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                        THE EARTHGRAINS COMPANY

                      DIRECTORS DEFERRED FEE PLAN









                        Effective October 6, 1998



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                         THE EARTHGRAINS COMPANY

                       DIRECTORS DEFERRED FEE PLAN


                                ARTICLE I

                               DEFINITIONS


    1.01.   Account Balance:  For each Participant, the from
    ----    ---------------
time-to-time aggregate amount of the Cash Account balance, the Mandatory
Share Account balance and the Elective Share Account balance.

    1.02.   Board:  The Board of Directors of the Company.
    ----    -----

    1.03.   Borrowing Rate:  For a month, the rate of interest
    ----    --------------
at which the Company may borrow money for the term corresponding with
the Participant's Deferral Period, as determined by the Chief Financial
Officer of the Company.

    1.04.   Cash Account:  An account administered for the
    ----    ------------
benefit of a Participant pursuant to Section 4.01.

    1.05.   Company:  The Earthgrains Company.
    ----    -------

    1.06.   Credited Shares.  The shares of the Company's common
    ----    ---------------
stock which, for accounting purposes only, are credited to a
Participant's Mandatory Share Account and/or Elective Share Account from
time to time in accordance with Section 4.04.

    1.07.   Deferral Period:  For each month, the length of time
    ----    ---------------
until the Payment Start Date (rounded to the nearest whole year but not
less than one year); provided, however, that for a Participant whose
Payment Start Date relates to his or her retirement date, the Normal
Retirement Age shall be treated as the Payment Start Date for purposes
of computing the Deferral Period and for a Participant who has already
reached Normal Retirement Age and whose Payment Start Date has not yet
occurred the Deferral Period shall be deemed to be one year.

    1.08.   Director:  Any duly elected or appointed member of
    ----    --------
the Board as determined from time to time.

    1.09.   Director's Fees:  The total amount of any retainer,
    ----    ---------------
annual fee, fees for attending meeting of the Board or committees
thereof, committee chair fees and other similar fees payable to a
Director by the Company for services rendered to the Company as a
Director.

    1.10.   Effective Date:  October 6, 1998.
    ----    --------------



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    1.11.   Elective Deferred Fees.  The amount of a
    ----    ----------------------
Participant's Eligible Fees deferred under Section 3.01.

    1.12.   Elective Share Account:  An account administered for
    ----    ----------------------
the benefit of a Participant pursuant to Section 4.03.

    1.13.   Eligible Fees:  All Director's Fees other than those
    ----    -------------
required to be deferred and maintained in the Mandatory Share Account.

    1.14.   Form of Payment:  The form in which a Participant is
    ----    ---------------
to receive payment of his or her Account Balance, which may be in a
single lump sum or in two or more annual installments for a period of up
to ten years, as changed from time to time pursuant to Section 3.02,
subject to acceleration as provided for in Sections 5.03, 5.04, and
5.05.

    1.15.   Mandatory Deferred Fees.  The amount of a Director's
    ----    -----------------------
Fees required to be deferred and maintained in his or her Mandatory
Share Account pursuant to Article II.

    1.16.   Mandatory Share Account:  An account administered
    ----    -----------------------
for the benefit of a Participant pursuant to Section 4.02.

    1.17.   Market Value:  For any day, the mean between the
    ----    ------------
high and low price per share of the Company's common stock on such day,
as reported on the New York Stock Exchange.

    1.18.   Normal Retirement Age:  Age 70.
    ----    ---------------------

    1.19.   Participant:  Any Director or former Director who
    -----   -----------
has an Account Balance.

    1.20.   Payment Start Date: The date on which a Participant
    ----    ------------------
is to receive either a lump sum distribution of his or her Account
Balance or the first of two or more annual installments pursuant to an
election under Section 3.01(d) as changed from time to time under
Section 3.02; provided, however, that the Payment Start Date shall in
all events be no later than the first day of the month following the
Participant's actual termination of service as a Director for any
reason, including death or disability.

    1.21.   Plan:  The Earthgrains Company Directors Deferred
    ----    ----
Fee Plan, as set forth herein, and as duly amended from time to time.

    1.22.   Year: Each calendar year commencing on or after
    ----    ----
January 1, 1998, provided, however, that the initial plan Year shall be
a short year commencing on the Effective Date and ending December 31,
1998.


                                    2



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                               ARTICLE II

                           MANDATORY DEFERRALS


Mandatory Deferred Fees.  Each Director shall be required to defer 25%
-----------------------
of his or her Director's Fees and to maintain such amounts in his or her
Mandatory Share Account.  In addition, each year on the date of the
Annual Meeting of the Company's shareholders, each person who is a Non-
Employee Director shall, automatically and without necessity of any
action by such Director or the Company, be credited with 400 shares (the
"Annual Grant") in his or her Mandatory Share Account, adjusted in the
manner described in Section 4.04(d) for all events occurring prior to
such date of distribution.  Further, any initial grant of the Company's
Common Stock that a new Non-Employee Director receives upon becoming a
Director, after the effective date of the Plan, shall be shares in his
or her Mandatory Share Account, adjusted in the manner described in
Section 4.04(d) for all events occurring prior to such date of
distribution.


                               ARTICLE III

                            DEFERRAL ELECTIONS


    3.01.   Types of Election; Time of Election.  Any Director
    ----    -----------------------------------
may make the following elections for a Year in writing on a form
provided by the Company and delivered to the Company not later than the
Company may direct, but in any event before the first day of the Year:

            (a)  The portion of the Participant's Eligible Fees that
    shall be deferred, if any (the "Elective Deferred Fees");

            (b)  The proportion of the Participant's Elective Deferred
    Fees which shall be deferred into each of the Cash Account and
    the Elective Share Account;

            (c)  The Payment Start Date; and

            (d)  The Form of Payment.

The elections made pursuant to this Section 3.01 shall remain in effect
for subsequent Years until such time as the Participant changes his or
her elections as permitted by the terms of this Plan.

    3.02.   Change in Payment Start Date and/or Form of Payment.
    ----    ---------------------------------------------------
A Participant may change his or her Payment Start Date and/or Form of
Payment in writing on a form provided by and delivered to the Company at
any time which is at least one year in advance of the previously elected
Payment Start Date.  No such change shall be effective if the
Participant terminates service as a Director less than one year after
the date of the election change.

                                    3

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    3.03.   Special Rule for Newly Eligible Participants.
    ----    --------------------------------------------
Notwithstanding the foregoing, an individual who becomes a Director
after the beginning of a Year may make his or her elections pursuant to
Section 3.01 after the first day of the Year, but not later than thirty
(30) days after the first day on which he or she becomes a Director;
provided that any election made by such a Director after the first day
of the Year shall be effective only with respect to Director's Fees
attributable to services rendered subsequent to the election.

    3.04.   Special Rule for Initial Plan Year.  Notwithstanding
    ----    ----------------------------------
Section 3.01 above, any Director as of the Effective Date of the Plan
may make his or her elections pursuant to Section 3.01 above within 30
days after the Effective Date; provided that any election so made shall
be effective only with respect to Director's Fees attributable to
services rendered subsequent to the election.


                                ARTICLE IV

                    DETERMINATION OF ACCOUNT BALANCES


    4.01.   Cash Account.
    ----    ------------

            (a)  Cash Account Balance.  Each Participant's Cash Account
                --------------------
    shall consist of all Elective Deferred Fees credited to his or her
    Cash Account pursuant to his or her elections under Section 3.01,
    all amounts transferred from his or her Elective Share Account to
    his or her Cash Account pursuant to Section 4.05, and interest
    credited to the Cash Account in accordance with Section 4.01(b),
    less any transfers to his or her Elective Share Account from his
    or her Cash Account pursuant to Section 4.05 and any payments from
    the Cash Account pursuant to Section 4.06.

            (b)  Accrual of Interest.
                 -------------------

                 (i)   Interest Prior to Termination and During Deferral
                       -------------------------------------------------
            Period.  Interest at the applicable Borrowing Rate shall
            ------
            accrue and be credited to each Participant's Cash Account
            balance monthly.

                 (ii)  Accrual of Interest on Installment Payments. If
                       -------------------------------------------
            any amount is paid in installments pursuant to a Participant's
            election in accordance with Section 3.01(d), interest shall
            accrue on any balance thereof remaining to be paid in
            installments from time to time at the Borrowing Rate then
            in effect with respect to such amount on the day prior to the
            due date of the first installment.

                 (iii) If Payment is Delayed.  In the event payment of
                       ---------------------
            an amount due a Participant occurs thirty (30) or fewer days
            after its due date, no interest shall accrue during the
            period between the due date and the date of payment.  In the
            event payment of any amount due a Participant occurs more
            than thirty (30)



                                    4

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            days after its due date, interest shall accrue during the
            period between the due date and the date of payment at the
            then applicable Borrowing Rate.

    4.02.   Mandatory Share Account.
    ----    -----------------------

            (a)  Mandatory Share Account Balance.  Each Participant's
                 -------------------------------
    Mandatory Share Account balance shall equal the number of
    Credited Shares in such Mandatory Share Account, as determined
    pursuant to Section 4.04 below, times the then Market Value of the
    Company's common stock.

            (b)  Components of Mandatory Share Account.  Each
                 -------------------------------------
    Participant's Mandatory Share Account shall consist of all
    Mandatory Deferred Fees credited to his or her Share Account as
    required under Article II, plus any amounts credited under
    Sections 4.04(b)-(d), less any payments from the Mandatory Share
    Account pursuant to Section 4.06.

    4.03.   Elective Share Account.
    ----    ----------------------

            (a)  Elective Share Account Balance.  Each Participant's
                 ------------------------------
    Elective Share Account balance shall equal the number of Credited
    Shares in such Elective Share Account times the then Market Value
    of the Company's common stock.

            (b)  Components of Elective Share Account.  Each
                 ------------------------------------
    Participant's Elective Share Account shall consist of all Elective
    Deferred Fees credited to his or her Elective Share Account
    pursuant to his or her election under Section 3.01, all amounts
    transferred from his or her Cash Account to his or her Elective
    Share Account pursuant to Section 4.05, plus any amounts credited
    under Sections 4.04(b)-(d), less any transfers to his or her Cash
    Account from his or her Elective Share Account pursuant to Section
    4.05 and any payments from the Elective Share Account pursuant to
    Section 4.06.

    4.04.   Credited Shares.  The number of Credited Shares
    ----    ---------------
credited to each of the Mandatory Share Account and the Elective Share
Account shall be determined as follows.

            (a)  On each date on which a Participant would otherwise
    receive a payment of Director's Fees as determined in accordance
    with Section 6.04 or an Annual Grant pursuant to Article II, (i)
    his or her Mandatory Share Account shall be credited with the
    amount of Director's Fees required to be credited to such
    Mandatory Share Account in accordance with Article II above, and
    (ii) his or her Elective Share Account shall be credited with the
    amount of Eligible Fees elected to be deferred into such Elective
    Share Account in accordance with Section 3.01.  The amounts so
    credited shall be converted into the maximum whole number of
    shares of common stock of the Company which could be purchased at
    the then Market Value of such stock with the amount so credited.

            (b)  On each date on which the Company pays a cash dividend
    or other distribution on its common stock, each Participant's
    Mandatory Share Account and each Participant's Elective Share
    Account shall be credited with an amount equal to the amount



                                    5


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    of the cash dividend or other distribution per share times the
    number of Credited Shares in each such Account on the dividend or
    distribution record date.  The amount so credited to each account
    shall be converted into the maximum whole number of shares of
    common stock of the Company which could be purchased at the then
    Market Value of such stock with the amount so credited.

            (c)  On each date on which the Company pays a stock
    dividend on its common stock, each Participant's Mandatory Share
    Account and each Participant's Elective Share Account shall be
    credited with a number of shares equal to the stock dividend per
    share times the Credited Shares in such Account on the record
    date.

            (d)  In the event of (i) any change in the outstanding
    shares of Company stock by reason of a stock split, combination
    of shares, reorganization, merger, consolidation or other
    corporate change having a similar effect, or (ii) any separation
    of the Company including a spin-off or other distribution of stock
    or property by the Company, the Company shall make such equitable
    adjustments to the number of Credited Shares in each Participant's
    Mandatory Share Account and Elective Share Account as it shall
    deem appropriate to prevent the dilution or enlargement of each
    such Account.  The Company's determination as to the
    appropriateness of any such adjustment, including, but not limited
    to, values and exchange ratios, shall be binding and conclusive.

            (e)  All conversions into Credited Shares under this
    Section 4.04 shall be made in full shares.  Amounts not so
    converted shall be carried as excess cash in each such Account and
    shall be added to any additional amounts subsequently credited to
    each such Account.

    4.05.   Transfers Between Accounts.  Subject to Section 6.01(g),
    ----    --------------------------
a Participant may elect to transfer amounts between the Cash Account
and the Elective Share Account at any time provided such election is
made in writing in the form and manner required by the Company.
Amounts transferred to and from the Elective Share Account shall be
converted from or into the maximum whole number of shares of common
stock of the Company which could be purchased at the then Market
Value of such stock with the amount so transferred.

    4.06.   Payment From Accounts.  Subject to Section 6.01(g), any
    ----    ---------------------
payment made to a Participant under the Plan shall be in cash and shall
be debited from the Cash Account, the Mandatory Share Account and the
Elective Share Account in proportion to the percentage each such Account
comprises of the total Account Balance on the date of payment.  Payments
from the Mandatory Share Account or Elective Share Account shall be
debited from such account by subtracting the number of shares of common
stock of the Company which could be purchased at the then Market Value
with the amount of such payment.

    4.07.   Vesting.  Any Credited Shares accrued in a Participant's
    ----    -------
Elective Share Account or accrued in a Participant's Mandatory Share
Account other than by virtue of an Annual Grant shall be fully vested
on the date of accrual.  Credited Shares accrued in a Participant's
Mandatory Share Account by virtue of an Annual Grant shall vest on
the earlier of the tenth anniversary of the date



                                    6

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of grant or the Participant'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 Credited Shares shall be forfeited.
Notwithstanding the foregoing, Credited Shares accrued for the account
of a Participant as an Annual Grant shall vest and shall not be
forfeited upon such Participant's removal as a director by the vote of
the stockholders of the Company if such vote occurs after a Change of
Control.


                                ARTICLE V

                         PAYMENTS TO PARTICIPANTS


    5.01.   General Rule Respecting Payment Start Date.  Subject
    ----    ------------------------------------------
to the remaining provisions of this Article, each Participant's lump sum
payment or the first of the elected number of equal annual installments,
as applicable pursuant to his or her election under Section 3.01(d)
above, shall be made on his or her Payment Start Date.

    5.02.   Installment Payments.  If payment of a Participant's
    ----    --------------------
Account Balance is to be made in two or more annual installments
pursuant to an election under Section 3.01(d):

            (a)  Each installment after the first installment made on
    the Payment Start Date shall be due and payable as of the first
    day of the same month of the next succeeding Year until all annual
    installments have been paid; and

            (b)  The amount of each installment shall be equal to the
    Account Balance on the date of the installment divided by the
    number of installments remaining to be paid.



                                    7
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    5.03.   Acceleration of Payment for Unforeseeable Emergency.
    ----    ---------------------------------------------------


            (a)  Notwithstanding any other provision of the Plan, the
    Company may decide that payment of any portion of a Participant's
    Account Balance shall be accelerated on application of the
    Participant or beneficiary on account of and subject to reasonable
    proof of unforeseeable emergency.

            (b)  For purposes of this Section 5.03, an unforeseeable
    emergency is severe financial hardship to the Participant or
    beneficiary resulting from a sudden and unexpected illness or
    accident of the Participant or beneficiary or of a dependent (as
    defined in section 152(a) of the Internal Revenue Code) of the
    Participant or beneficiary, loss of the Participant's or
    beneficiary's property due to casualty, or other similar
    extraordinary and unforeseeable circumstances arising as a result
    of events beyond the control of the Participant or beneficiary.
    The circumstances that will constitute an unforeseeable emergency
    will depend upon the facts of each case, but, in any case, payment
    may not be made to the extent that such hardship is or may be
    relieved--

                 (i)   Through reimbursement or compensation by
         insurance or otherwise,

                 (ii)  By liquidation of the Participant's or
         beneficiary's assets, to the extent the liquidation of such
         assets would not itself cause severe financial hardship, or

                 (iii) By cessation of deferrals under the Plan if and
         when possible under the remaining provisions of the Plan, or
         by cessation of elective deferrals if and when possible
         under any other deferred compensation plan for which the
         Participant or beneficiary is eligible.

    Examples of what are not considered to be unforeseeable
    emergencies include the need to send a Participant or
    beneficiary's child to college or the desire to purchase a home.

            (c)  Withdrawal of amounts because of an unforeseeable
    emergency shall be permitted only to the extent reasonably needed
    to satisfy the emergency need.

            (d)  All determinations under this Section 4.03 shall be
    made by the Board of Directors of the Company, with the
    Participant requesting such a determination to be excluded from
    voting with respect thereto, and (with respect to certain legal
    restrictions) by the General Counsel pursuant to Section 6.01(g).


                                    8


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    5.04.   Change in Control.
    ----    -----------------

            (a)  Upon a Change in Control, as defined in The
    Earthgrains Company Executive Deferred Compensation Plan from time
    to time, the Company shall pay each Participant (or beneficiary)
    his or her entire Account Balance.

            (b)  If, by reason of this Section 5.04, an excise or other
    special tax ("Excise Tax") is imposed on any payment under the
    Plan (a "Required Payment"), the amount of each Required Payment
    shall be increased by an amount which, after payment of income
    taxes, payroll taxes and Excise Tax on such additional amount,
    will equal such Excise Tax on the Required Payment.

            (c)  This Section 5.04 may be amended in any way before a
    Change in Control as the Board may determine in its sole
    discretion.  Notwithstanding any other provision of the Plan, this
    Section 5.04 may not be amended following any Change in Control.

            (d)  This Section 5.04 shall survive termination of the
    Plan.

    5.05.   Acceleration of Payment.  Notwithstanding Section
    ----    -----------------------
5.01, the Company in its sole discretion may direct current payment of
any or all of a Participant's Account Balance.  No Participant or
beneficiary shall have any right to demand acceleration of payment of
any portion of his or her Account Balance.

    5.06.   Payments After Death.
    ----    --------------------

            (a)  Except as otherwise provided in this Section 5.06, any
    amount payable under this Plan as a result of or following the
    death of a Participant shall be applied only for the benefit of
    the beneficiary or beneficiaries designated by the Participant
    pursuant to this Section 5.06.  Each Participant shall
    specifically designate, by name, on forms provided by the Company,
    the beneficiary(ies) to whom any such amounts shall be paid.  A
    Participant may change or revoke a beneficiary designation without
    the consent of the beneficiary(ies) at any time by filing a new
    beneficiary designation form with the Company.  The filing of a
    new form shall automatically revoke any forms previously filed
    with the Company.  A beneficiary designation form not properly
    filed with the Company prior to the death of the Participant shall
    have no validity under the Plan.

            (b)  More than one beneficiary, and alternative or
    contingent beneficiaries, may be designated, in which case the
    Participant shall specify the shares, terms and conditions upon
    which amounts shall be paid to such multiple or alternative or
    contingent beneficiaries, all of which must be satisfactory to the
    Company.

            (c)  If, at the time of the Participant's death, (i) no
    beneficiary designation is on file with the Company, (ii) no
    beneficiary designated by the Participant has survived the
    Participant, or (iii) there are other circumstances which are not
    covered by the beneficiary designation form on file with the
    Company, then the Participant's estate shall be conclusively



                                    9

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    deemed to be the beneficiary designated to receive any amounts
    then remaining payable under this Plan.

            (d)  In answering any question concerning a Participant's
    beneficiary, the latest designation filed with the Company shall
    control and intervening changes in circumstances shall be ignored;
    provided, however, that if a Participant's spouse is designated as
    beneficiary but thereafter is divorced from the Participant, such
    designation shall be invalid and the Participant's estate shall be
    deemed to be the Participant's beneficiary unless and until a
    replacement beneficiary designation form has been filed with the
    Company.

            (e)  Any check issued on or before the date of a
    Participant's death shall remain payable to the Participant,
    whether or not the check is received by the Participant prior to
    death.  Any check issued after the date of the Participant's death
    shall be the property of the Participant's beneficiaries
    determined in accordance with this Section 5.06.

            (f)  Payment of any installments due a Participant under
    the Plan shall not be automatically accelerated by reason of the
    Participant's death; provided, however, that the Company may
    exercise its power to accelerate at any time as set forth in
    Section 5.05 without regard to the timing of a Participant's
    death.


                                ARTICLE VI

                              ADMINISTRATION


    6.01.   Administrative Duties of the Company.
    ----    ------------------------------------

            (a)  The Board shall have responsibility for the
    administration of the Plan.

            (b)  The Board shall administer the Plan in accordance with
    its terms and shall have all powers necessary to carry out the
    provisions of the Plan.  The Board shall interpret the Plan; shall
    make all factual determinations arising in the administration,
    interpretation, and application of the Plan; and shall construe
    any ambiguity, supply any omission, and reconcile any
    inconsistency in such manner and to such extent as the Board deems
    proper.  Any interpretation or construction placed upon any term
    or provision of the Plan by the Board, any decisions and
    determinations of the Board arising under the Plan, including
    without limiting the generality of the foregoing:  (i) the
    eligibility of any individual to become or remain a Participant
    and a Participant's status as such;  (ii) the time, method and
    amounts of payments payable under the Plan; (iii) the rights of
    Participants and beneficiaries; and any other action or
    determination or decision whatsoever taken or made by the Board in
    good faith shall be final, conclusive, and binding upon all
    persons concerned, including, but not limited to, all Participants
    and beneficiaries.



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            (c)  The Board may adopt such rules as it deems necessary,
    desirable, or appropriate to carry out its duties under the Plan.
    All rules, decisions and determinations of the Board shall be
    uniformly and consistently applied.

            (d)  The Board may appoint any officer or employee of the
    Company to carry out its duties hereunder.

            (e)  The Board may employ accountants, counsel, specialists,
    and other persons necessary to help carry out its duties and
    responsibilities as fiduciary under the Plan.  The Board shall be
    entitled to rely conclusively upon any opinions or reports which
    shall be furnished to it by such accountants, counsel, specialists,
    and other persons.

            (f)  No Director shall participate in determining his or
    her own entitlement under the Plan.

            (g)  The General Counsel of the Company shall have complete
    power from time to time to adopt, amend, and rescind such rules
    as the General Counsel shall deem necessary, appropriate, or
    prudent in order to comply with or avoid liability under Section
    16 of the Securities Exchange Act of 1934, as amended, or the
    rules promulgated thereunder from time to time.  Without limiting
    the generality of such authority, the General Counsel may adopt,
    amend, and rescind rules which may have the effect of adding to,
    deleting from, or otherwise modifying the terms of the Plan in any
    respect, provided only that the General Counsel in good faith
    determines that such rules are reasonably likely to further the
    objective of complying with or lawfully avoiding liability under
    Section 16 or the rules thereunder.  In addition, from time to
    time the General Counsel may (but need not) adopt, amend, and
    rescind rules which relax Plan restrictions if and to the extent
    the General Counsel determines that such restrictions no longer
    are necessary to conform the Plan to any applicable legal
    requirements and no longer are appropriate to the prudent and
    convenient administration of the Plan.  Any rules adopted,
    amended, or rescinded by the General Counsel hereunder shall
    become effective at such times as the General Counsel may
    determine, without approval or other action by the Board of
    Directors of the Company.  The General Counsel shall notify the
    Board promptly of any rules adopted, amended, or rescinded
    hereunder.  The Board at all times shall retain the power to annul
    in whole or part any action taken by the General Counsel
    hereunder.

    6.02.   Books and Records.
    ----    -----------------

            (a)  The Board shall keep such books, records, and other
    data as it deems necessary for proper administration of the Plan,
    including but not limited to records of each Participant's
    Director's Fees, Eligible Compensation elections, and Account
    Balances.

            (b)  The records of the Company shall be conclusive as to
    all persons unless proved incorrect to the satisfaction of the
    Company.


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            (c)  The Company shall comply with all reporting and
    disclosure requirements of the law and shall maintain all records
    required by law.

    6.03.   Notices.
    ----    -------

            (a)  Any notice from the Company to any Participant or
    beneficiary shall be in writing and shall be given by delivery to
    the Participant or beneficiary, or by mailing to the last known
    residence address of the Participant or beneficiary.  Any notice
    from a Participant or beneficiary to the Company shall be in
    writing and shall be given by delivery to the Board, or by mailing
    to the Board at the Company's headquarters.  Notices which are
    given by delivery shall be effective on the date of delivery.
    Notices given by mailing shall be effective on the date of
    postmark.

            (b)  Each Participant or beneficiary shall furnish all
    information, including, without limitation, post office address
    and each change of post office address, proofs, receipts and
    releases, as may be required by the Company.

            (c)  Any communication, statement or notice addressed to
    any individual at the last post office address filed with the
    Company shall be binding for all purposes of the Plan, and the
    Company shall not be obligated to search for or ascertain the
    whereabouts of any such individual.

            (d)  Except as provided in Article III, any notice required
    by the Plan may be waived by the person entitled thereto.

    6.04.   Payment/Accrual of Director's Fees.  Market Value for
    ----    ----------------------------------
each accrual of Credited Shares shall be computed and such Credited
Shares and cash payments (if any) shall be payable or accruable pursuant
to the following:

            (a)  For any annual fee and any committee chair fee payable
    and/or accruable  to any Participant, the Market Value of shares
    to be credited in the Participant's Share Accounts shall be
    calculated and such Credited Shares shall be accruable and cash
    payments (if any) shall be payable as of the date of the first
    Board meeting of each fiscal year.

            (b)  For any fee for attendance at a Board or committee
    meeting, the Market Value of shares to be credited in the
    Participant's Share Accounts shall be calculated as of the date of
    such Board or committee meeting.


                               ARTICLE VII
                        AMENDMENT AND TERMINATION


    7.01.   Amendment.  Except as provided in Section 5.04(c),
    ----    ---------
the Company may amend the Plan on a prospective basis at any time.
Except as provided in Section 5.04(c), the Company


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shall have no authority to amend the Plan retroactively in any manner
which is or may be detrimental to any Participant or beneficiary without
the prior written consent of all affected Participants or beneficiaries,
except to the extent that a failure to amend the Plan would result in
required inclusion in taxable income by Participants or beneficiaries of
amounts not yet received.

    7.02.   Termination.  The Company may terminate the Plan on
    ----    -----------
a prospective basis at any time by paying each Participant his or her
Account Balance.


                               ARTICLE VIII
                               MISCELLANEOUS


    8.01.   Company's Obligations Unsecured.  Participants and
    ----    -------------------------------
beneficiaries have only the status of general unsecured creditors of the
Company.  The Plan constitutes a mere promise by the Company to make
payments in the future.  It is the intention of the Company and all
Participants that the Plan shall be unfunded for tax purposes and, to
the extent applicable, for purpose of Title I of Employee Retirement
Income Security Act of 1974, as amended from time to time.

    8.02.   No Alienation.  Amounts payable under this Plan
    ----    -------------
shall not be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment by
any Participant or beneficiary.

    8.03.   No Waiver of Rights.  No failure or delay by the
    ----    -------------------
Company or any Participant or beneficiary to exercise any right, power
or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.

    8.04.   Severability.  The invalidity of any particular
    ----    ------------
clause, provision or covenant herein shall not invalidate all or any
part of the remainder of this Plan, but such remainder shall be and
remain valid in all respects as fully as the law will permit.

    8.05.   Presumption of Competence.  Every person receiving
    ----    -------------------------
or  claiming amounts payable under this Plan shall be conclusively
presumed to be mentally competent and of legal age unless the Company
receives proof satisfactory to the Company that the person is
incompetent or is a minor or that a guardian or other person legally
vested with the care of the person's estate has been appointed.

    8.06.   Facility of Payment.  If any amount is payable
    ----    -------------------
hereunder to a minor or other person under legal disability or otherwise
incapable of managing his or her own affairs, as determined by the
Company in its sole discretion, payment thereof shall be made in one (or
any combination) of the following ways, as the Company shall determine
in its sole discretion:

            (a)  directly to said minor or other person;



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            (b)  to the legal representatives of said minor or other
    person; or

            (c)  to some relative or friend of such minor or other
    person for the support, welfare or education of such minor.

The Company shall not be required to see to the application of any
payment so made, and the receipt of the person to whom such payment is
actually made shall fully discharge the Company from any further
accountability or responsibility with respect to the amount so paid.

    8.07.   No Guarantee of Position or Directors Fees.  No
    ----    ------------------------------------------
provision of this Plan shall restrict the Company from removing a
Participant from his or her position as a Director or restrict any
Participant from resigning from his or her position as a Director.  No
provision of this Plan shall restrict the Company from increasing or
decreasing the Director's Fees payable to any Participant or other
Director.

    8.08.   Plan Provisions Binding.  The provisions of the Plan
    ----    -----------------------
shall be binding upon the Company and all persons entitled to benefits
under the Plan and their respective successors, heirs and legal
representatives.

    8.09.   Missouri Law Controls.  Subject to any applicable
    -----   ---------------------
provisions of the Employee Retirement Income Security Act of 1974 which
provide to the contrary, this Plan shall be administered, construed, and
enforced according to the laws of the State of Missouri and in Courts
situated in that State.






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