plan Year
       during which he was not a Participant.

C.3.  Excess After-Tax Contributions.
------------------------------------

       If Section 4.3 is not satisfied for a Plan Year, then some or
       all Highly Compensated Employees shall have made an excess
       After-Tax Contribution for the Plan Year.

       The amount of the excess After-Tax Contribution of a Highly
       Compensated Employee shall be determined as follows:

       (a)    The ACR of the Highly Compensated Employee with the
              highest ACR is reduced as necessary to satisfy Section
              4.3, or cause the ACR of such Highly Compensated
              Employee to equal the ACR of the Highly Compensated
              Employee with the next highest ACR.

       (b)    The process in (a) is repeated as necessary to satisfy
              Section 4.3.

       The excess After-Tax Contribution of a Participant is equal
       to the dollar amount represented by the reduction in his ACR
       caused by the application of the above rules.

                                    C-1
<PAGE> 66

C.4.  Distribution of Excess.
----------------------------

       The Committee shall cause to distribute the excess After-Tax
       Contribution of each Highly Compensated Employee (plus the
       gain or minus the loss allocable thereto) to satisfy Section
       4.3. The distribution shall be made by the last day of the
       Plan Year following the Plan Year in which the excess After-
       Tax Contribution was made.

       Amounts distributed under this Appendix shall be debited to
       the Participant's After-Tax Contribution Cash Account, and
       shall be drawn from each Investment Fund in which such account
       is invested in proportion to the amount invested in each such
       fund immediately after the Valuation Date that precedes the
       date of the distribution.

       Amounts distributed under this Appendix shall not include any
       part of any Employer Matching Contribution attributable to
       excess After-Tax Contributions.  Employer Matching
       Contributions attributable to excess After-Tax Contributions
       shall be forfeited and shall be applied in accordance with the
       provisions of Section 11.3.

C.5.  Gain (Loss) on Distributions.
----------------------------------

       The gain (or loss) allocable to an excess After-Tax
       Contribution distributed under this Appendix is equal to the
       net gain (or loss) for the Plan Year credited (or debited) to
       the Participant's After-Tax Contribution Cash Account
       multiplied by a fraction, the numerator of which is the dollar
       amount of the excess After-Tax Contribution and the
       denominator of which is the balance in such account at the end
       of the Plan Year reduced by the net gain (or increased by the
       net loss) credited (or debited) to such account for the Plan
       Year.

C.6.  Multiple Use Test.
-----------------------

       After the excess After-Tax Contribution (determined under this
       Appendix), and the excess Before-Tax Contribution (determined
       under Appendix E), has been determined for each Highly
       Compensated Employee, the "multiple use test" specified in
       regulations adopted under Code Section 401(m) shall be applied
       by comparing the ACP for each group of Participant's specified
       in Section 4.3 with the Before-Tax Contribution Percentage (as
       determined under Appendix E) for each group of Participants
       specified in Section 5.4. If the multiple use test is not
       satisfied for a Plan Year, then some or all Highly Compensated
       Employees shall be considered to have made an additional
       excess After-Tax Contribution for the Plan Year.  The amount
       of the additional excess After-Tax Contribution shall be
       determined in accordance with the process specified in C.4,
       which shall be applied as necessary to satisfy the multiple
       use test.  The Committee shall cause to distribute the
       additional excess After-Tax Contribution of each Highly
       Compensated Employee (plus the gain or minus the loss
       allocable thereto) as specified above in this Appendix.

       For purposes of applying the multiple use test specified
       herein, the ACP for the group of Highly Compensated Employees
       shall be determined by disregarding the excess After-Tax
       Contribution of each such Highly Compensated Employee as
       determined under this Appendix without regard to this C.7, and
       the Before-Tax Contribution Percentage for the group of Highly
       Compensated Employees shall be determined by disregarding the
       excess Before-Tax Contribution of each such Highly Compensated
       Employee as determined under Appendix E (including the excess
       Before-Tax Contribution which results from applying the
       multiple use test specified in Appendix E).



                                    C-2
<PAGE> 67
                                     Appendix D
                                     ----------

                                  Excess Deferrals
                                  ----------------

D.1.  Introduction.
------------------

       This Appendix applies if the elective deferrals (as defined
       in Code Section 402(g)(3)) of a Participant exceed $9,500 (or
       such greater amount in effect under Code Section 402(g)(1))
       and the Participant requests that a corrective distribution
       of the excess be made from under this Plan.

       To the extent that this Appendix does not contain all rules
       in Code Section 402(g) (and the regulations thereunder) that
       apply for this purpose, such rules are incorporated herein by
       reference and shall supplement this Appendix.

D.2.  Request and Distribution.
------------------------------

       A Participant may request that a corrective distribution of
       excess deferrals be made from the Trust Fund by filing a
       request with the Committee on a form provided by the Committee
       for this purpose, subject to the following:

       (a)    The request must be filed no later than March 1
              following the calendar year in which the Participant
              made the excess deferrals;

       (b)    The request must specify the amount of the excess
              deferral that the Participant attributes to the Plan;
              and

       (c)    The Participant must certify that the amount requested
              is an excess deferral or provide such evidence as is
              required by the Committee to establish that the amount
              request is in fact an excess deferral.

       The Committee shall promptly review each request and, if it
       approves the request, shall instruct the Trustee to distribute
       the requested amount (plus the gain or minus the loss
       allocable thereto) to the Participant not later than the
       April 15 after the request is filed.  In the event the
       elective deferrals of a Participant exceed the amount
       specified in D.1. and the Participant does not request a
       corrective distribution of such excess deferrals, such
       Participant shall be deemed to have made such request for
       distribution of such excess deferrals so that such amounts can
       be distributed to such Participant.

       Amounts distributed under this Appendix shall be debited to
       the Participant's Before-Tax Contribution Cash Account, and
       shall be drawn from each Investment Fund in which such account
       is invested in proportion to the amount invested in each such
       fund immediately after the Valuation Date that precedes the
       date of the distribution.

D.3.  Income on Distributions.
-----------------------------

       The gain (or loss) allocable to an excess deferral distributed
       under this Appendix is equal to the net gain (or loss) for the
       Plan Year credited (or debited) to the Participant's Before-
       Tax Contribution Cash Account multiplied by a fraction, the
       numerator of which is the dollar amount of the excess deferral
       and the denominator of which is the balance in such account
       at the end of the Plan Year reduced by the net gain (or
       increased by the net loss) credited (or debited) to such
       account for the Plan Year.

                                    D-1
<PAGE> 68

D.4.  No Distribution Within the Year.
-------------------------------------

       No corrective distributions of excess deferrals shall be made
       before the end of the Plan Year in which the deferrals were
       made.


                                    D-2
<PAGE> 69
                                     Appendix E
                                     ----------

                           Excess Before-Tax Contributions
                           -------------------------------

E.1.  Introduction.
------------------

       This Appendix applies for the following purposes:

       (a)    To determine the Before-Tax Contribution Percentage for
              each group of Participants specified in Section 5.4; and

       (b)    To determine the proper correction method if Section 5.4
              is not satisfied for the Plan Year.  To the extent that
              this Appendix does not contain all rules in Code Section
              401(k) (and the regulations thereunder) that apply for
              this purpose, such rules are incorporated herein by
              reference and shall supplement this Appendix.

E.2.  Before-Tax Contribution Percentage.
----------------------------------------

       The following definitions apply for purposes of Section 5.4
       and this Appendix:

       (a)    The "Before-Tax Contribution Percentage" ("BCP") for a
              group of Participants is the average of the Before-Tax
              Contribution Ratios of each Participant in the group.

       (b)    The "Before-Tax Contribution Ratio" ("BCR") of a
              Participant is the ratio determined by dividing his
              Before-Tax Contributions for the Plan Year (disregarding
              any Elective Contributions distributed or that will be
              distributed under Appendix D) by his Compensation.

       For purposes of this Section, a Participant's Compensation is
       the Compensation he received for that portion of the Plan Year
       during which he was a Participant.  Thereafter, a
       Participant's Compensation is the Compensation he received for
       the full Plan Year, including periods during the Plan Year
       during which he was not a Participant.

E.3.  Before-Tax Elective Contributions.
---------------------------------------

       If Section 5.4 is not satisfied for a Plan Year, then some or
       all Highly Compensated Employees shall have made an excess
       Before-Tax Contribution for the Plan Year.

       The amount of the excess Before-Tax Contribution of a Highly
       Compensated Employee is determined as follows:

       (a)    The BCR of the Highly Compensated Employee with the
              highest BCR is reduced as necessary to satisfy Section
              5.4, or cause the BCR of such Highly Compensated
              Employee to equal the BCR of the Highly Compensated
              Employee with the next highest BCR.

       (b)    The process in (a) is repeated as necessary to satisfy
              Section 5.4.

       The excess Before-Tax Contribution of a Participant is equal
       to the dollar amount represented by the reduction in his BCR
       caused by the application of the above rules.

                                    E-1
<PAGE> 70

E.4.  Distribution of Excess.
----------------------------

       The Committee shall cause to distribute the excess Before-Tax
       Contribution of each Highly Compensated Employee (plus the
       gain or minus the loss allocable thereto) to satisfy Section
       5.4. The distribution shall be made by the last day of the
       Plan Year following the Plan Year in which the excess Before-
       Tax Contribution was made.

       Amounts distributed under this Appendix shall be debited to
       the Participant's Before-Tax Contribution Cash Account, and
       shall be drawn from each Investment Fund in which such account
       is invested in proportion to the amount invested in each such
       fund immediately after the Valuation Date that precedes the
       date of the distribution.

       Amounts distributed under this Appendix shall not include any
       part of any Employer Matching Contribution attributable to
       excess Before-Tax Contributions.  Employer Matching
       Contributions attributable to excess Before-Tax Contributions
       shall be forfeited and shall be applied in accordance with the
       provisions of Section 11.3.

E.5.  Gain (Loss) on Distributions.
----------------------------------

       The gain (or loss) allocable to an excess Before-Tax
       Contribution distributed under this Appendix is equal to the
       net gain (or loss) for the Plan Year credited (or debited) to
       the Participant's Before-Tax Contribution Cash Account
       multiplied by a fraction, the numerator of which is the dollar
       amount of the excess Before-Tax Contribution and the
       denominator of which is the balance in such account at the end
       of the Plan Year reduced by the net gain (or increased by the
       net loss) credited (or debited) to such account for the Plan
       Year.

E.6.  Multiple Use Test.
-----------------------

       After the excess Before-Tax Contribution (determined under
       this Appendix), and the excess Matching Contribution
       (determined under Appendix F), has been determined for each
       Highly Compensated Employee, the "multiple use test" specified
       in regulations adopted under Code Section 401(m) shall be
       applied by comparing the BCP for each group of Participant's
       specified in Section 5.4 with the Matching Contribution
       Percentage (as determined under Appendix F) for each group of
       Participants specified in Section 6.4. If the multiple use
       test is not satisfied for a Plan Year, then some or all Highly
       Compensated Employees shall be considered to have made an
       additional excess Before-Tax Contribution for the Plan Year.
       The amount of the additional excess Before-Tax Contribution
       shall be determined in accordance with the process specified
       in E.3, which shall be applied as necessary to satisfy the
       multiple use test.  The Committee shall cause to distribute
       the additional excess Before-Tax Contribution of each Highly
       Compensated Employee (plus the gain or minus the loss
       allocable thereto) as specified above in this Appendix.

       For purposes of applying the multiple use test specified
       herein, the BCP for the group of Highly Compensated Employees
       shall be determined by disregarding the excess Before-Tax
       Contribution of each such Highly Compensated Employee as
       determined under this Appendix without regard to this E.6.



                                    E-2
<PAGE> 71
                                     Appendix F
                                     ----------

                            Excess Matching Contributions
                            -----------------------------

F.1.  Introduction.
------------------

       This Appendix applies for the following purposes:

       (a)    To determine the Matching Contribution Percentage for
              each group of Participants specified in Section 6.3; and

       (b)    To determine the proper correction method if Section 6.3
              is not satisfied for the Plan Year.

       To the extent that this Appendix does not contain all rules
       in Code Section 401(m) (and the regulations thereunder) that
       apply for this purpose, such rules are incorporated herein by
       reference and shall supplement this Appendix.

F.2.  Matching Contribution Percentage.
--------------------------------------

       The following definitions apply for purposes of Section 6.3
       and this Appendix:

       (a)    The "Matching Contribution Percentage" ("MCP") for a
              group of Participants is the average of the Matching
              Contribution Ratios of each Participant in the group.

       (b)    The "Matching Contribution Ratio" ("MCR") of a
              Participant is the ratio determined by dividing his
              Matching Contributions for the Plan Year by his
              Compensation.

       For purposes of this Section, a Participant's Compensation is
       the Compensation he received for that portion of the Plan Year
       during which he was a Participant.  Thereafter, a
       Participant's Compensation is the Compensation he received for
       the full Plan Year, including periods during the Plan Year
       during which he was not a Participant.

F.3.  Excess Matching Contributions.
-----------------------------------

       If Section 6.3 is not satisfied for a Plan Year, then some or
       all Highly Compensated Employees shall have received an excess
       Matching Contribution for the Plan Year.

       The amount of the excess Matching Contribution received by a
       Highly Compensated Employee is determined as follows:

       (a)    The MCR of the Highly Compensated Employee with the
              highest MCR is reduced as necessary to satisfy Section
              6.3, or cause the MCR of such Highly Compensated
              Employee to equal the MCR of the Highly Compensated
              Employee with the next highest MCR.

       (b)    The process in (a) is repeated as necessary to satisfy
              Section 6.3.

       The excess Matching Contribution received by a Participant is
       equal to the dollar amount represented by the reduction in his
       MCR caused by the application of the above rules.

                                    F-1
<PAGE> 72

F.4.  Distribution of Excess.
----------------------------

       The Committee shall cause to distribute the excess Matching
       Contribution received by each Highly Compensated Employee
       (plus the gain or minus the loss allocable thereto) to satisfy
       Section 6.3. The distribution shall be made by the last day
       of the Plan Year following the Plan Year for which the excess
       Matching Contribution was received.

       Amounts distributed under this Appendix shall be debited first
       to the Participant's ESOP Diversification Cash Account (from
       the segregated portion thereof that reflects the proceeds from
       the liquidation of Company Shares credited to the
       Participant's Matching Contribution Stock Account), to the
       extent of the balance of such account, and thereafter to the
       Participant's Matching Contribution Cash Account.  Amounts
       debited to the Participant's ESOP Diversification Cash Account
       shall be drawn from each Investment Fund in which such account
       is invested in proportion to the amount invested in each such
       fund immediately after the Valuation Date that precedes the
       date of the distribution.  If a Participant's Matching
       Contribution Cash Account is not sufficient to provide any
       required payment under this Section, first Company Shares
       reflected in the Cash Purchase Fund and thereafter Company
       Shares reflected in the Loan Purchase Fund shall be converted
       to cash to provide for the required payment.

F.5.  Gain (Loss) on Distributions.
----------------------------------

       The gain (or loss) allocable to an excess Matching
       Contribution distributed under this Appendix is equal to the
       net gain (or loss) for the Plan Year credited (or debited) to
       the Participant's Matching Cash Account multiplied by a
       fraction, the numerator of which is the dollar amount of the
       excess Matching Contribution and the denominator of which is
       the balance in such account at the end of the Plan Year
       reduced by the net gain (or increased by the net loss)
       credited (or debited) to such account for the Plan Year.


                                    F-2
<PAGE> 73
                                     Appendix G
                                     ----------

                                Top-Heavy Provisions
                                --------------------

G.1.  Introduction.
------------------

       This Appendix applies to determine whether the Plan is a Top-
       Heavy Plan for a Plan Year.

       To the extent that this Appendix does not contain all rules
       in Code Section 416 (and the regulations thereunder) that
       apply for this purpose, such rules are incorporated herein by
       reference and shall supplement this Appendix.

G.2.  Top-Heavy Plan.
--------------------

       For purposes of Section 6.4 and this Appendix, the Plan is
       Top-Heavy for a Plan Year if, as of the determination date,
       the adjusted accrued benefit of key-employees under all
       qualified plans within the aggregation group is more than
       sixty percent (60%) of the adjusted accrued benefit of all
       non-key employees under all qualified plans within the
       aggregation group.

G.3.  Key-Employees; Non-Key Employees.
--------------------------------------

       A "key-employee" is any Employee who at any time during the
       Plan Year or any of the four (4) preceding Plan Years was:

       (a)    An officer of any corporation that makes up the Employer
              with Compensation of more than fifty percent (50%) of
              the amount in effect under Code Section 415(b)(1)(A) for
              such Plan Year, provided that no more than fifty (50)
              Employees shall be treated as officers;

       (b)    One of the ten (10) Employees with Compensation of more
              than the amount in effect under Code Section
              415(c)(1)(A) for the Plan Year who owns the largest
              interest in the Employer, provided that an Employee who
              owns not more than a one-half percent (1/2%) interest in
              value shall not be counted, and if two (2) Employees
              have the same interest, the Employee with the greater
              Compensation for the Plan Year shall be treated as
              owning a larger interest;

       (c)    A five percent (5%) owner of any corporation that makes
              up the Employer; and

       (d)    A one percent (1%) owner of any corporation that makes
              up the Employer with Compensation for the Plan Year of
              more than $150,000.

       A "non-key employee" is any Employee who is not a key-
       employee.

G.4.  Determination Date.
------------------------

       The "determination date" is the last day of the immediately
       preceding Plan Year.

                                    G-1
<PAGE> 74

G.5.  Adjusted Accrued Benefit.
------------------------------

       The "adjusted accrued benefit" of an Employee is the sum of
       the Employee's adjusted account balance under this Plan plus
       his adjusted accrued benefit under any other qualified plan
       within the aggregation group in which the Employee
       participates or has participated.

       An Employee's "adjusted account balance" under this Plan is
       his Account balance as of the determination date, adjusted as
       follows:

       (a)    The Employee's Plan Account is increased by the total
              amount of all distributions made from the Account during
              the five (5) year period ending on the determination
              date;

       (b)    The Employee's Plan Account is disregarded if he has not
              performed services for the Employer at any time during
              the five (5) year period ending on the determination
              date;

       (c)    The Employee's Plan Account is disregarded if he was a
              key-employee for a prior Plan Year but is not a key-
              employee for the current Plan Year;

       (d)    The Employee's Plan Account does not include the amount
              of any contribution actually paid to the Trust Fund
              after the determination date (except with respect to the
              first Plan Year); and

       (e)    The Employee's Plan Account is increased or decreased by
              the amount of any rollover or transfer in which the Plan
              is the recipient or distributor as provided in Code
              Section 416(g)(4)(A).

       An Employee's adjusted accrued benefit under each other
       qualified plan within the aggregation group shall be
       determined under such plan and Code Section 416.

G.6.  Aggregation Group.
-----------------------

       The "aggregation group" includes the following qualified
       plans:

       (a)    Each qualified plan of the Employer in which a key-
              employee participated in the Plan Year containing the
              determination date or any of the four (4) preceding Plan
              Years;

       (b)    Each qualified plan of the Employer which enabled a plan
              described in (a) to satisfy the requirements of Code
              Section 401(a)(4) or 410; and

       (c)    At the election of the Employer, any qualified plan of
              the Employer that is not described in (a) or (b) but
              that satisfies the requirements of Code Sections
              401(a)(4) or 410 when considered together with such
              plans.

       The plans described in (a) and (b) together constitute the
       "required aggregation group."  The plans described in (a), (b)
       and (c) together constitute the "permissive aggregation
       group."

G.7.  Adjustment to Benefit Limitations.
---------------------------------------

       If the Plan is Top-Heavy for a Plan Year and, as of the
       determination date, the adjusted accrued benefit of key-
       employees under all qualified plans within the aggregation
       group is more than ninety percent (90%) of the adjusted
       accrued benefit of all non-key-employees under all qualified
       plans within the aggregation group then the following rules
       shall apply:

                                    G-2
<PAGE> 75

       (a)    A factor of 1.0 shall be used in the denominator of the
              defined benefit fraction and defined Contribution
              fraction used to determine the combined plan limit under
              Section 8.10 instead of a factor of 1.25; and

       (b)    A factor of three percent (3%) shall be used in
              calculating the top-heavy minimum contribution under
              Section 6.4 instead of a factor of four percent (4%).

       This Section shall apply only for Plan Years in which the
       above specified conditions exist.

                                    G-3