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                       THE EARTHGRAINS COMPANY
                        AMENDED AND RESTATED
                  NON-EMPLOYEE DIRECTOR STOCK PLAN
                  --------------------------------


     1.   Definitions
          -----------

          (a)  "Annual Meeting" - the Company's annual meeting of
     Stockholders in any year.

          (b)  "Board" - the Board of Directors of the Company.

          (c)  "Change of Control Date" - the earliest date on
     which any of the following occurs:

               (i)   Any person (as defined herein) becomes the
     beneficial owner directly or indirectly (within the meaning
     of Rule 13d-3 under the Securities Exchange Act of 1934 as
     amended ("Act")) of more than 50% of the Company's then
     outstanding voting securities (measured on the basis of
     voting power);

               (ii)  The stockholders of the Company approve a
     definitive agreement to merge or consolidate the Company with
     any other entity, other than an agreement providing for (A)
     a merger or consolidation which would result in the voting
     securities of the Company outstanding immediately prior
     thereto continuing to represent (either by remaining
     outstanding or by being converted into voting securities of
     the surviving


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     entity), in combination with the ownership of any trustee or
     other fiduciary holding securities under an employee benefit plan
     of the Company, at least 50% of the combined voting power of the
     voting securities of the Company or such surviving entity
     outstanding immediately after such merger or consolidation, or
     (B) a merger or consolidation effected to implement a
     recapitalization of the Company (or similar transaction) in which
     no Person acquires more than 50% of the combined voting power of
     the Company's then outstanding securities;

               (iii) A change occurs in the composition of the
     Board of Directors of the Company during any period of
     twenty-four consecutive months such that individuals who at
     the beginning of such period were members of the Board of
     Directors cease for any reason to constitute at least a
     majority thereof, unless the election, or the nomination for
     election by the Company's stockholders, of each new director
     was approved by a vote of at least two-thirds of the
     directors then still in office who either were directors at
     the beginning of the period or whose election or nomination
     for election was previously so approved; or

               (iv) The stockholders of the Company approve a plan
     of complete liquidation of the Company or an agreement for
     the sale or disposition by the Company of all or
     substantially all the Company's assets.


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                    For purposes of this Section, "Person" shall
     have the meaning given in Section 3(a)(9) of the Act, as
     modified and used in Sections 13(d) and 14(d) thereof;
     however, a Person shall not include (A) the Company or any of
     its Subsidiaries, (B) a trustee or other fiduciary holding
     securities under an employee benefit plan of the Company or
     any of its Subsidiaries, (C) an underwriter temporarily
     holding securities pursuant to an offering of such
     securities, or (D) a corporation owned, directly or
     indirectly, by the stockholders of the Company in
     substantially the same proportions as their ownership of
     Company stock.

          (d)  "Company" - The Earthgrains Company

          (e)  "Fees" - any annual fee, fees for attending
     meetings of the Board or committees thereof, fees for
     meetings at which less than a quorum is present, committee
     chairmanship fees and any other fees as in effect from time
     to time which become payable to a Non-Employee Director.

          (f)  "Issue Date" - each of (i) the first business day
     which is more than six months after the date of the Annual
     Meeting and (ii) the date of the Annual Meeting.

          (g)  "Non-Employee Director" - any duly elected or
     appointed member of the Board who is not an employee of the
     Company or of any Subsidiary.


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          (h)  "Plan" - the Earthgrains Company Non-Employee
     Director Stock Plan.

          (i)  "Secretary" - the duly elected Secretary of the
     Company.

          (j)  "Share" - a share of the Company's Common Stock which is
     authorized and unissued or was reacquired by the Company and is
     held in treasury.

          (k)  "Subsidiary" - an entity of which the Company (directly
     or through one or more Subsidiaries) is the beneficial owner of
     more than 50% of the entity's outstanding voting securities
     (measured on the basis of voting power).


2.   Administration
     --------------

          The Plan shall be administered by the Secretary who shall
     have the authority to construe and interpret the Plan, and to
     establish or adopt rules, regulations and forms relating to the
     administration of the Plan.  The Secretary shall have no authority
     to add to, delete from or modify the terms of the Plan, as the
     Plan shall be nondiscretionary as to the eligibility of
     participants and the timing and amounts of the grants.  Neither
     the Secretary nor any member of the Board shall be liable for any
     act or determination made in good faith.


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     3.   Purpose
          -------

          The Plan is intended to assist in attracting, retaining and
     motivating Non-Employee Directors of outstanding ability and to
     promote identification of their interests with those of the
     stockholders of the Company.


     4.   Eligibility
          -----------

          All Non-Employee Directors shall be eligible to participate
     in the Plan.  Subject to the terms and conditions of the Plan,
     Non-Employee Directors shall be entitled to receive Shares
     pursuant to each of Sections 6, 7, and 8 of the Plan.


     5.   Shares Subject to the Plan
          --------------------------

          The maximum number of Shares that may be issued under the
     Plan is 50,000.



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     6.   Payment of Fees in Shares
          -------------------------

          (a)  Each Non-Employee Director shall receive at least 25% of
     his or her Fees in Shares in lieu of cash.  A Non-Employee
     Director may elect to receive up to 100% of his or her Fees in
     Shares.  Any election, or amendment to a prior election, shall be
     in writing on a form prescribed by the Company, shall take effect
     commencing with Fees which become payable after the first Issue
     Date which occurs after the date of such election or amendment,
     shall specify the percentage of Fees to be paid in Shares which
     shall be no less than 25%, and shall remain in effect until
     further amendment in accordance with this section.  The Secretary
     shall have the authority to further regulate the timing and amount
     of the elections and amendments thereto.

          (b)  As Fees are earned by the Non-Employee Director, the
     percentage of Fees to be paid in Shares shall not be paid in cash,
     but in lieu thereof shall be accrued by the Company for his or her
     account without interest pending transfer of such Shares to such
     Non-Employee Director.   On each Issue Date, each Non-Employee
     Director for whose account Fees have been accrued pursuant to the
     terms of this section since the prior Issue Date shall
     automatically and without necessity of any action by the Company,
     be entitled to receive Shares for the amount of such accrued Fees
     pursuant to the terms and conditions of the Plan.  For purposes of
     the Plan, the number of Shares shall be determined by dividing (A)
     the amount of accrued Fees by (B) the mean of the high and low
     sale prices per share of the Company's Common Stock on the New
     York Stock Exchange on the Issue Date (provided that, if the Issue
     Date is


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     not a trading day on the New York Stock Exchange, then on the
     preceding such trading day), rounding to the nearest whole
     number.  If on any Issue Date the number of Shares otherwise
     issuable to the Non-Employee Directors shall exceed the number of
     Shares then remaining available under the Plan, the available
     Shares shall be allocated among the Non-Employee Directors in
     proportion to the number of Shares they would otherwise be
     entitled to receive, and the remainder of the accrued Fees shall
     be payable in cash.

     7.   One Time Grant
          --------------

          Upon the effective date of the Plan, each person who is a
     Non-Employee Director on the effective date shall, automatically
     and without necessity of any action by the Company, be entitled to
     receive 500 Shares pursuant to the terms and conditions of the
     Plan.  Each Non-Employee Director elected or appointed after the
     effective date of the Plan shall, automatically and without
     necessity of any action by the Company, be entitled to receive 500
     Shares pursuant to the terms and conditions of the Plan upon the
     date of such election or appointment, subject to availability of
     Shares under Section 5.

     8.   Annual Grant
          ------------

          On the date of the Annual Meeting in each year and subject to
     availability of Shares under Section 5, each person who is a Non-
     Employee Director upon the completion of the Annual Meeting shall,
     automatically and without necessity of any action by the Company,
     be entitled to receive 100 Shares pursuant to the terms and
     conditions of the Plan.  If on any such date, the number of Shares
     otherwise issuable to the Non-Employee Directors shall exceed the


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     number of Shares then remaining available under the Plan, the
     available Shares shall be allocated among the Non-Employee
     Directors in proportion to the number of Shares they would
     otherwise be entitled to receive.

     9.   Capital Adjustments
          -------------------

          The maximum number of Shares subject to the Plan pursuant to
     Section 5 and the number of Shares to be received under Sections
     7 and 8 shall be proportionately adjusted to reflect any dividend
     or other distribution on the Company's outstanding Common Stock
     payable in shares of the Company's Common Stock or any split or
     consolidation of the outstanding shares of the Company's Common
     Stock.  If the Company's outstanding Common Stock shall, in whole
     or in part, be changed into or exchangeable for a different class
     or classes of securities of the Company or securities of another
     corporation, whether through recapitalization, merger,
     consolidation, reorganization or otherwise, then (subject to the
     powers of the Board to amend the Plan in whole or in part as
     provided in Section 14(a)) the Shares which each Non-Employee
     Director is entitled to receive shall thereafter be paid in the
     class, or proportionately in the classes, of securities into which
     the outstanding shares of the Company's Common Stock shall have
     been converted or for which they are exchangeable, and the maximum
     number of securities issuable under the Plan under Section 5 and
     the number of securities to be received under Sections 7 and 8
     shall be the number of securities into or for which such
     respective number of Shares would be changed or exchangeable.


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     10.  Rights as a Stockholder; Termination of Non-Employee Director
          -------------------------------------------------------------
          Status
          ------

          Prior to the Issue Date, the Non-Employee Director shall have
     no rights as a stockholder with respect to Shares to be issued
     under Section 6 for accrued Fees.  If any participant in the Plan
     ceases to be a Non-Employee Director prior to an Issue Date, then
     any Fees accrued for his or her account shall be payable in cash
     to such Non-Employee Director as soon as practicable, and he or
     she shall not be entitled to any additional Shares.  Subject to
     the forfeiture provisions of Section 11 and the custody provisions
     of Section 12, the Non-Employee Director shall have the rights as
     a stockholder with respect to Shares issued under Sections 7 or 8
     prior to vesting under Section 11.


     11.  Vesting
          -------

          Shares received under Section 6 shall be fully vested on
     the Issue Date.  Shares granted under Sections 7 or 8 shall
     vest on the earlier of the tenth anniversary of the date of
     grant and the Non-Employee Director's cessation as a director
     of the Company for any reason other than removal by the vote
     of the stockholders of the Company, in which case such Shares
     shall be forfeited.  Notwithstanding the foregoing, Shares
     granted to a Non-Employee Director under Sections 7 or 8
     shall vest and shall not be forfeited upon his or her removal
     as a director by the vote of the stockholders of the Company
     if such vote occurs after a Change of Control Date.


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          In addition to any restrictions on transfer imposed by
     applicable law or regulation, including without limitation,
     federal or state securities laws, or stock exchange rules, the
     Shares received by a Non-Employee Director shall not be in any
     manner transferable or subject to encumbrance until vesting.


     12.  Issuance of Certificates, Payment of Cash Fees and
          --------------------------------------------------
          Withholding
          -----------

          (a)  As promptly as practicable following each Issue Date,
     the Company shall issue stock certificates registered in the name
     of each Non-Employee Director representing the number of Shares
     determined pursuant to Section 6, and shall deliver such
     certificates to the Non-Employee Director or his or her
     beneficiary.

          (b)  As promptly as practicable following the date of grant
     under Section 7 or 8, the Company shall issue stock certificates
     registered in the name of each Non-Employee Director receiving a
     grant representing the number of Shares so granted.  The Company
     shall maintain custody of such certificates (together with the
     certificates representing any securities distributed in respect of
     such Shares) until the date of vesting under Section 11.  The
     certificates shall be delivered to the Non-Employee Director or
     his or her beneficiary or successor within 30 days following the
     vesting.


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          In the event of forfeiture of Shares, the stock certificates
     representing the forfeited Shares shall be transferred to the
     Company.  Each recipient of Shares by accepting such Shares
     irrevocably grants the Secretary or the designee of the Secretary
     power of attorney to effect such transfer.

          (c)  The portion of the Fees not paid in Shares shall be
     payable in cash pursuant to the policies of the Company as in
     effect from time to time.

          (d)  The Company may make such provisions as it may deem
     appropriate for the withholding of any federal, state or
     local taxes which the Company determines it is required to
     withhold attributable to the grant or lapse of restrictions
     with respect to the Shares issued under the Plan.


     13.  Compliance with the Securities Act of 1933
          ------------------------------------------

          The Company may, but has no obligation to, register the
     Shares under the Securities Act of 1933.  Each recipient of Shares
     by accepting such Shares acknowledges that he or she is acquiring
     the Shares for investment and not with a view to distribution and,
     in addition to any other restriction on transfer provided
     hereunder, the Shares may not be transferred except


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     pursuant to the requirements of Rule 144 including the holding
     period thereunder to the extent applicable, another available
     exemption from registration, or an effective registration
     statement.


     14.  Miscellaneous
          -------------

          (a)  The Board may amend this Plan at any time provided,
     however, that (i) any amendment shall not affect the rights
     of participants or beneficiaries to Shares or accrued Fees
     held for the account of Non-Employee Directors, (ii) the Plan
     may not be amended to the extent that such amendment would
     have the effect of disqualifying the participants from
     administering any other stock plan of the Company for
     purposes of complying with the terms of Rule 16b-3 under the
     Securities Exchange Act of 1934 or any successor rule ("Rule
     16b-3"), or Section 162(m) of the Internal Revenue Code or
     regulations thereunder, and (iii) on or following the Change
     of Control Date, the Plan may not be amended to affect the
     rights of any participants.

          (b)  No right or benefit under this Plan shall be
     subject to anticipation, alienation, sale, assignment,
     pledge, encumbrance or charge, and any attempt to anticipate,
     alienate, sell, assign, pledge, encumber or charge the same
     shall be void.  The rights or interests under the Plan are
     not subject to the claims of creditors provided, however,
     that the Company may apply any Shares held in custody or Fees


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     held on account to satisfy, in whole or in part, any
     indebtedness of a participant to the Company.

          (c)  Each participant shall designate any person or
     persons (who may be designated contingently or successively
     and who may be an entity other than a natural person) as his
     or her beneficiary or beneficiaries to whom his or her Shares
     are paid if the Non-Employee Director dies before receipt
     thereof.  Each beneficiary designation filed with the
     Secretary shall cancel all beneficiary designations
     previously filed.  The revocation of beneficiary designation,
     no matter how effected, shall not require the consent of any
     designated beneficiary.

               If any participant fails to designate a beneficiary
     in the manner provided above, or if the beneficiary
     designated by a  deceased participant dies before the
     participant or before complete distribution of the Shares,
     the Secretary shall direct the Company to deliver
     certificates representing such Shares (or the balance
     thereof) to the participant's estate.

               In the event that all, or any portion, of the
     Shares payable to a beneficiary hereunder shall remain
     undistributed solely by reason of the inability of the
     Secretary, after sending a registered letter, return receipt
     requested, to the last known address, and after further
     diligent effort, to ascertain the whereabouts of such


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     beneficiary, the amount so distributable shall be treated as
     a forfeiture pursuant to the Plan.

          (d)  Construction of the Plan shall be governed by the
     laws of Delaware.

          (e)  The terms of the Plan shall be binding upon the
     heirs, executors, administrators, personal representatives,
     successors and assigns of all parties in interest.

          (f)  The headings have been inserted for convenience
     only and shall not affect the meaning or interpretation of
     the Plan.

          (g)  Each participant shall submit to the Secretary, his
     or her current mailing address.  It shall be the duty of each
     participant to notify the Secretary of any change of address.
     In the absence of such notice, the Secretary shall be
     entitled for all purposes to rely on the last address of the
     participant in the Company's records.

          (h)  Any Shares to be delivered to or for the benefit of
     a minor, an incompetent person or other person incapable of
     receipting therefor shall be deemed delivered when delivered
     to such person's guardian or to the party providing or
     reasonably appearing to provide for the care of such person,
     and such delivery shall fully discharge the Company and the
     Board with respect thereto.


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          (i)  Nothing in this Plan or any amendment thereto shall
     give a participant, or any beneficiary of a participant, a
     right not specifically provided therein.  Nothing in this
     Plan or any amendment thereto shall be construed as giving a
     participant the right to be retained as a member of the Board
     or otherwise in service to the Company.

          (j)  This Plan is intended to comply with all applicable
     conditions of Rule 16b-3, all transactions under this Plan are
     subject to such conditions regardless of whether the conditions
     are expressly set forth herein, and any provision of this Plan
     that is contrary to a condition of Rule 16b-3 shall be deemed
     inoperative to the extent it conflicts with the condition of Rule
     16b-3.

          (k)  The Plan shall become effective commencing March
     26, 1996, and amended and restated effective March 21, 1997.