<PAGE> 1


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                            THE EARTHGRAINS COMPANY

                                      and

                            BOATMEN'S TRUST COMPANY

                                 Rights Agent

                              ------------------




                               Rights Agreement

                         Dated as of February 22, 1996




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<PAGE> 2

<TABLE>
                               Table of Contents
                               -----------------
<CAPTION>
Section                                                                          Page
-------                                                                          ----
<S>                                                                              <C>
 1.    Certain Definitions                                                         1

 2.    Appointment of Rights Agent                                                 5

 3.    Issue of Rights Certificates                                                5

 4.    Form of Rights Certificates                                                 7

 5.    Countersignature and Registration                                           8

 6.    Transfer, Split Up, Combination and Exchange of Rights Certificates;
         Mutilated, Destroyed, Lost or Stolen Rights Certificates                  8

 7.    Exercise of Rights; Purchase Price; Expiration Date of Rights               9

 8.    Cancellation and Destruction of Rights Certificates                        12

 9.    Reservation and Availability of Capital Stock                              12

10.    Preferred Stock Record Date                                                14

11.    Adjustment of Purchase Price, Number and Kind of Shares or Number
         of Rights                                                                15

12.    Certificate of Adjusted Purchase Price or Number of Shares                 25

13.    Consolidation, Merger or Sale or Transfer of Assets or Earning Power       25

14.    Fractional Rights and Fractional Shares                                    28

15.    Rights of Action                                                           30

16.    Agreement of Rights Holders                                                30

17.    Rights Certificate Holder Not Deemed a Stockholder                         31

                                    i
<PAGE> 3

18.    Concerning the Rights Agent                                                31


<CAPTION>
Section                                                                          Page
-------                                                                          ----
<S>                                                                              <C>
19.    Merger or Consolidation or Change of Name of Rights Agent                  32

20.    Duties of Rights Agent                                                     33

21.    Change of Rights Agent                                                     35

22.    Issuance of New Rights Certificates                                        36

23.    Redemption and Termination.                                                37

24.    Notice of Certain Events                                                   38

25.    Notices                                                                    39

26.    Supplements and Amendments                                                 39

27.    Successors                                                                 40

28.    Determinations and Actions by the Board of Directors, etc.                 40

29.    Benefits of this Agreement                                                 41

30.    Severability                                                               41

31.    Governing Law                                                              42

32.    Counterparts                                                               42

33.    Descriptive Headings                                                       42

Exhibit A -- Form of Certificate of Designation,
          Preferences and Rights                                                 A-1

Exhibit B -- Form of Rights Certificate                                          B-1

</TABLE>

                                      ii

<PAGE> 4

                               RIGHTS AGREEMENT
                               ----------------



            RIGHTS AGREEMENT, dated as of February 22, 1996 (the
"Agreement"), between The Earthgrains Company, a Delaware corporation (the
"Company"), and Boatmen's Trust Company, a trust company organized under the
laws of the State of Missouri (the "Rights Agent").


                              W I T N E S S E T H
                              - - - - - - - - - -

            WHEREAS, at Board meetings held on July 26, 1995, and November
22, 1995, Anheuser-Busch Companies, Inc., a Delaware corporation and the
Company's sole stockholder ("Anheuser-Busch"), determined to make a dividend
distribution of all outstanding shares of the Company's Common Stock (as
hereinafter defined) to the common stockholders of Anheuser-Busch (the
"Spinoff Distribution");

            WHEREAS, as a part of the Spinoff Distribution, Anheuser-Busch
determined that it desired to distribute Rights (as hereinafter defined)
associated with the Common Stock to be distributed, that certificates
representing such Common Stock would also evidence such Rights and that the
registered holders of Common Stock would also be the registered holders of
the associated Rights;

            WHEREAS, in order to effectuate the foregoing Anheuser-Busch is
authorizing and directing the Company to create a stockholder rights plan, to
authorize and issue to Anheuser-Busch Rights to be attached to the shares of
Common Stock and evidenced by certificates representing Common Stock and to
enter into a rights agreement substantially in the form of this Agreement;

            WHEREAS, it is anticipated that the Board of Directors of
Anheuser-Busch will declare the dividend constituting the Spinoff
Distribution at its regularly scheduled meeting on February 28, 1996, which
will have a record date of March 19, 1996, and a distribution date of March
26, 1996;

            WHEREAS, the dividend to be declared to effect the Spinoff
Distribution will consist of one share of Common Stock and one Right to be
distributed in respect of each 25 shares of Anheuser-Busch common stock held
on the record date for the Spinoff Distribution and will be distributed on or
about


<PAGE> 5

March 26, 1996 (the "Effective Date"), to holders of record of common
stock of Anheuser-Busch on March 19, 1996;

            WHEREAS, the Board of Directors of the Company has authorized and
declared, and will distribute on or before February 29, 1996, a dividend
distribution of one Right for each share of Common Stock of the Company
outstanding at the close of business on February 27, 1996 (the "Record
Date"), and authorized the issuance of one Right (as such number may
hereafter be adjusted pursuant to the provisions of Section 11(p) hereof) for
each share of Common Stock of the Company issued between the Record Date
(whether originally issued or delivered from the Company's treasury) and the
Distribution Date (as hereinafter defined), each Right initially representing
the right to purchase one one-hundredth of a share of Series A Junior
Participating Preferred Stock of the Company having the rights, powers and
preferences set forth in the form of Certificate of Designation, Preferences
and Rights attached hereto as Exhibit A, upon the terms and subject to the
conditions hereinafter set forth (the "Rights");

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:

            Section 1.  Certain Definitions.  For purposes of this Agreement,
                        -------------------
the following terms have the meanings indicated:

                   (a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such Person, shall
after the Effective Date be the Beneficial Owner of 15% or more of the sum of
the shares of Common Stock then outstanding, but shall not include the
Company, any Subsidiary of the Company, any employee benefit plan of the
Company or of any Subsidiary of the Company, or any Person or entity organized,
appointed or established by the Company for or pursuant to the terms
of any such plan, or any Person who becomes an Acquiring Person solely as a
result of a reduction in the number of shares of Common Stock outstanding due
to the repurchase of shares of Common Stock by the Company, unless and until
such Person shall purchase or otherwise become the Beneficial Owner of
additional shares of Common Stock constituting 1% or more of the then
outstanding shares of Common Stock.  Notwithstanding the foregoing, if the
Board of Directors of the Company determines in good faith that a Person who
would otherwise be an Acquiring Person has become such inadvertently, and
such Person divests as promptly as practicable a sufficient number of shares
of Common Stock so that such Person would no longer be an Acquiring Person,
then such Person shall not be deemed to be an Acquiring Person for any
purposes of this Agreement.

                                    2
<PAGE> 6

                   (b) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended and in
effect on the date of this Agreement (the "Exchange Act").

                   (c) A Person shall be deemed the "Beneficial Owner" of, and
shall be deemed to "beneficially own," any securities:

                       (i)   which such Person or any of such Person's
      Affiliates or Associates, directly or indirectly, has the right to
      acquire (whether such right is exercisable immediately or only
      after the passage of time) pursuant to any agreement, arrangement
      or understanding (whether or not in writing) or upon the exercise
      of conversion rights, exchange rights, rights, warrants or
      options, or otherwise; provided, however, that a Person shall not
                             --------
      be deemed the "Beneficial Owner" of, or to "beneficially own," (A)
      securities tendered pursuant to a tender or exchange offer made by
      such Person or any of such Person's Affiliates or Associates until
      such tendered securities are accepted for purchase or exchange, or
      (B) securities issuable upon exercise of Rights at any time prior
      to the occurrence of a Triggering Event, or (C) securities
      issuable upon exercise of Rights from and after the occurrence of
      a Triggering Event which Rights were acquired by such Person or
      any of such Person's Affiliates or Associates prior to the
      Distribution Date or pursuant to Section 3(a) or Section 22 hereof
      (the "Original Rights") or pursuant to Section 11(i) hereof in
      connection with an adjustment made with respect to any Original
      Rights;

                       (ii)  which such Person or any of such Person's
      Affiliates or Associates, directly or indirectly, has the right to
      vote or dispose of or has "beneficial ownership" of (as determined
      pursuant to Rule 13d-3 of the General Rules and Regulations under the
      Exchange Act), including pursuant to any agreement, arrangement or
      understanding, whether or not in writing; provided, however, that a
                                                --------
      Person shall not be deemed the "Beneficial Owner" of, or to
      "beneficially own," any security under this subparagraph (ii) as a
      result of an agreement, arrangement or understanding to vote such
      security if such agreement, arrangement or understanding:  (A)
      arises solely from a revocable proxy given in response to a public
      proxy or consent solicitation made pursuant to, and in accordance
      with, the

                                    3
<PAGE> 7

      applicable provisions of the General Rules and Regulations under
      the Exchange Act, and (B) is not also then reportable by such
      Person on Schedule 13D under the Exchange Act (or any comparable or
      successor report); or

                       (iii) which are beneficially owned, directly or
      indirectly, by any other Person (or any Affiliate or Associate
      thereof) with which such Person (or any of such Person's
      Affiliates or Associates) has any agreement, arrangement or
      understanding (whether or not in writing), for the purpose of
      acquiring, holding, voting (except pursuant to a revocable proxy
      as described in the proviso to subparagraph (ii) of this paragraph
      (c)) or disposing of any voting securities of the Company;
      provided, however, that nothing in this paragraph (c) shall cause
      --------
      a Person engaged in the business as an underwriter of securities
      to be deemed the "Beneficial Owner" of, or to "beneficially own,"
      any securities acquired through such Person's participation in
      good faith in a firm commitment underwriting until the expiration
      of forty days (40) after the date of such acquisition.

                   (d) "Business Day" shall mean any day other than a
Saturday, Sunday or a day on which banking institutions in the State of
Missouri are authorized or obligated by law or executive order to close.

                   (e) "Close of business" on any given date shall mean 5:00
P.M., St. Louis, Missouri, time, on such date; provided, however, that if
                                               --------
such date is not a Business Day it shall mean 5:00 P.M., St. Louis, Missouri
time, on the next succeeding Business Day.

                   (f) "Common Stock" shall mean the common stock, par value
$.01 per share, of the Company, except that "Common Stock" when used with
reference to any Person other than the Company shall mean the capital stock
of such Person with the greatest voting power, or the equity securities or
other equity interest having power to control or direct the management, of
such Person.

                   (g) "Continuing Director" shall mean (i) any member of
the Board of Directors of the Company, while such Person is a member of the
Board, who is not an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, or a representative of an Acquiring Person or of any such
Affiliate or Associate, and was a member of the Board on the Effective Date,
or (ii) any Person who subsequently becomes a member of the Board, while such
Person is a member of the

                                    4
<PAGE> 8

Board, who is not an Acquiring Person, or an Affiliate or Associate of an
Acquiring Person, or a representative of an Acquiring Person or of any such
Affiliate or Associate, if such Person's nomination for election or election
to the Board is recommended or approved by a majority of the Continuing
Directors.

                   (h) "Person" shall mean any individual, firm, corporation,
partnership or other entity.

                   (i) "Preferred Stock" shall mean shares of Series A
Junior Participating Preferred Stock, par value $.01 per share, of the
Company and, to the extent that there are not a sufficient number of shares
of Series A Junior Participating Preferred Stock authorized to permit the
full exercise of the Rights, any other series of preferred stock, par value
$.01 per share, of the Company designated for such purpose containing terms
substantially similar to the terms of the Series A Junior Participating
Preferred Stock.

                   (j) "Section 11(a)(ii) Event" shall mean the event
described in Section 11(a)(ii) hereof.

                   (k) "Section 13 Event" shall mean any event described in
clauses (x), (y) or (z) of Section 13(a) hereof.

                   (l) "Stock Acquisition Date" shall mean the first date of
public announcement (which, for purposes of this definition, shall include,
without limitation, a report filed pursuant to Section 13(d) under the
Exchange Act) by the Company or an Acquiring Person that an Acquiring Person
has become such.

                   (m) "Subsidiary" shall mean, with reference to any
Person, any corporation of which an amount of voting securities sufficient to
elect at least a majority of the directors of such corporation is
beneficially owned, directly or indirectly, by such Person, or otherwise
controlled by such Person.

                   (n) "Triggering Event" shall mean the Section 11(a)(ii)
Event or any Section 13 Event.

            Section 2. Appointment of Rights Agent.  The Company hereby
                       ---------------------------
appoints the Rights Agent to act as agent for the Company and the holders of
the Rights (who, in accordance with Section 3 hereof, shall prior to the
Distribution Date also be the holders of the Common Stock) in accordance with
the terms and conditions hereof, and the Rights Agent hereby accepts such
appointment.  The

                                    5
<PAGE> 9

Company may from time to time appoint such Co-Rights Agents as it may deem
necessary or desirable.

            Section 3. Issue of Rights Certificates.
                       ----------------------------

                   (a) Until the earlier of (i) the close of business on the
tenth Business Day after the Stock Acquisition Date or (ii) the close of
business on the tenth Business Day (or such later date as the Board of
Directors shall determine) after the date that a tender or exchange offer by
any Person (other than the Company, any Subsidiary of the Company, any
employee benefit plan of the Company or of any Subsidiary of the Company, or
any Person or entity organized, appointed or established by the Company for
or pursuant to the terms of any such plan) is first published or sent or
given within the meaning of Rule 14d-2(a) of the General Rules and
Regulations under the Exchange Act, if upon consummation thereof, such Person
would be the Beneficial Owner of 15% or more of the shares of Common Stock
then outstanding (the earlier of (i) and (ii) being herein referred to as the
"Distribution Date"), (x) the Rights will be evidenced (subject to the
provisions of paragraph (b) of this Section 3) by the certificates for the
Common Stock registered in the names of the holders of the Common Stock
(which certificates for Common Stock shall be deemed also to be certificates
for Rights) and not by separate certificates, and (y) the Rights will be
transferable only in connection with the transfer of the underlying shares of
Common Stock (including a transfer to the Company).  As soon as practicable
after the Distribution Date, the Rights Agent will send by first-class,
insured, postage prepaid mail, to each record holder of the Common Stock as
of the close of business on the Distribution Date, at the address of such
holder shown on the records of the Company, one or more right certificates,
in substantially the form of Exhibit B hereto (the "Rights Certificates"),
evidencing one Right for each share of Common Stock so held, subject to
adjustment as provided herein.  In the event that an adjustment in the number
of Rights per share of Common Stock has been made pursuant to Section 11(p)
hereof, at the time of distribution of the Rights Certificates, the Company
shall make the necessary and appropriate rounding adjustments (in accordance
with Section 14(a) hereof) so that Rights Certificates representing only
whole numbers of Rights are distributed and cash is paid in lieu of any
fractional Rights.  As of and after the Distribution Date, the Rights will be
evidenced solely by such Rights Certificates.

                   (b) Rights shall be issued in respect of all shares of
Common Stock which are issued after the Record Date but prior to the earlier
of the Distribution Date or the Expiration Date.  Certificates representing
such shares of

                                    6
<PAGE> 10

Common Stock shall also be deemed to be certificates for Rights, and shall
bear the following legend:

            This certificate also evidences and entitles the holder
      hereof to certain Rights as set forth in the Rights Agreement between
      The Earthgrains Company and Boatmen's Trust Company, dated as of
      February 22, 1996 (the "Rights Agreement"), the terms of which are
      hereby incorporated herein by reference and a copy of which is on
      file at the principal offices of The Earthgrains Company.  Under
      certain circumstances, as set forth in the Rights Agreement, such
      Rights will be evidenced by separate certificates and will no
      longer be evidenced by this certificate.  The Earthgrains Company
      will mail to the holder of this certificate a copy of the Rights
      Agreement, as in effect on the date of mailing,  without charge
      promptly after receipt of a written request therefor.  Under
      certain circumstances set forth in the Rights Agreement, Rights
      issued to, or held by, any Person who is, was or becomes an
      Acquiring Person or any Affiliate or Associate thereof (as such
      terms are defined in the Rights Agreement), whether currently held
      by or on behalf of such Person or by any subsequent holder, may
      become null and void.

With respect to such certificates containing the foregoing legend, until the
earlier of (i) the Distribution Date or (ii) the Expiration Date, the Rights
associated with the Common Stock represented by such certificates shall be
evidenced by such certificates alone and registered holders of Common Stock
shall also be the registered holders of the associated Rights, and the
transfer of any of such certificates shall also constitute the transfer of
the Rights associated with the Common Stock represented by such certificates.

            Section 4. Form of Rights Certificates.
                       ---------------------------

                   (a) The Rights Certificates (and the forms of election to
purchase and of assignment to be printed on the reverse thereof) shall each
be substantially in the form set forth in Exhibit B hereto and may have such
marks of identification or designation and such legends, summaries or endorse-
ments printed thereon as the Company may deem appropriate and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which the
Rights may from time to time be listed, or to conform to usage.  Subject to
the provisions of Section 11 and Section

                                    7
<PAGE> 11

22 hereof, the Rights Certificates, whenever distributed, shall be dated as of
the Record Date and on their face shall entitle the holders thereof to
purchase such number of one one-hundredths of a share of Preferred Stock as
shall be set forth therein at the price set forth therein (such exercise price
per one one-hundredth of a share, the "Purchase Price"), but the amount and
type of securities purchasable upon the exercise of each Right and the
Purchase Price thereof shall be subject to adjustment as provided herein.

                   (b) Any Rights Certificate issued pursuant to Section
3(a) or Section 22 hereof that represents Rights beneficially owned by:  (i)
an Acquiring Person or any Associate or Affiliate of an Acquiring Person,
(ii) a transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee after the Acquiring Person becomes such,
or (iii) a transferee of an Acquiring Person (or of any such Associate or
Affiliate) who becomes a transferee prior to or concurrently with the
Acquiring Person becoming such and receives such Rights pursuant to either
(A) a transfer (whether or not for consideration) from the Acquiring Person
to holders of equity interests in such Acquiring Person or to any Person with
whom such Acquiring Person has any continuing agreement, arrangement or
understanding regarding the transferred Rights or (B) a transfer which the
Board of Directors of the Company has determined is part of a plan,
arrangement or understanding which has as a primary purpose or effect
avoidance of Section 7(e) hereof, and any Rights Certificate issued pursuant
to Section 6 or Section 11 hereof upon transfer, exchange, replacement or
adjustment of any other Rights Certificate referred to in this sentence,
shall contain (to the extent feasible) the following legend:

      The Rights represented by this Rights Certificate are or were
      beneficially owned by a Person who was or became an Acquiring Person
      or an Affiliate or Associate of an Acquiring Person (as such terms
      are defined in the Rights Agreement).  Accordingly, this Rights
      Certificate and the Rights represented hereby may become null and
      void in the circumstances specified in Section 7(e) of such
      Agreement.

            Section 5. Countersignature and Registration.
                       ---------------------------------

                   (a) The Rights Certificates shall be executed on behalf
of the Company by its Chairman of the Board, its President or any Vice
President, either manually or by facsimile signature, and shall have affixed
thereto the Company's seal or a facsimile thereof which shall be attested by
the Secretary or an

                                    8
<PAGE> 12

Assistant Secretary of the Company, either manually or by facsimile signature.
The Rights Certificates shall be countersigned by the Rights Agent, either
manually or by facsimile signature, and shall not be valid for any purpose
unless so countersigned.  In case any officer of the Company who shall have
signed any of the Rights Certificates shall cease to be such officer of the
Company before countersignature by the Rights Agent and issuance and delivery
by the Company, such Rights Certificates, nevertheless, may be countersigned
by the Rights Agent and issued and delivered by the Company with the same
force and effect as though the person who signed such Rights Certificates had
not ceased to be such officer of the Company; and any Rights Certificates may
be signed on behalf of the Company by any person who, at the actual date of
the execution of such Rights Certificate, shall be a proper officer of the
Company to sign such Rights Certificate, although at the date of the execution
of this Rights Agreement any such person was not such an officer.

                   (b) Following the Distribution Date, the Rights Agent
will keep or cause to be kept, at its principal office or offices designated
as the appropriate place for surrender of Rights Certificates upon exercise
or transfer, books for registration and transfer of the Rights Certificates
issued hereunder.  Such books shall show the names and addresses of the
respective holders of the Rights Certificates, the number of Rights evidenced
on its face by each of the Rights Certificates and the date of each of the
Rights Certificates.

            Section 6. Transfer, Split Up, Combination and Exchange of
                       -----------------------------------------------
Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates.
-----------------------------------------------------------------------------
Subject to the provisions of Section 4(b), Section 7(e) and Section 14 hereof,
at any time after the close of business on the Distribution Date, and at or
prior to the close of business on the Expiration Date, any Rights Certificate
or Certificates may be transferred, split up, combined or exchanged for
another Rights Certificate or Certificates, entitling the registered holder to
purchase a like number of one one-hundredths of a share of Preferred Stock
(or, following a Triggering Event, Common Stock, other securities, cash or
other assets, as the case may be) as the Rights Certificate or Certificates
surrendered then entitled such holder (or former holder in the case of a
transfer) to purchase.  Any registered holder desiring to transfer, split up,
combine or exchange any Rights Certificate or Certificates shall make such
request in writing delivered to the Rights Agent, and shall surrender the
Rights Certificate or Certificates to be transferred, split up, combined or
exchanged at the principal office or offices of the Rights Agent designated
for such purpose.  Neither the Rights Agent nor the Company shall be obligated
to take any action whatsoever with respect to the transfer of any such
surrendered Rights Certificate until the registered holder shall have
completed and signed the certificate contained

                                    9
<PAGE> 13

in the form of assignment on the reverse side of such Rights Certificate and
shall have provided such additional evidence of the identity of the
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates
thereof as the Company shall reasonably request.  Thereupon the Rights Agent
shall, subject to Section 4(b), Section 7(e) and Section 14 hereof,
countersign and deliver to the Person entitled thereto a Rights Certificate or
Rights Certificates, as the case may be, as so requested.  The Company may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer, split up, combination or
exchange of Rights Certificates.

                   (b) Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft, destruction or
mutilation of a Rights Certificate, and, in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to them, and
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation
of the Rights Certificate if mutilated, the Company will execute and deliver
a new Rights Certificate of like tenor to the Rights Agent for
countersignature and delivery to the registered owner in lieu of the Rights
Certificate so lost, stolen, destroyed or mutilated.

            Section 7. Exercise of Rights; Purchase Price; Expiration Date
                       ---------------------------------------------------
of Rights.  (a)  Subject to Section 7(e) hereof, the registered holder of
---------
any Rights Certificate may exercise the Rights evidenced thereby (except as
otherwise provided herein including, without limitation, the restrictions on
exercisability set forth in Section 9(c), Section 11(a)(iii) and Section
23(a) hereof) in whole or in part at any time after the Distribution Date
upon surrender of the Rights Certificate, with the form of election to
purchase and the certificate on the reverse side thereof duly executed, to
the Rights Agent at the principal office or offices of the Rights Agent
designated for such purpose, together with payment of the aggregate Purchase
Price with respect to the total number of one one-hundredths of a share of
Preferred Stock (or other securities, cash or other assets, as the case may
be) as to which such surrendered Rights are then exercisable, at or prior to
the earlier of (i) the close of business on March 1, 2006 (the "Final Expira-
tion Date"), or (ii) the time at which the Rights are redeemed as provided in
Section 23 hereof (the earlier of (i) and (ii) being herein referred to as
the "Expiration Date").

                   (b) The Purchase Price for each one one-hundredth of a
share of Preferred Stock pursuant to the exercise of a Right shall initially
be $100, and shall be subject to adjustment from time to time as provided in
Sections 11 and 13(a) hereof and shall be payable in accordance with
paragraph (c) below.

                                    10
<PAGE> 14

                   (c) Upon receipt of a Rights Certificate representing
exercisable Rights, with the form of election to purchase and the certificate
duly executed, accompanied by payment, with respect to each Right so
exercised, of the Purchase Price per one one-hundredth of a share of Preferred
Stock (or other securities, cash or other assets, as the case may be)
to be purchased as set forth below and an amount equal to any applicable
transfer tax, the Rights Agent shall, subject to Section 20(k) hereof,
thereupon promptly (i) (A) requisition from any transfer agent of the shares
of Preferred Stock (or make available, if the Rights Agent is the transfer
agent for such shares) certificates for the total number of one
one-hundredths of a share of Preferred Stock to be purchased and the Company
hereby irrevocably authorizes its transfer agent to comply with all such
requests, or (B) if the Company shall have elected to deposit the total
number of shares of Preferred Stock issuable upon exercise of the Rights
hereunder with a depositary agent, requisition from the depositary agent
depositary receipts representing such number of one one-hundredths of a share
of Preferred Stock as are to be purchased (in which case certificates for the
shares of Preferred Stock represented by such receipts shall be deposited by
the transfer agent with the depositary agent) and the Company will direct the
depositary agent to comply with such request, (ii) requisition from the
Company the amount of cash, if any, to be paid in lieu of fractional shares
in accordance with Section 14 hereof, (iii) after receipt of such
certificates or depositary receipts, cause the same to be delivered to, or
upon the order of, the registered holder of such Rights Certificate,
registered in such name or names as may be designated by such holder, and
(iv) after receipt thereof, deliver such cash, if any, to, or upon the order
of, the registered holder of such Rights Certificate.  The payment of the
Purchase Price (as such amount may be reduced pursuant to Section 11(a)(iii)
hereof) may be made (x) in cash or by certified bank check or bank draft
payable to the order of the Company, or (y) by delivery of a certificate or
certificates (with appropriate stock powers executed in blank attached
thereto) evidencing a number of shares of Common Stock equal to the then
Purchase Price divided by the closing price (as determined pursuant to
Section 11(d) hereof) per share of Common Stock on the Trading Day
immediately preceding the date of such exercise.  In the event that the
Company is obligated to issue other securities (including Common Stock) of
the Company, pay cash and/or distribute other property pursuant to Section
11(a) hereof, the Company will make all arrangements necessary so that such
other securities, cash and/or other property are available for distribution
by the Rights Agent, if and when appropriate.  The Company reserves the right
to require prior to the occurrence of a Triggering Event that, upon any
exercise of Rights, a number of Rights be exercised so that only whole shares
of Preferred Stock would be issued.

                                    11
<PAGE> 15

                   (d) In case the registered holder of any Rights Certificate
shall exercise less than all the Rights evidenced thereby, a new Rights
Certificate evidencing Rights equivalent to the Rights remaining unexercised
shall be issued by the Rights Agent and delivered to, or upon the order of,
the registered holder of such Rights Certificate, registered in such name or
names as may be designated by such holder, subject to the provisions of
Section 14 hereof.

                   (e) Notwithstanding anything in this Agreement to the
contrary, from and after the occurrence of the Section 11(a)(ii) Event, any
Rights beneficially owned by (i) an Acquiring Person or an Associate or
Affiliate of an Acquiring Person, (ii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee after the
Acquiring Person becomes such, or (iii) a transferee of an Acquiring Person
(or of any such Associate or Affiliate) who becomes a transferee prior to or
concurrently with the Acquiring Person becoming such and receives such Rights
pursuant to either (A) a transfer (whether or not for consideration) from the
Acquiring Person to holders of equity interests in such Acquiring Person or
to any Person with whom the Acquiring Person has any continuing agreement,
arrangement or understanding regarding the transferred Rights or (B) a
transfer which the Board of Directors of the Company has determined is part
of a plan, arrangement or understanding which has as a primary purpose or
effect the avoidance of this Section 7(e), shall become null and void without
any further action, and no holder of such Rights shall have any rights
whatsoever with respect to such Rights, whether under any provision of this
Agreement or otherwise.  The Company shall use all reasonable efforts to
insure that the provisions of this Section 7(e) and Section 4(b) hereof are
complied with, but shall have no liability to any holder of Rights
Certificates or other Person as a result of its failure to make any
determinations with respect to an Acquiring Person or its Affiliates,
Associates or transferees hereunder.

                   (f) Notwithstanding anything in this Agreement to the
contrary, neither the Rights Agent nor the Company shall be obligated to
undertake any action with respect to a registered holder upon the occurrence
of any purported exercise as set forth in this Section 7 unless such
registered holder shall have (i) completed and signed the certificate
contained in the form of election to purchase set forth on the reverse side
of the Rights Certificate surrendered for such exercise, and (ii) provided
such additional evidence of the identity of the Beneficial Owner (or former
Beneficial Owner) or Affiliates or Associates thereof as the Company shall
reasonably request.

                                    12
<PAGE> 16

            Section 8. Cancellation and Destruction of Rights Certificates.
                       ---------------------------------------------------
All Rights Certificates surrendered for the purpose of exercise, transfer,
split up, combination or exchange shall, if surrendered to the Company or any
of its agents, be delivered to the Rights Agent for cancellation or in
cancelled form, or, if surrendered to the Rights Agent, shall be cancelled by
it, and no Rights Certificates shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Agreement.  The Company
shall deliver to the Rights Agent for cancellation and retirement, and the
Rights Agent shall so cancel and retire, any other Rights Certificate purchased
or acquired by the Company otherwise than upon the exercise thereof. The
Rights Agent shall deliver all cancelled Rights Certificates to the
Company, or shall, at the written request of the Company, destroy such
cancelled Rights Certificates, and in such case shall deliver a certificate
of destruction thereof to the Company.

            Section 9. Reservation and Availability of Capital Stock.
                       ---------------------------------------------
(a) The Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued shares of Preferred Stock (and,
following the occurrence of a Triggering Event, out of its authorized and
unissued shares of Common Stock and/or other securities or out of its
authorized and issued shares held in its treasury), the number of shares of
Preferred Stock (and, following the occurrence of a Triggering Event, Common
Stock and/or other securities) that, as provided in this Agreement including
Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full
of all outstanding Rights.

                   (b) So long as the shares of Preferred Stock (and, following
the occurrence of a Triggering Event, Common Stock and/or other securities)
issuable and deliverable upon the exercise of the Rights may be listed on any
national securities exchange, the Company shall use its best efforts to cause,
from and after such time as the Rights become exercisable, all shares reserved
for such issuance to be listed on such exchange upon official notice of
issuance upon such exercise.

                   (c) The Company shall use its best efforts (i) to file,
as soon as practicable following the earliest date after the occurrence of
the Section 11(a)(ii) Event on which the consideration to be delivered by the
Company upon exercise of the Rights has been determined in accordance with
Section 11(a)(iii) hereof, or as soon as is required by law following the
Distribution Date, as the case may be, a registration statement under the
Securities Act of 1933 (the "Act"), with respect to the securities
purchasable upon exercise of the Rights on an appropriate form, (ii) to cause
such registration statement to become effective as soon as

                                    13
<PAGE> 17

practicable after such filing, and (iii) to cause such registration statement
to remain effective (with a prospectus at all times meeting the requirements
of the Act) until the earlier of (A) the date as of which the Rights are no
longer exercisable for such securities, and (B) the date of the expiration of
the Rights.  The Company will also take such action as may be appropriate
under, or to ensure compliance with, the securities or "blue sky" laws of the
various states in connection with the exercisability of the Rights.  The
Company may temporarily suspend, for a period of time not to exceed ninety
(90) days after the date set forth in clause (i) of the first sentence of
this Section 9(c), the exercisability of the Rights in order to prepare and
file such registration statement and permit it to become effective.  Upon any
such suspension, the Company shall issue a public announcement stating that
the exercisability of the Rights has been temporarily suspended, as well as a
public announcement at such time as the suspension is no longer in effect.
Notwithstanding any provision of this Agreement to the contrary, the Rights
shall not be exercisable in any jurisdiction if the requisite qualification
in such jurisdiction shall not have been obtained, the exercise thereof shall
not be permitted under applicable law or a registration statement shall not
have been declared effective.

                   (d) The Company covenants and agrees that it will take
all such action as may be necessary to ensure that all one one-hundredths of
a share of Preferred Stock (and, following the occurrence of a Triggering
Event, Common Stock and/or other securities) delivered upon exercise of
Rights shall, at the time of delivery of the certificates for such shares
(subject to payment of the Purchase Price), be duly and validly authorized
and issued and fully paid and nonassessable.

                   (e) The Company further covenants and agrees that it will
pay when due and payable any and all federal and state transfer taxes and
charges which may be payable in respect of the issuance or delivery of the
Rights Certificates and of any certificates for a number of one
one-hundredths of a share of Preferred Stock (or Common Stock and/or other
securities, as the case may be) upon the exercise of Rights.  The Company
shall not, however, be required to pay any transfer tax which may be payable
in respect of any transfer or delivery of Rights Certificates to a Person
other than, or the issuance or delivery of a number of one one-hundredths of a
share of Preferred Stock (or Common Stock and/or other securities, as the
case may be) in respect of a name other than that of, the registered holder
of the Rights Certificates evidencing Rights surrendered for exercise or to
issue or deliver any certificates for a number of one one-hundredths of a
share of Preferred Stock (or Common Stock and/or other securities, as the
case may be) in a name other than that of the registered holder upon the
exercise of any Rights until such tax shall have been paid (any such tax
being payable by the holder of such

                                    14
<PAGE> 18

Rights Certificate at the time of surrender) or until it has been established
to the Company's satisfaction that no such tax is due.

            Section 10. Preferred Stock Record Date.  Each person in whose
                        ---------------------------
name any certificate for a number of one one-hundredths of a share of
Preferred Stock (or Common Stock and/or other securities, as the case may be)
is issued upon the exercise of Rights shall for all purposes be deemed to
have become the holder of record of such fractional shares of Preferred Stock
(or Common Stock and/or other securities, as the case may be) represented
thereby on, and such certificate shall be dated, the date upon which the
Rights Certificate evidencing such Rights was duly surrendered and payment of
the Purchase Price (and all applicable transfer taxes) was made; provided,
                                                                 --------
however, that if the date of such surrender and payment is a date upon which
the Preferred Stock (or Common Stock and/or other securities, as the case may
be) transfer books of the Company are closed, such Person shall be deemed to
have become the record holder of such shares (fractional or otherwise) on,
and such certificate shall be dated, the next succeeding Business Day on
which the Preferred Stock (or Common Stock and/or other securities, as the
case may be) transfer books of the Company are open.  Prior to the exercise
of the Rights evidenced thereby, the holder of a Rights Certificate shall not
be entitled to any rights of a stockholder of the Company with respect to
shares for which the Rights shall be exercisable, including, without
limitation, the right to vote, to receive dividends or other distributions or
to exercise any preemptive rights, and shall not be entitled to receive any
notice of any proceedings of the Company, except as provided herein.

            Section 11. Adjustment of Purchase Price, Number and Kind of
                        ------------------------------------------------
Shares or Number of Rights.  The Purchase Price, the number and kind of
--------------------------
shares covered by each Right and the number of Rights outstanding are subject
to adjustment from time to time as provided in this Section 11.

                        (a)(i) In the event the Company shall at any time
      after the date of this Agreement (A) declare a dividend on the
      Preferred Stock payable in shares of Preferred Stock, (B) subdivide
      the outstanding Preferred Stock, (C) combine the outstanding
      Preferred Stock into a smaller number of shares, or (D) issue any
      shares of its capital stock in a reclassification of the Preferred
      Stock (including any such reclassification in connection with a
      consolidation or merger in which the Company is the continuing or
      surviving corporation), except as otherwise provided in this Section
      11(a) and Section 7(e) hereof, the Purchase Price in effect at the
      time of the

                                    15
<PAGE> 19

      record date for such dividend or of the effective date of such
      subdivision, combination or reclassification, and the number
      and kind of shares of Preferred Stock or capital stock, as the case
      may be, issuable on such date, shall be proportionately adjusted so
      that the holder of any Right exercised after such time shall be
      entitled to receive, upon payment of the Purchase Price then in
      effect, the aggregate number and kind of shares of Preferred Stock
      or capital stock, as the case may be, which, if such Right had been
      exercised immediately prior to such date and at a time when the
      Preferred Stock transfer books of the Company were open, he would
      have owned upon such exercise and been entitled to receive by virtue
      of such dividend, subdivision, combination or reclassification.  If
      an event occurs which would require an adjustment under both this
      Section 11(a)(i) and Section 11(a)(ii) hereof, the adjustment
      provided for in this Section 11(a)(i) shall be in addition to, and
      shall be made prior to, any adjustment required pursuant to Section
      11(a)(ii) hereof.

                        (ii) In the event:

                        any Person (other than the Company, any Subsidiary
      of the Company, any employee benefit plan of the Company or of any
      Subsidiary of the Company, or any Person or entity organized,
      appointed or established by the Company for or pursuant to the terms
      of any such plan), alone or together with its Affiliates and Associates,
      shall, at any time after the Effective Date, become the Beneficial Owner
      of 15% or more of the shares of Common Stock then outstanding, unless the
      event causing the 15% threshold to be crossed is a transaction set forth
      in Section 13(a) hereof, or is an acquisition of shares of Common Stock
      pursuant to a  tender offer or an exchange offer for all outstanding
      shares of Common Stock at a price and on terms determined by at least a
      majority of the Continuing Directors to be in the best interests of the
      Company and its stockholders (hereinafter, a "Qualifying Offer"),

then, promptly following the occurrence of such event, proper provision shall
be made so that each holder of a Right (except as provided below and in
Section 7(e) hereof) shall thereafter have the right to receive, upon
exercise thereof at the then current Purchase Price in accordance with the
terms of this Agreement, in lieu of a number of one one-hundredths of a share
of Preferred Stock, such number of shares of Common Stock of the Company as
shall equal the result obtained by (x)

                                    16
<PAGE> 20

multiplying the then current Purchase Price by the then number of one
one-hundredths of a share of Preferred Stock for which a Right was exercisable
immediately prior to the first occurrence of the Section 11(a)(ii) Event, and
(y) dividing that product (which, following such occurrence, shall thereafter
be referred to as the "Purchase Price" for each Right and for all purposes of
this Agreement) by 50% of the current market price (determined pursuant to
Section 11(d) hereof) per share of Common Stock on the date of such occurrence
(such number of shares, the "Adjustment Shares").

                        (iii) In the event that the number of shares of
      Common Stock which are authorized by the Certificate of Incorporation
      but not outstanding or reserved for issuance for purposes other than upon
      exercise of the Rights are not sufficient to permit the exercise in full
      of the Rights in accordance with the foregoing subparagraph (ii) of this
      Section 11(a), the Company shall:  (A) determine the excess of (1) the
      value of the Adjustment Shares issuable upon the exercise of a Right (the
      "Current Value") over (2) the Purchase Price (such excess, the "Spread"),
      and (B) with respect to each Right (subject to Section 7(e) hereof), make
      adequate provision to substitute for the Adjustment Shares, upon exercise
      of the Right and payment of the applicable Purchase Price, (1) cash,
      (2) a reduction in the Purchase Price, (3) Common Stock or other
      equity securities of the Company (including, without limitation,
      shares, or units of shares, of preferred stock which the Board of
      Directors of the Company has deemed to have the same value as shares
      of Common Stock (such shares of preferred stock, "common stock
      equivalents")), (4) debt securities of the Company, (5) other as
      sets, or (6) any combination of the foregoing, having an aggregate
      value equal to the Current Value, where such aggregate value has
      been determined by the Board of Directors of the Company based upon
      the advice of a nationally recognized investment banking firm
      selected by the Board of Directors of the Company; provided,
                                                         --------
      however, if the Company shall not have made adequate provision to
      deliver value pursuant to clause (B) above within thirty (30) days
      following the later of (x) the occurrence of the Section 11(a)(ii)
      Event and (y) the date on which the Company's right of redemption
      pursuant to Section 23(a) expires (the later of (x) and (y) being
      referred to herein as the "Section 11(a)(ii) Trigger Date"), then
      the Company shall be obligated to deliver, upon the surrender for
      exercise of a Right and without requiring payment of the Purchase
      Price, shares of Common Stock (to

                                    17
<PAGE> 21

      the extent available) and then, if necessary, cash, which shares and/or
      cash have an aggregate value equal to the Spread.  If the Board of
      Directors of the Company shall determine in good faith that it is likely
      that sufficient additional shares of Common Stock could be authorized
      for issuance upon exercise in full of the Rights, the thirty (30) day
      period set forth above may be extended to the extent necessary, but not
      more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in
      order that the Company may seek stockholder approval for the
      authorization of such additional shares (such period, as it may be
      extended, the "Substitution Period").  To the extent that the Company
      that some action need be taken pursuant to the first and/or second
      sentences of this Section 11(a)(iii), the Company (x) shall provide,
      subject to Section 7(e) hereof, that such action shall apply
      uniformly to all outstanding Rights, and (y) may suspend the
      exercisability of the Rights until the expiration of the
      Substitution Period in order to seek any authorization of additional
      shares and/or to decide the appropriate form of distribution to be
      made pursuant to such first sentence and to determine the value
      thereof.  In the event of any such suspension, the Company shall
      issue a public announcement stating that the exercisability of the
      Rights has been temporarily suspended, as well as a public
      announcement at such time as the suspension is no longer in effect.
      For purposes of this Section 11(a)(iii), the value of each
      Adjustment Share shall be the current market price (as determined
      pursuant to Section 11(d) hereof) per share of the Common Stock on
      the Section 11(a)(ii) Trigger Date and the per share or per unit
      value of any "common stock equivalent" shall be deemed to be equal
      to the current market price (as determined pursuant to Section 11(d)
      hereof) of the Common Stock on such date.

                   (b) In case the Company shall fix a record date for the
issuance of rights, options or warrants to all holders of Preferred Stock
entitling them to subscribe for or purchase (for a period expiring within
forty-five (45) calendar days after such record date) Preferred Stock (or
shares having the same rights, privileges and preferences as the shares of
Preferred Stock ("equivalent preferred stock")) or securities convertible
into Preferred Stock or equivalent preferred stock at a price per share of
Preferred Stock or per share of equivalent preferred stock (or having a
conversion price per share, if a security convertible into Preferred Stock or
equivalent preferred stock) less than the current market price (as determined
pursuant to Section 11(d) hereof) per share of Preferred Stock on such

                                    18
<PAGE> 22

record date, the Purchase Price to be in effect after such record date shall
be determined by multiplying the Purchase Price in effect immediately prior to
such record date by a fraction, the numerator of which shall be the number of
shares of Preferred Stock outstanding on such record date, plus the number of
shares of Preferred Stock which the aggregate offering price of the total
number of shares of Preferred Stock and/or equivalent preferred stock so to
be offered (and/or the aggregate initial conversion price of the convertible
securities so to be offered) would purchase at such current market price, and
the denominator of which shall be the number of shares of Preferred Stock
outstanding on such record date, plus the number of additional shares of
Preferred Stock and/or equivalent preferred stock to be offered for
subscription or purchase (or into which the convertible securities so to be
offered are initially convertible).  In case such subscription price may be
paid by delivery of consideration part or all of which may be in a form other
than cash, the value of such consideration shall be as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and shall be binding on
the Rights Agent and the holders of the Rights.  Shares of Preferred Stock
owned by or held for the account of the Company shall not be deemed
outstanding for the purpose of any such computation.  Such adjustment shall
be made successively whenever such a record date is fixed, and in the event
that such rights or warrants are not so issued, the Purchase Price shall be
adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.

                   (c) In case the Company shall fix a record date for a
distribution to all holders of Preferred Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of indebtedness, cash
(other than a regular quarterly cash dividend out of the earnings or retained
earnings of the Company), assets (other than a dividend payable in Preferred
Stock, but including any dividend payable in stock other than Preferred
Stock) or subscription rights or warrants (excluding those referred to in
Section 11(b) hereof), the Purchase Price to be in effect after such record
date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the current market price (as determined pursuant to Section 11(d)
hereof) per share of Preferred Stock on such record date, less the fair market
value (as determined in good faith by the Board of Directors of the Company,
whose determination shall be described in a statement filed with the Rights
Agent) of the portion of the cash, assets or evidences of indebtedness so to
be distributed or of such subscription rights or warrants applicable to a
share of Preferred Stock and the denominator of which shall be such current
market price (as determined pursuant to Section 11(d) hereof)

                                    19
<PAGE> 23

per share of Preferred Stock.  Such adjustments shall be made successively
whenever such a record date is fixed, and in the event that such distribution
is not so made, the Purchase Price shall be adjusted to be the Purchase Price
which would have been in effect if such record date had not been fixed.

                   (d)(i) For the purpose of any computation hereunder, other
      than computations made pursuant to Section 11(a)(iii) hereof, the
      "current market price" per share of Common Stock on any date shall
      be deemed to be the average of the daily closing prices per share
      of such Common Stock for the thirty (30) consecutive Trading Days
      (as such term is hereinafter defined) immediately prior to such
      date, and for purposes of computations made pursuant to Section
      11(a)(iii) hereof, the "current market price" per share of Common
      Stock on any date shall be deemed to be the average of the daily
      closing prices per share of such Common Stock for the ten (10)
      consecutive Trading Days immediately following such date; provided,
                                                                --------
      however, that in the event that the current market price per share
      of the Common Stock is determined during a period following the
      announcement by the issuer of such Common Stock of (A) a dividend
      or distribution on such Common Stock payable in shares of such
      Common Stock or securities convertible into shares of such Common
      Stock (other than the Rights), or (B) any subdivision, combination
      or reclassification of such Common Stock, and the ex-dividend date
      for such dividend or distribution, or the record date for such
      subdivision, combination or reclassification shall not have
      occurred prior to the commencement of the requisite thirty (30)
      Trading Day or ten (10) Trading Day period, as set forth above,
      then, and in each such case, the "current market price" shall be
      properly adjusted to take into account ex-dividend trading.  The
      closing price for each day shall be the last sale price, regular
      way, or, in case no such sale takes place on such day, the average
      of the closing bid and asked prices, regular way, in either case as
      reported in the principal consolidated transaction reporting system
      with respect to securities listed or admitted to trading on the New
      York Stock Exchange or, if the shares of Common Stock are not
      listed or admitted to trading on the New York Stock Exchange, as
      reported in the principal consolidated transaction reporting system
      with respect to securities listed on the principal national
      securities exchange on which the shares of Common Stock are listed
      or admitted to trading or, if the shares of Common Stock are not
      listed or admitted to trading on any national securities exchange,
      the last

                                    20
<PAGE> 24

      quoted price or, if not so quoted, the average of the high
      bid and low asked prices in the over-the-counter market, as
      reported by the National Association of Securities Dealers, Inc.
      Automated Quotation System ("NASDAQ") or such other system then in
      use, or, if on any such date the shares of Common Stock are not
      quoted by any such organization, the average of the closing bid and
      asked prices as furnished by a professional market maker making a
      market in the Common Stock selected by the Board of Directors of
      the Company.  If on any such date no market maker is making a
      market in the Common Stock, the  fair value of such shares on such
      date as determined in good faith by the Board of Directors of the
      Company shall be used.  The term "Trading Day" shall mean a day on
      which the principal national securities exchange on which the
      shares of Common Stock are listed or admitted to trading is open
      for the transaction of business or, if the shares of Common Stock
      are not listed or admitted to trading on any national securities
      exchange, a Business Day.  If the Common Stock is not publicly held
      or not so listed or traded, "current market price" per share shall
      mean the fair value per share as determined in good faith by the
      Board of Directors of the Company, whose determination shall be
      described in a statement filed with the Rights Agent and shall be
      conclusive for all purposes.

                        (ii) For the purpose of any computation hereunder,
      the "current market price" per share of Preferred Stock shall be
      determined in the same manner as set forth above for the Common
      Stock in clause (i) of this Section 11(d) (other than the last
      sentence thereof).  If the current market price per share of
      Preferred Stock cannot be determined in the manner provided above or
      if the Preferred Stock is not publicly held or listed or traded in a
      manner described in clause (i) of this Section 11(d), the "current
      market price" per share of Preferred Stock shall be conclusively
      deemed to be an amount equal to 100 (as such number may be
      appropriately adjusted for such events as stock splits, stock
      dividends and recapitalizations with respect to the Common Stock
      occurring after the date of this Agreement) multiplied by the
      current market price per share of the Common Stock.  If neither the
      Common Stock nor the Preferred Stock is publicly held or so listed
      or traded, "current market price" per share of the Preferred Stock
      shall mean the fair value per share as determined in good faith by
      the Board of Directors

                                    21
<PAGE> 25

      of the Company, whose determination shall be described in a statement
      filed with the Rights Agent and shall be conclusive for all purposes.
      For all purposes of this Agreement, the "current market price" of one
      one-hundredth of a share of Preferred Stock shall be equal to the
      "current market price" of one share of Preferred Stock divided by 100.

                   (e) Anything herein to the contrary notwithstanding, no
adjustment in the Purchase Price shall be required unless such adjustment
would require an increase or decrease of at least one percent (1%) in the
Purchase Price; provided, however, that any adjustments which by reason of
                --------
this Section 11(e) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment.  All calculations under this
Section 11 shall be made to the nearest cent or to the nearest ten-thousandth
of a share of Common Stock or other share or one-millionth of a share of
Preferred Stock, as the case may be.  Notwithstanding the first sentence of
this Section 11(e), any adjustment required by this Section 11 shall be made
no later than the earlier of (i) three (3) years from the date of the
transaction which mandates such adjustment, or (ii) the Expiration Date.

                   (f) If as a result of an adjustment made pursuant to
Section 11(a)(ii) or Section 13(a) hereof, the holder of any Right thereafter
exercised shall become entitled to receive any shares of capital stock other
than Preferred Stock, thereafter the number of such other shares so
receivable upon exercise of any Right and the Purchase Price thereof shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Preferred
Stock contained in Sections 11(a), (b), (c), (e), (g), (h), (i), (j), (k) and
(m), and the provisions of Sections 7, 9, 10, 13 and 14 hereof with respect
to the Preferred Stock shall apply on like terms to any such other shares.

                   (g) All Rights originally issued by the Company subse-
quent to any adjustment made to the Purchase Price hereunder shall evidence
the right to purchase, at the adjusted Purchase Price, the number of one
one-hundredths of a share of Preferred Stock purchasable from time to time
hereunder upon exercise of the Rights, all subject to further adjustment as
provided herein.

                   (h) Unless the Company shall have exercised its election
as provided in Section 11(i), upon each adjustment of the Purchase Price as a
result of the calculations made in Sections 11(b) and (c), each Right
outstanding immediately prior to the making of such adjustment shall
thereafter evidence the right to purchase, at the adjusted Purchase Price,
that number of one one-hundredths

                                    22
<PAGE> 26

of a share of Preferred Stock (calculated to the nearest one-millionth)
obtained by (i) multiplying (x) the number of one one-hundredths of a share
covered by a Right immediately prior to this adjustment, by (y) the Purchase
Price in effect immediately prior to such adjustment of the Purchase Price,
and (ii) dividing the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

                   (i) The Company may elect on or after the date of any
adjustment of the Purchase Price to adjust the number of Rights, in lieu of
any adjustment in the number of one one-hundredths of a share of Preferred
Stock purchasable upon the exercise of a Right.  Each of the Rights
outstanding after the adjustment in the number of Rights shall be exercisable
for the number of one one-hundredths of a share of Preferred Stock for which
a Right was exercisable immediately prior to such adjustment.  Each Right
held of record prior to such adjustment of the number of Rights shall become
that number of Rights (calculated to the nearest one-ten-thousandth) obtained
by dividing the Purchase Price in effect immediately prior to adjustment of
the Purchase Price by the Purchase Price in effect immediately after
adjustment of the Purchase Price.  The Company shall make a public
announcement of its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the amount of the
adjustment to be made.  This record date may be the date on which the
Purchase Price is adjusted or any day thereafter, but, if the Rights
Certificates have been issued, shall be at least ten (10) days later than the
date of the public announcement.  If Rights Certificates have been issued,
upon each adjustment of the number of Rights pursuant to this Section 11(i),
the Company shall, as promptly as practicable, cause to be distributed to
holders of record of Rights Certificates on such record date Rights
Certificates evidencing, subject to Section 14 hereof, the additional Rights
to which such holders shall be entitled as a result of such adjustment, or, at
the option of the Company, shall cause to be distributed to such holders of
record in substitution and replacement for the Rights Certificates held by
such holders prior to the date of adjustment, and upon surrender thereof, if
required by the Company, new Rights Certificates evidencing all the Rights to
which such holders shall be entitled after such adjustment.  Rights
Certificates so to be distributed shall be issued, executed and countersigned
in the manner provided for herein (and may bear, at the option of the
Company, the adjusted Purchase Price) and shall be registered in the names of
the holders of record of Rights Certificates on the record date specified in
the public announcement.

                   (j) Irrespective of any adjustment or change in the
Purchase Price or the number of one one-hundredths of a share of Preferred
Stock

                                    23
<PAGE> 27

issuable upon the exercise of the Rights, the Rights Certificates theretofore
and thereafter issued may continue to express the Purchase Price per one
one-hundredths of a share and the number of one one-hundredths of a share
which were expressed in the initial Rights Certificates issued hereunder.

                   (k) Before taking any action that would cause an adjustment
reducing the Purchase Price below the then stated value, if any, of the
number of one one-hundredths of a share of Preferred Stock issuable upon
exercise of the Rights, the Company shall take any corporate action which
may, in the opinion of its counsel, be necessary in order that the Company
may validly and legally issue fully paid and nonassessable such number of one
one-hundredths of a share of Preferred Stock at such adjusted Purchase Price.

                   (l) In any case in which this Section 11 shall require
that an adjustment in the Purchase Price be made effective as of a record
date for a specified event, the Company may elect to defer until the
occurrence of such event the issuance to the holder of any Right exercised
after such record date the number of one one-hundredths of a share of
Preferred Stock and other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the number of one one-hundredths
of a share of Preferred Stock and other capital stock or securities of the
Company, if any, issuable upon such exercise on the basis of the Purchase
Price in effect prior to such adjustment; provided, however, that the
                                          --------
Company shall deliver to such holder a due bill or other appropriate
instrument evidencing such holder's right to receive such additional shares
(fractional or otherwise) or securities upon the occurrence of the event
requiring such adjustment.

                   (m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such reductions in the
Purchase Price, in addition to those adjustments expressly required by this
Section 11, as and to the extent that in their good faith judgment the Board
of Directors of the Company shall determine to be advisable in order that any
(i) consolidation or subdivision of the Preferred Stock, (ii) issuance wholly
for cash of any shares of Preferred Stock at less than the current market
price, (iii) issuance wholly for cash of shares of Preferred Stock or
securities which by their terms are convertible into or exchangeable for
shares of Preferred Stock, (iv) stock dividends, or (v) issuance of rights,
options or warrants referred to in this Section 11, hereafter made by the
Company to holders of its Preferred Stock shall not be taxable to such
stockholders.

                   (n) The Company covenants and agrees that it shall not,
at any time after the Distribution Date, (i) consolidate with any other
Person (other

                                    24
<PAGE> 28

than a Subsidiary of the Company in a transaction which complies with Section
11(o) hereof), (ii) merge with or into any other Person (other than a
Subsidiary of the Company in a transaction which complies with Section 11(o)
hereof), or (iii) sell or transfer (or permit any Subsidiary to sell or
transfer), in one transaction, or a series of related transactions, assets or
earning power aggregating more than 50% of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other Person or Persons
(other than the Company and/or any of its Subsidiaries in one or more
transactions each of which complies with Section 11(o) hereof), if (x) at the
time of or immediately after such consolidation, merger or sale there are any
rights, warrants or other instruments or securities outstanding or agreements
in effect which would substantially diminish or otherwise eliminate the
benefits intended to be afforded by the Rights or (y) prior to, simultaneously
with or immediately after such consolidation, merger or sale, the stockholders
of the Person who constitutes, or would constitute, the "Principal Party" for
purposes of Section 13(a) hereof shall have received a distribution of Rights
previously owned by such Person or any of its Affiliates and Associates.

                   (o) The Company covenants and agrees that, after the
Distribution Date, it will not, except as permitted by Section 23 or Section
26 hereof, take (or permit any Subsidiary to take) any action if at the time
such action is taken it is reasonably foreseeable that such action will
diminish substantially or otherwise eliminate the benefits intended to be
afforded by the Rights.

                   (p) Anything in this Agreement to the contrary
notwithstanding, in the event that the Company shall at any time after the
Effective Date and prior to the Distribution Date (i) declare a dividend on
the outstanding shares of Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding shares of Common Stock, or (iii) combine the
outstanding shares of Common Stock into a smaller number of shares, the
number of Rights associated with each share of Common Stock then outstanding,
or issued or delivered thereafter but prior to the Distribution Date, shall
be proportionately adjusted so that the number of Rights thereafter
associated with each share of Common Stock following any such event shall
equal the result obtained by multiplying the number of Rights associated with
each share of Common Stock immediately prior to such event by a fraction the
numerator of which shall be the total number of shares of Common Stock
outstanding immediately prior to the occurrence of the event and the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately following the occurrence of such event.

                                    25
<PAGE> 29

            Section 12. Certificate of Adjusted Purchase Price or Number of
                        ---------------------------------------------------
Shares.  Whenever an adjustment is made as provided in Section 11 and Section
------
13 hereof, the Company shall (a) promptly prepare a certificate setting forth
such adjustment and a brief statement of the facts accounting for such
adjustment, (b) promptly file with the Rights Agent, and with each transfer
agent for the Preferred Stock and the Common Stock, a copy of such certificate,
and (c) mail or cause the Rights Agent to mail a brief summary thereof to each
holder of a Rights Certificate (or, if prior to the Distribution Date, to
each holder of a certificate representing shares of Common Stock) in
accordance with Section 25 hereof.  The Rights Agent shall be fully protected
in relying on any such certificate and on any adjustment therein contained.

            Section 13. Consolidation, Merger or Sale or Transfer of Assets
                        ---------------------------------------------------
or Earning Power.
----------------

                   (a) In the event that, following the Stock Acquisition
Date, directly or indirectly, (x) the Company shall consolidate with, or
merge with and into, any other Person (other than a Subsidiary of the Company
in a transaction which complies with Section 11(o) hereof), and the Company
shall not be the continuing or surviving corporation of such consolidation or
merger, (y) any Person (other than a Subsidiary of the Company in a
transaction which complies with Section 11(o) hereof) shall consolidate with,
or merge with or into, the Company, and the Company shall be the continuing
or surviving corporation of such consolidation or merger and, in connection
with such consolidation or merger, all or part of the outstanding shares of
Common Stock shall be changed into or exchanged for stock or other securities
of any other Person or cash or any other property, or (z) the Company shall
sell or otherwise transfer (or one or more of its Subsidiaries shall sell or
otherwise transfer), in one transaction or a series of related transactions,
assets or earning power aggregating more than 50% of the assets or earning
power of the Company and its Subsidiaries (taken as a whole) to any Person or
Persons (other than the Company or any Subsidiary of the Company in one or
more transactions each of which complies with Section 11(o) hereof), then,
and in each such case (except as may be contemplated by Section 13(d)
hereof), proper provision shall be made so that: (i) each holder of a Right,
except as provided in Section 7(e) hereof, shall thereafter have the right to
receive, upon the exercise thereof at the then current Purchase Price in
accordance with the terms of this Agreement, such number of validly
authorized and issued, fully paid, nonassessable and freely tradeable shares
of Common Stock of the Principal Party (as such term is hereinafter defined),
not subject to any liens, encumbrances, rights of first refusal or other
adverse claims, as shall be equal to the result obtained by (1) multiplying

                                    26
<PAGE> 30

the then current Purchase Price by the number of one one-hundredths of a
share of Preferred Stock for which a Right is exercisable immediately prior
to the first occurrence of a Section 13 Event (or, if a Section 11(a)(ii)
Event has occurred prior to the first occurrence of a Section 13 Event,
multiplying the number of such one one-hundredths of a share for which a
Right was exercisable immediately prior to the first occurrence of a Section
11(a)(ii) Event by the Purchase Price in effect immediately prior to such
first occurrence), and dividing that product (which, following the first
occurrence of a Section 13 Event, shall be referred to as the "Purchase
Price" for each Right and for all purposes of this Agreement) by (2) 50% of
the current market price (determined pursuant to Section 11(d)(i) hereof) per
share of the Common Stock of such Principal Party on the date of consummation
of such Section 13 Event; (ii) such Principal Party shall thereafter be
liable for, and shall assume, by virtue of such Section 13 Event, all the
obligations and duties of the Company pursuant to this Agreement; (iii) the
term "Company" shall thereafter be deemed to refer to such Principal Party,
it being specifically intended that the provisions of Section 11 hereof shall
apply only to such Principal Party following the first occurrence of a
Section 13 Event; (iv) such Principal Party shall take such steps (including,
but not limited to, the reservation of a sufficient number of shares of its
Common Stock) in connection with the consummation of any such transaction as
may be necessary to assure that the provisions hereof shall thereafter be
applicable, as nearly as reasonably may be, in relation to its shares of
Common Stock thereafter deliverable upon the exercise of the Rights; and (v)
the provisions of Section 11(a)(ii) hereof shall be of no effect following
the first occurrence of any Section 13 Event.

                   (b) "Principal Party" shall mean

                        (i) in the case of any transaction described in
      clause (x) or (y) of the first sentence of Section 13(a), the Person
      that is the issuer of any securities into which shares of Common
      Stock of the Company are converted in such merger or consolidation,
      and if no securities are so issued, the Person that is the other
      party to such merger or consolidation; and

                        (ii) in the case of any transaction described in
      clause (z) of the first sentence of Section 13(a), the Person that
      is the party receiving the greatest portion of the assets or earning
      power transferred pursuant to such transaction or transactions;

                                    27
<PAGE> 31

provided, however, that in any such case, (1) if the Common Stock of such
--------
Person is not at such time and has not been continuously over the preceding
twelve (12) month period registered under Section 12 of the Exchange Act, and
such Person is a direct or indirect Subsidiary of another Person the Common
Stock of which is and has been so registered, "Principal Party" shall refer
to such other Person; and (2) in case such Person is a Subsidiary, directly
or indirectly, of more than one Person, the Common Stocks of two or more of
which are and have been so registered, "Principal Party" shall refer to
whichever of such Persons is the issuer of the Common Stock having the
greatest aggregate market value.

                   (c) The Company shall not consummate any such
consolidation, merger, sale or transfer unless the Principal Party shall have
a sufficient number of authorized shares of its Common Stock which have not
been issued or reserved for issuance to permit the exercise in full of the
Rights in accordance with this Section 13 and unless prior thereto the
Company and such Principal Party shall have executed and delivered to the
Rights Agent a supplemental agreement providing for the terms set forth in
paragraphs (a) and (b) of this Section 13 and further providing that, as soon
as practicable after the date of any consolidation, merger or sale of assets
mentioned in paragraph (a) of this Section 13, the Principal Party will

                        (i) prepare and file a registration statement under
      the Act, with respect to the Rights and the securities purchasable
      upon exercise of the Rights on an appropriate form, and will use its
      best efforts to cause such registration statement to (A) become
      effective as soon as practicable after such filing and (B) remain
      effective (with a prospectus at all times meeting the requirements
      of the Act) until the Expiration Date; and

                        (ii) will deliver to holders of the Rights
      historical financial statements for the Principal Party and each of
      its Affiliates which comply in all respects with the requirements
      for registration on Form 10 under the Exchange Act.

The provisions of this Section 13 shall similarly apply to successive mergers
or consolidations or sales or other transfers.  In the event that a Section
13 Event shall occur at any time after the occurrence of a Section 11(a)(ii)
Event, the Rights which have not theretofore been exercised shall thereafter
become exercisable in the manner described in Section 13(a).

                                    28
<PAGE> 32

                   (d) Notwithstanding anything in this Agreement to the
contrary, Section 13 shall not be applicable to a transaction described in
subparagraphs (x) and (y) of Section 13(a) if (i) such transaction is
consummated with a Person or Persons who acquired shares of Common Stock
pursuant to a Qualified Offer (or a wholly owned subsidiary of such Person or
Persons), (ii) the price per share of Common Stock offered in such
transaction is not less than the price per share of Common Stock paid to all
holders of shares of Common Stock whose shares were purchased pursuant to
such tender offer or exchange offer, and (iii) the form of consideration
being offered to the remaining holders of shares of Common Stock pursuant to
such transaction is the same as the form of consideration paid pursuant to
such tender offer or exchange offer.  Upon consummation of any such
transaction contemplated by this Section 13(d), all rights hereunder shall
expire.

            Section 14. Fractional Rights and Fractional Shares.
                        ---------------------------------------

                   (a) The Company shall not be required to issue fractions
of Rights, except prior to the Distribution Date as provided in Section 11(p)
hereof, or to distribute Rights Certificates which evidence fractional
Rights.  In lieu of such fractional Rights, there shall be paid to the
registered holders of the Rights Certificates with regard to which such
fractional Rights would otherwise be issuable, an amount in cash equal to the
same fraction of the current market value of a whole Right.  For purposes of
this Section 14(a), the current market value of a whole Right shall be the
closing price of the Rights for the Trading Day immediately prior to the date
on which such fractional Rights would have been otherwise issuable.  The
closing price of the Rights for any day shall be the last sale price, regular
way, or, in case no such sale takes place on such day, the average of the
closing bid and asked prices, regular way, in either case as reported in the
principal consolidated transaction reporting system with respect to securities
listed or admitted to trading on the New York Stock Exchange or, if the Rights
are not listed or admitted to trading on the New York Stock Exchange, as
reported in the principal consolidated transaction reporting system with
respect to securities listed on the principal national securities exchange on
which the Rights are listed or admitted to trading, or if the Rights are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any
such organization, the average of the closing bid and asked prices as
furnished by a professional market maker making a market in the Rights
selected by the Board of Directors of the Company.  If on any such date no
such market maker is making a market in the

                                    29
<PAGE> 33

Rights the fair value of the Rights on such date as determined in good faith
by the Board of Directors of the Company shall be used.

                   (b) The Company shall not be required to issue fractions
of shares of Preferred Stock (other than fractions which are integral
multiples of one one-hundredth of a share of Preferred Stock), which may, at
the option of the Company, be evidenced by depositary receipts upon exercise
of the Rights or to distribute certificates which evidence fractional shares
of Preferred Stock (other than fractions which are integral multiples of one
one-hundredth of a share of Preferred Stock).  In lieu of fractional shares
of Preferred Stock that are not integral multiples of one one-hundredth of a
share of Preferred Stock, the Company may pay to the registered holders of
Rights Certificates at the time such Rights are exercised as herein provided
an amount in cash equal to the same fraction of the current market value of
one one-hundredth of a share of Preferred Stock.  For purposes of this
Section 14(b), the current market value of one one-hundredth of a share of
Preferred Stock shall be one one-hundredth of the closing price of a share of
Preferred Stock (as determined pursuant to Section 11(d)(ii) hereof) for the
Trading Day immediately prior to the date of such exercise.

                   (c) Following the occurrence of a Triggering Event, the
Company shall not be required to issue fractions of shares of Common Stock
upon exercise of the Rights or to distribute certificates which evidence
fractional shares of Common Stock.  In lieu of fractional shares of Common
Stock, the Company may pay to the registered holders of Rights Certificates
at the time such Rights are exercised as herein provided an amount in cash
equal to the same fraction of the current market value of one (1) share of
Common Stock.  For purposes of this Section 14(c), the current market value
of one (1) share of Common Stock shall be the closing price of one (1) share
of Common Stock (as determined pursuant to Section 11(d)(i) hereof) for the
Trading Day immediately prior to the date of such exercise.

                   (d) The holder of a Right by the acceptance of the Rights
expressly waives his right to receive any fractional Rights or any fractional
shares upon exercise of a Right, except as permitted by this Section 14.

            Section 15. Rights of Action.  All rights of action in respect
                        ----------------
of this Agreement are vested in the respective registered holders of the
Rights Certificates (and, prior to the Distribution Date, the registered
holders of the Common Stock); and any registered holder of any Rights
Certificate (or, prior to the Distribution Date, of the Common Stock),
without the consent of the Rights Agent or of the

                                    30
<PAGE> 34

holder of any other Rights Certificate (or, prior to the Distribution Date, of
the Common Stock), may, in his own behalf and for his own benefit, enforce,
and may institute and maintain any suit, action or proceeding against the
Company to enforce, or otherwise act in respect of, his right to exercise the
Rights evidenced by such Rights Certificate in the manner provided in such
Rights Certificate and in this Agreement.  Without limiting the foregoing or
any remedies available to the holders of Rights, it is specifically
acknowledged that the holders of Rights would not have an adequate remedy at
law for any breach of this Agreement and shall be entitled to specific
performance of the obligations hereunder and injunctive relief against actual
or threatened violations of the obligations hereunder of any Person subject to
this Agreement.

            Section 16. Agreement of Rights Holders.  Every holder of a
                        ---------------------------
Right by accepting the same consents and agrees with the Company and the
Rights Agent and with every other holder of a Right that:

                   (a) prior to the Distribution Date, the Rights will be
transferable only in connection with the transfer of Common Stock;

                   (b) after the Distribution Date, the Rights Certificates
are transferable only on the registry books of the Rights Agent if
surrendered at the principal office or offices of the Rights Agent designated
for such purposes, duly endorsed or accompanied by a proper instrument of
transfer and with the appropriate forms and certificates fully executed;

                   (c) subject to Section 6(a) and Section 7(f) hereof, the
Company and the Rights Agent may deem and treat the person in whose name a
Rights Certificate (or, prior to the Distribution Date, the associated Common
Stock certificate) is registered as the absolute owner thereof and of the
Rights evidenced thereby (notwithstanding any notations of ownership or
writing on the Rights Certificates or the associated Common Stock certificate
made by anyone other than the Company or the Rights Agent) for all purposes
whatsoever, and neither the Company nor the Rights Agent, subject to the last
sentence of Section 7(e) hereof, shall be required to be affected by any
notice to the contrary; and

                   (d) notwithstanding anything in this Agreement to the
contrary, neither the Company nor the Rights Agent shall have any liability
to any holder of a Right or other Person as a result of its inability to
perform any of its obligations under this Agreement by reason of any
preliminary or permanent injunction or other order, decree or ruling issued
by a court of competent jurisdiction

                                    31
<PAGE> 35

or by a governmental, regulatory or administrative agency or commission, or
any statute, rule, regulation or executive order promulgated or enacted by any
governmental authority, prohibiting or otherwise restraining performance of
such obligation; provided, however, the Company must use its best efforts to
                 --------
have any such order, decree or ruling lifted or otherwise overturned as soon
as possible.

            Section 17. Rights Certificate Holder Not Deemed a Stockholder.
                        --------------------------------------------------
No holder, as such, of any Rights Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the number of
one one-hundredths of a share of Preferred Stock or any other securities of
the Company which may at any time be issuable on the exercise of the Rights
represented thereby, nor shall anything contained herein or in any Rights
Certificate be construed to confer upon the holder of any Rights Certificate,
as such, any of the rights of a stockholder of the Company or any right to
vote for the election of directors or upon any matter submitted to
stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meetings or other actions affecting
stockholders (except as provided in Section 24 hereof), or to receive
dividends or subscription rights, or otherwise, until the Right or Rights
evidenced by such Rights Certificate shall have been exercised in accordance
with the provisions hereof.

            Section 18.  Concerning the Rights Agent.
                         ---------------------------

                   (a) The Company agrees to pay to the Rights Agent
reasonable compensation for all services rendered by it hereunder and, from
time to time, on demand of the Rights Agent, its reasonable expenses and
counsel fees and disbursements and other disbursements incurred in the
administration and execution of this Agreement and the exercise and
performance of its duties hereunder. The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss, liability, or
expense, incurred without negligence, bad faith or willful misconduct on the
part of the Rights Agent, for anything done or omitted by the Rights Agent in
connection with the acceptance and administration of this Agreement,
including the costs and expenses of defending against any claim of liability
in the premises.

                   (b) The Rights Agent shall be protected and shall incur
no liability for or in respect of any action taken, suffered or omitted by it
in connection with its administration of this Agreement in reliance upon any
Rights Certificate or certificate for Common Stock or for other securities of
the Company, instrument of assignment or transfer, power of attorney,
endorsement, affidavit, letter, notice,

                                    32
<PAGE> 36

direction, consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and, where necessary,
verified or acknowledged, by the proper Person or Persons.

            Section 19. Merger or Consolidation or Change of Name of Rights
                        ---------------------------------------------------
Agent.
-----

                   (a) Any corporation into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be consolidated, or
any corporation resulting from any merger or consolidation to which the
Rights Agent or any successor Rights Agent shall be a party, or any
corporation succeeding to the corporate trust or stock transfer business of
the Rights Agent or any successor Rights Agent, shall be the successor to the
Rights Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto; provided,
                                                                   --------
however, that such corporation would be eligible for appointment as a successor
Rights Agent under the provisions of Section 21 hereof.  In case at the
time such successor Rights Agent shall succeed to the agency created by this
Agreement, any of the Rights Certificates shall have been countersigned but
not delivered, any such successor Rights Agent may adopt the countersignature
of a predecessor Rights Agent and deliver such Rights Certificates so
countersigned; and in case at that time any of the Rights Certificates shall
not have been countersigned, any successor Rights Agent may countersign such
Rights Certificates either in the name of the predecessor or in the name of
the successor Rights Agent; and in all such cases such Rights Certificates
shall have the full force provided in the Rights Certificates and in this
Agreement.

                   (b) In case at any time the name of the Rights Agent
shall be changed and at such time any of the Rights Certificates shall have
been countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Rights Certificates so
countersigned; and in case at that time any of the Rights Certificates shall
not have been countersigned, the Rights Agent may countersign such Rights
Certificates either in its prior name or in its changed name; and in all such
cases such Rights Certificates shall have the full force provided in the
Rights Certificates and in this Agreement.

            Section 20. Duties of Rights Agent.  The Rights Agent undertakes
                        ----------------------
the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company and the holders of Rights
Certificates, by their acceptance thereof, shall be bound:

                                    33
<PAGE> 37

                   (a) The Rights Agent may consult with legal counsel (who
may be legal counsel for the Company), and the opinion of such counsel shall
be full and complete authorization and protection to the Rights Agent as to
any action taken or omitted by it in good faith and in accordance with such
opinion.

                   (b) Whenever in the performance of its duties under this
Agreement the Rights Agent shall deem it necessary or desirable that any fact
or matter (including, without limitation, the identity of any Acquiring
Person and the determination of "current market price") be proved or
established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by the Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer, the
Secretary or any Assistant Secretary of the Company and delivered to the
Rights Agent; and such certificate shall be full authorization to the Rights
Agent for any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

                   (c) The Rights Agent shall be liable hereunder only for
its own negligence, bad faith or willful misconduct.

                   (d) The Rights Agent shall not be liable for or by reason
of any of the statements of fact or recitals contained in this Agreement or
in the Rights Certificates or be required to verify the same (except as to
its countersignature on such Rights Certificates), but all such statements
and recitals are and shall be deemed to have been made by the Company only.

                   (e) The Rights Agent shall not be under any responsibility
in respect of the validity of this Agreement or the execution and delivery
hereof (except the due execution hereof by the Rights Agent) or in respect of
the validity or execution of any Rights Certificate (except its counter
signature thereof); nor shall it be responsible for any breach by the Company
of any covenant or condition contained in this Agreement or in any Rights
Certificate; nor shall it be responsible for any adjustment required under
the provisions of Section 11 or Section 13 hereof or responsible for the
manner, method or amount of any such adjustment or the ascertaining of the
existence of facts that would require any such adjustment (except with
respect to the exercise of Rights evidenced by Rights Certificates after
actual notice of any such adjustment); nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any shares of Common Stock or Preferred Stock to be issued
pursuant to this Agreement or any

                                    34
<PAGE> 38

Rights Certificate or as to whether any shares of Common Stock or Preferred
Stock will, when so issued, be validly authorized and issued, fully paid and
nonassessable.

                   (f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged and
delivered all such further and other acts, instruments and assurances as may
reasonably be required by the Rights Agent for the carrying out or performing
by the Rights Agent of the provisions of this Agreement.

                   (g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties hereunder
from the Chairman of the Board, the President, any Vice President, the
Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer
of the Company, and to apply to such officers for advice or instructions in
connection with its duties, and it shall not be liable for any action taken
or suffered to be taken by it in good faith in accordance with instructions
of any such officer.

                   (h) The Rights Agent and any stockholder, director,
officer or employee of the Rights Agent may buy, sell or deal in any of the
Rights or other securities of the Company or become pecuniarily interested in
any transaction in which the Company may be interested, or contract with or
lend money to the Company or otherwise act as fully and freely as though it
were not Rights Agent under this Agreement.  Nothing herein shall preclude
the Rights Agent from acting in any other capacity for the Company or for any
other legal entity.

                   (i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys or agents, and the Rights Agent shall
not be answerable or accountable for any act, default, neglect or misconduct
of any such attorneys or agents or for any loss to the Company resulting from
any such act, default, neglect or misconduct; provided, however, reasonable
                                              --------
care was exercised in the selection and continued employment thereof.

                   (j) No provision of this Agreement shall require the
Rights Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the
exercise of its rights if there shall be reasonable grounds for believing
that repayment of such funds or adequate indemnification against such risk or
liability is not reasonably assured to it.

                                    35
<PAGE> 39

                   (k) If, with respect to any Right Certificate surrendered
to the Rights Agent for exercise or transfer, the certificate attached to the
form of assignment or form of election to purchase, as the case may be, has
either not been completed or indicates an affirmative response to clause 1
and/or 2 thereof, the Rights Agent shall not take any further action with
respect to such requested exercise of transfer without first consulting with
the Company.

            Section 21. Change of Rights Agent.  The Rights Agent or any
                        ----------------------
successor Rights Agent may resign and be discharged from its duties under
this Agreement upon thirty (30) days' notice in writing mailed to the
Company, and to each transfer agent of the Common Stock and Preferred Stock,
by registered or certified mail, and to the holders of the Rights Certificates
by first-class mail.  The Company may remove the Rights Agent or any successor
Rights Agent upon thirty (30) days' notice in writing, mailed to the Rights
Agent or successor Rights Agent, as the case may be, and to each transfer
agent of the Common Stock and Preferred Stock, by registered or certified
mail, and to the holders of the Rights Certificates by first-class mail.  If
the Rights Agent shall resign or be removed or shall otherwise become
incapable of acting, the Company shall appoint a successor to the Rights
Agent.  If the Company shall fail to make such appointment within a period of
thirty (30) days after giving notice of such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Rights Agent or by the holder of a Rights Certificate (who
shall, with such notice, submit his Rights Certificate for inspection by the
Company), then any registered holder of any Rights Certificate may apply to
any court of competent jurisdiction for the appointment of a new Rights Agent.
Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation organized and doing business under the laws of
the United States or of the State of Missouri (or of any other state of the
United States so long as such corporation is authorized to do business as a
banking institution in the State of Missouri), in good standing, having a
principal office in the State of Missouri, which is authorized under such laws
to exercise corporate trust or stock transfer powers and is subject to
supervision or examination by federal or state authority and which either has
or is an affiliate of a corporation which has at the time of its appointment
as Rights Agent a combined capital and surplus of at least $100,000,000.
After appointment, the successor Rights Agent shall be vested with the same
powers, rights, duties and responsibilities as if it had been originally named
as Rights Agent without further act or deed; but the predecessor Rights Agent
shall deliver and transfer to the successor Rights Agent any property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose.  Not later than the
effective date of any such appointment, the Company shall file notice thereof
in

                                    36
<PAGE> 40

writing with the predecessor Rights Agent and each transfer agent of the
Common Stock and the Preferred Stock, and mail a notice thereof in writing to
the registered holders of the Rights Certificates.  Failure to give any notice
provided for in this Section 21, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Rights
Agent or the appointment of the successor Rights Agent, as the case may be.

            Section 22. Issuance of New Rights Certificates.
                        -----------------------------------
Notwithstanding any of the provisions of this Agreement or of the Rights to
the contrary, the Company may, at its option, issue new Rights Certificates
evidencing Rights in such form as may be approved by its Board of Directors
to reflect any adjustment or change in the Purchase Price and the number or
kind or class of shares or other securities or property purchasable under the
Rights Certificates made in accordance with the provisions of this Agreement.
In addition, in connection with the issuance or sale of shares of Common
Stock following the Distribution Date and prior to the redemption or
expiration of the Rights, the Company (a) shall, with respect to shares of
Common Stock so issued or sold pursuant to the exercise of stock options or
under any employee plan or arrangement, granted or awarded as of the
Distribution Date, or upon the exercise, conversion or exchange of securities
hereinafter issued by the Company, and (b) may, in any other case, if deemed
necessary or appropriate by the Board of Directors of the Company, issue
Rights Certificates representing the appropriate number of Rights in
connection with such issuance or sale; provided, however, that (i) no such
                                       --------
Rights Certificate shall be issued if, and to the extent that, the Company
shall be advised by counsel that such issuance would create a significant
risk of material adverse tax consequences to the Company or the Person to
whom such Rights Certificate would be issued, and (ii) no such Rights
Certificate shall be issued if, and to the extent that, appropriate
adjustment shall otherwise have been made in lieu of the issuance thereof.

            Section 23. Redemption and Termination.
                        --------------------------

                   (a) The Board of Directors of the Company may, at its
option, at any time prior to the earlier of (i) the close of business on the
tenth Business Day following the Stock Acquisition Date or (ii) the Final
Expiration Date, redeem all but not less than all the then outstanding Rights
at a redemption price of $.01 per Right, as such amount may be appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter
referred to as the "Redemption Price").  Notwithstanding anything contained
in this Agreement to the contrary, the Rights shall not be exercisable after
the occurrence of the Section 11(a)(ii) Event until such

                                    37
<PAGE> 41

time as the Company's right of redemption hereunder has expired.  The Company
may, at its option, pay the Redemption Price in cash, shares of Common Stock
(based on the "current market price," as defined in Section 11(d)(i) hereof,
of the Common Stock at the time of redemption) or any other form of
consideration deemed appropriate by the Board of Directors.

                   (b) Immediately upon the action of the Board of Directors
of the Company ordering the redemption of the Rights, evidence of which shall
have been filed with the Rights Agent and without any further action and
without any notice, the right to exercise the Rights will terminate and the
only right thereafter of the holders of Rights shall be to receive the
Redemption Price for each Right so held.  Promptly after the action of the
Board of Directors ordering the redemption of the Rights, the Company shall
give notice of such redemption to the Rights Agent and the holders of the
then outstanding Rights by mailing such notice to all such holders at each
holder's last address as it appears upon the registry books of the Rights
Agent or, prior to the Distribution Date, on the registry books of the
transfer agent for the Common Stock.  Any notice which is mailed in the
manner herein provided shall be deemed given, whether or not the holder
receives the notice.  Each such notice of redemption will state the method by
which the payment of the Redemption Price will be made.

            Section 24. Notice of Certain Events.
                        ------------------------

                   (a) In case the Company shall propose, at any time after
the Distribution Date, (i) to pay any dividend payable in stock of any class
to the holders of Preferred Stock or to make any other distribution to the
holders of Preferred Stock (other than a regular quarterly cash dividend out
of earnings or retained earnings of the Company), or (ii) to offer to the
holders of Preferred Stock rights or warrants to subscribe for or to purchase
any additional shares of Preferred Stock or shares of stock of any class or
any other securities, rights or options, or (iii) to effect any
reclassification of its Preferred Stock (other than a reclassification
involving only the subdivision of outstanding shares of Preferred Stock), or
(iv) to effect any consolidation or merger into or with any other Person
(other than a Subsidiary of the Company in a transaction which complies with
Section 11(o) hereof), or to effect any sale or other transfer (or to permit
one or more of its Subsidiaries to effect any sale or other transfer), in one
transaction or a series of related transactions, of more than 50% of the
assets or earning power of the Company and its Subsidiaries (taken as a
whole) to any other Person or Persons (other than the Company and/or any of
its Subsidiaries in one or more transactions each of which complies with
Section 11(o) hereof), or (v) to effect the liquidation,

                                    38
<PAGE> 42

dissolution or winding up of the Company, then, in each such case, the Company
shall give to each holder of a Rights Certificate, to the extent feasible and
in accordance with Section 25 hereof, a notice of such proposed action, which
shall specify the record date for the purposes of such stock dividend,
distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by the holders of the shares of Preferred Stock, if any such date is
to be fixed, and such notice shall be so given in the case of any action
covered by clause (i) or (ii) above at least twenty (20) days prior to the
record date for determining holders of the shares of Preferred Stock for
purposes of such action, and in the case of any such other action, at least
twenty (20) days prior to the date of the taking of such proposed action or
the date of participation therein by the holders of the shares of Preferred
Stock whichever shall be the earlier.

                   (b) In case the Section 11(a)(ii) Event shall occur, (i)
the Company shall as soon as practicable thereafter give to each holder of a
Rights Certificate, to the extent feasible and in accordance with Section 25
hereof, a notice of the occurrence of such event, which shall specify the
event and the consequences of the event to holders of Rights under Section
11(a)(ii) hereof, and (ii) all references in the preceding paragraph to
Preferred Stock shall be deemed thereafter to refer to Common Stock and/or,
if appropriate, other securities.

            Section 25. Notices.  Notices or demands authorized by this
                        -------
Agreement to be given or made by the Rights Agent or by the holder of any
Rights Certificate to or on the Company shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Rights Agent) as follows:

            The Earthgrains Company
            8400 Maryland Avenue
            St. Louis, Missouri  63105
            Attention:  Corporate Secretary

Subject to the provisions of Section 21, any notice or demand authorized by
this Agreement to be given or made by the Company or by the holder of any
Rights Certificate to or on the Rights Agent shall be sufficiently given or
made if sent by first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:

                                    39
<PAGE> 43

            Boatmen's Trust Company
            510 Locust Street
            St. Louis, Missouri  63101
            Attention:  Corporate Trust Department

Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Rights Certificate (or, if
prior to the Distribution Date, to the holder of certificates representing
shares of Common Stock) shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at the address of
such holder as shown on the registry books of the Company.

            Section 26. Supplements and Amendments.  Prior to the Distribution
                        --------------------------
Date and subject to the penultimate sentence of this Section 26, the Company
and the Rights Agent shall, if the Company so directs, supplement or amend
any provision of this Agreement without the approval of any holders of
certificates representing shares of Common Stock.  From and after the
Distribution Date and subject to the penultimate sentence of this Section 26,
the Company and the Rights Agent shall, if the Company so directs, supplement
or amend this Agreement without the approval of any holders of Rights
Certificates in order (i) to cure any ambiguity, (ii) to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, (iii) to shorten or lengthen
any time period hereunder, or (iv) to change or supplement the provisions
hereunder in any manner which the Company may deem necessary or desirable and
which shall not adversely affect the interests of the holders of Rights
Certificates (other than an Acquiring Person or an Affiliate or Associate of
an Acquiring Person); provided, this Agreement may not be supplemented or
                      --------
amended to lengthen, pursuant to clause (iii) of this sentence, (A) a time
period relating to when the Rights may be redeemed at such time as the Rights
are not then redeemable, or (B) any other time period unless such lengthening
is for the purpose of protecting, enhancing or clarifying the rights of,
and/or the benefits to, the holders of Rights.  Upon the delivery of a
certificate from an appropriate officer of the Company which states that the
proposed supplement or amendment is in compliance with the terms of this
Section 26, the Rights Agent shall execute such supplement or amendment.
Notwithstanding anything contained in this Agreement to the contrary, no
supplement or amendment shall be made which changes the Redemption Price, the
Final Expiration Date, the Purchase Price or the number of one one-hundredths
of a share of Preferred Stock for which a Right is exercisable; provided,
                                                                --------
however, that at any time prior to (i) the Stock Acquisition Date or (ii) the
date that a tender or exchange offer by any Person (other than the Company,
any Subsidiary of the Company, any employee benefit plan of the Company or
any Subsidiary of the Company, or any Person or entity

                                    40
<PAGE> 44

organized, appointed or established by the Company for or pursuant to the
terms of any such plan) is first published or sent or given within the meaning
of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act,
if upon consummation thereof, such Person would be the Beneficial Owner of
15% or more of the shares of Common Stock then outstanding and if at the time
of any amendment or supplement such tender or exchange offer has not expired
or been terminated, the Board of Directors of the Company may amend this
Agreement to increase the Purchase Price or extend the Final Expiration Date.
Prior to the Distribution Date, the interests of the holders of Rights shall
be deemed coincident with the interests of the holders of Common Stock.

            Section 27.  Successors.  All the covenants and provisions of
                         ----------
this Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.

            Section 28. Determinations and Actions by the Board of
                        ------------------------------------------
Directors, etc.  For all purposes of this Agreement, any calculation of the
--------------
number of shares of Common Stock outstanding at any particular time,
including for purposes of determining the particular percentage of such
outstanding shares of Common Stock of which any Person is the Beneficial
Owner, shall be made in accordance with the last sentence of Rule
13d-3(d)(1)(i) of the General Rules and Regulations under the Exchange Act.
The Board of Directors of the Company (with, where specifically provided for
herein, the concurrence of the Continuing Directors) shall have the exclusive
power and authority to administer this Agreement and to exercise all rights
and powers specifically granted to the Board (with, where specifically
provided for herein, the concurrence of the Continuing Directors) or to the
Company, or as may be necessary or advisable in the administration of this
Agreement, including, without limitation, the right and power to (i)
interpret the provisions of this Agreement, and (ii) make all determinations
deemed necessary or advisable for the administration of this Agreement
(including a determination to redeem or not redeem the Rights or to amend the
Agreement).  All such actions, calculations, interpretations and
determinations (including, for purposes of clause (y) below, all omissions
with respect to the foregoing) which are done or made by the Board (with,
where specifically provided for herein, the concurrence of the Continuing
Directors) in good faith, shall (x) be final, conclusive and binding on the
Company, the Rights Agent, the holders of the Rights and all other parties,
and (y) not subject the Board or the Continuing Directors to any liability to
the holders of the Rights.

                                    41
<PAGE> 45

            Section 29.  Benefits of this Agreement.  Nothing in this
                         --------------------------
Agreement shall be construed to give to any Person other than the Company,
the Rights Agent and the registered holders of the Rights Certificates (and,
prior to the Distribution Date, registered holders of the Common Stock) any
legal or equitable right, remedy or claim under this Agreement; but this
Agreement shall be for the sole and exclusive benefit of the Company, the
Rights Agent and the registered holders of the Rights Certificates (and,
prior to the Distribution Date, registered holders of the Common Stock).

            Section 30. Severability.  If any term, provision, covenant or
                        ------------
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain
in full force and effect and shall in no way be affected, impaired or
invalidated; provided, however, that notwithstanding anything in this
             --------
Agreement to the contrary, if any such term, provision, covenant or restriction
is held by such court or authority to be invalid, void or unenforceable
and the Board of Directors of the Company determines in its good faith
judgment that severing the invalid language from this Agreement would
adversely affect the purpose or effect of this Agreement, the right of
redemption set forth in Section 23 hereof shall be reinstated and shall not
expire until the close of business on the tenth Business Day following the date
of such determination by the Board of Directors.  Without limiting the
foregoing, if any provision requiring a majority of the Board of Directors of
the Company to be Continuing Directors to act is held by any court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, such determination shall then be made by the Board of
Directors of the Company in accordance with applicable law and the Company's
Certificate of Incorporation and By-Laws.

            Section 31. Governing Law.  This Agreement, each Right and each
                        -------------
Rights Certificate issued hereunder shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes shall be
governed by and construed in accordance with the laws of such State
applicable to contracts made and to be performed entirely within such State.

            Section 32. Counterparts.  This Agreement may be executed in any
                        ------------
number of counterparts and each of such counterparts shall for all purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.

                                    42
<PAGE> 46

            Section 33. Descriptive Headings.  Descriptive headings of the
                        --------------------
several Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
            IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.


Attest:                                THE EARTHGRAINS COMPANY


   By-------------------------------   By--------------------------------
       Name:                             Name:
       Title:                            Title:


Attest:                                BOATMEN'S TRUST COMPANY



   By-------------------------------   By--------------------------------
       Name:                             Name:
       Title:                            Title:

                                    43
<PAGE> 47

                                                                 Exhibit A
                                                                 ---------

                                   FORM OF
        CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A
                       JUNIOR PARTICIPATING PREFERRED STOCK

                                     OF

                           THE EARTHGRAINS COMPANY

                        Pursuant to Section 151 of the
               General Corporation Law of the State of Delaware


            The Earthgrains Company, a corporation (the "Corporation")
organized and existing under the General Corporation Law of the State of
Delaware (the "DGCL"), in accordance with the provisions of Section 103
thereof, HEREBY CERTIFIES:

            That pursuant to the authority conferred upon the Board of
Directors by the Amended and Restated Certificate of Incorporation of the
Corporation, the Board of Directors on ----------, 1996, adopted the following
resolution creating a series of ---------------(----------) shares of
Preferred Stock designated as Series A Junior Participating Preferred Stock:

            RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation in accordance with the provisions of its Amended
and Restated Certificate of Incorporation and Section 151 of the DGCL, a
series of Preferred Stock of the Corporation be and it hereby is created, and
that the designation and amount thereof and the voting powers, preferences
and relative, participating, optional and other special rights of the shares
of such series, and the qualifications, limitations or restrictions thereof
are as follows:

            1.  Designation and Amount.  The shares of such series shall be
                ----------------------
designated as "Series A Junior Participating Preferred Stock," par value $.01
per share (the "Series A Junior Preferred Stock"), and the number of shares
constituting such series shall be 102,000.

                                    1
<PAGE> 48

            2.  Dividends and Distributions.  (a) Subject to the prior and
                ---------------------------
superior rights of the holders of any shares of any series of Preferred Stock
ranking prior and superior to the shares of Series A Junior Preferred Stock
with respect to dividends, the holders of shares of Series A Junior Preferred
Stock in preference to the holders of Common Stock and of any other junior
stock, shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available therefor, dividends payable
quarterly on the first day of January, April, July and October (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first
issuance of a share or fraction of a share of Series A Junior Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the
greater of (a) $1.00 or (b) subject to the provision for adjustment herein
after set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of
all non-cash dividends or other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the outstanding shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock, par
value $.01 per share, of the Corporation (the "Common Stock") since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series A Junior Preferred Stock.  In the
event the Corporation shall at any time after the record date for the initial
distribution of the Corporation's Preferred Stock Purchase Rights pursuant to
the Rights Agreement, dated as of February 22, 1996, between the Corporation
and Boatmen's Trust Company, as Rights Agent (the "Rights Declaration Date"),
(i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding
Common Stock into a smaller number of shares, then in each such case the
amount to which holders of shares of Series A Junior Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            (b)  The Corporation shall declare a dividend or distribution on
the Series A Junior Preferred Stock as provided in paragraph (a) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in
the event no dividend or distribution shall have been declared on the Common
Stock during the period between any Quarterly Dividend Payment Date and the
next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
share on the Series A Junior Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

                                    A-2
<PAGE> 49

            (c)  Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Junior Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of
Series A Junior Preferred Stock, unless the date of issue of such shares is
prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of
issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of
holders of shares of Series A Junior Preferred Stock entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not
bear interest.  Dividends paid on the shares of Series A Junior Preferred
Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.  The
Board of Directors may fix a record date for the determination of holders of
shares of Series A Junior Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 60 days prior to the date fixed for the payment thereof.

            3.  Voting Rights.  The holders of shares of Series A Junior
                -------------
Preferred Stock shall have the following voting rights:

            (a)  Subject to the provision for adjustment hereinafter set
forth, each share of Series A Junior Preferred Stock shall entitle the holder
thereof to 100 votes on all matters submitted to a vote of the stockholders
of the Corporation.  In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the number of votes per share to which holders of shares of
Series A Junior Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction, the numerator of
which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.

            (b)  Except as otherwise provided herein, in the Amended and
Restated Certificate of Incorporation (the "Certificate of Incorporation") or
under applicable law, the holders of shares of Series A Junior Preferred
Stock and the holders of shares of Common Stock shall vote together as one
class on all matters submitted to a vote of stockholders of the Corporation.

                                    A-3
<PAGE> 50

            (c)(i)  If at any time dividends on any Series A Junior Preferred
Stock shall be in arrears in an amount equal to six (6) quarterly dividends
thereon, the occurrence of such contingency shall mark the beginning of a
period (a "default period") that shall extend until such time when all
accrued and unpaid dividends for all previous quarterly dividend periods and
for the current quarterly dividend period on all shares of Series A Junior
Preferred Stock then outstanding shall have been declared and paid or set
apart for payment.  During each default period, all holders of shares of
Series A Junior Preferred Stock together with any other series of Preferred
Stock then entitled to such a vote under the terms of the Certificate of
Incorporation, voting as a separate class, shall be entitled to elect two
members of the Board of Directors of the Corporation.

            (ii)  During any default period, such voting right of the holders
of Preferred Stock may be exercised initially at a special meeting called
pursuant to subparagraph (iii) of this Subsection 3(c) or at any annual
meeting of stockholders, and thereafter at annual meetings of stockholders,
provided that neither such voting rights nor the rights of holders of
Preferred Stock as hereinafter provided to increase in certain cases the
authorized number of Directors shall be exercised unless the holders of 25%
in number of shares of Preferred Stock outstanding shall be present in person
or by proxy.  The absence of a quorum of the holders of Common Stock shall
not affect the exercise by the holders of Preferred Stock of such voting
right.  At any meeting at which the holders of Preferred Stock shall exercise
such voting right initially during an existing default period, they shall
have the right, voting as a separate class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two (2)
Directors, or, if such right is exercised at an annual meeting, to elect two
(2) Directors.  If the number that may be so elected at any special meeting
does not amount to the required number, the holders of the Preferred Stock
shall have the right to make such increase in the number of Directors as
shall be necessary to permit the election by them of the required number.
After the holders of the Preferred Stock shall have exercised their right to
elect Directors in any default period and during the continuance of such
period, the number of Directors shall not be increased or decreased except by
vote of the holders of Preferred Stock as herein provided or pursuant to the
rights of any equity securities ranking senior to or pari passu with the
Series A Junior Preferred Stock.

            (iii)  Unless the holders of Preferred Stock shall, during an
existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any stockholder or
stockholders owning in the aggregate not less than ten percent (10%) of the
total number of shares of Preferred Stock outstanding, irrespective of
series, may request the Chairman or the President call a special meeting of
the holders of Preferred Stock, which meeting shall thereupon be called by
such person.  Notice of such meeting and of any annual meeting at which
holders of Preferred Stock are entitled

                                    A-4
<PAGE> 51

to vote pursuant to this Section 3(c)(iii) shall be given to each holder of
record of Preferred Stock by mailing a copy of such notice to him at his last
address as the same appears on the books of the Corporation.  Such meeting
shall be called for a time not earlier than 10 days and not later than 60 days
after such order or request. In the event such meeting is not called within 60
days after such order or request, such meeting may be called on a similar
notice by any stockholder or stockholders owning in the aggregate not less
than ten percent (10%) of the total number of shares of Preferred Stock
outstanding.  Notwithstanding the provisions of this Section 3(c)(iii), no
such special meeting shall be called during the period within 60 days
immediately preceding the date fixed for the next annual meeting of the
stockholders.

            (iv)  In any default period, the holders of Common Stock, and
other classes of stock of the Corporation if applicable, shall continue to be
entitled to elect the whole number of Directors until the holders of
Preferred Stock shall have exercised their right to elect two (2) Directors
voting as a separate class, after the exercise of which right (x) the
Directors so elected by the holders of Preferred Stock shall continue in
office until their successors shall have been elected by such holders or
until the expiration of the default period, and (y) any vacancy in the Board
of Directors may (except as provided in Section 3(c)(ii)) be filled by vote
of a majority of the remaining Directors theretofore elected by the class
which elected the Director whose office shall have become vacant.  References
in this Section 3(c)(iv) to Directors elected by a particular class shall
include Directors elected by such Directors to fill vacancies as provided in
clause (y) of the foregoing sentence.

            (d)  Immediately upon the expiration of a default period, (x) the
right of the holders of Preferred Stock, as a separate class, to elect
Directors shall cease, (y) the term of any Directors elected by the holders
of Preferred Stock, as a separate class, shall terminate, and (z) the number
of Directors shall be such number as may be provided for in, or pursuant to,
the Certificate of Incorporation or By-Laws irrespective of any increase made
pursuant to the provisions of Section 3(c)(ii) (such number being subject,
however, to change thereafter in any manner provided by law or in the
Certificate of Incorporation or By-Laws).  Any vacancies in the Board of
Directors effected by the provisions of clauses (y) and (z) in the preceding
sentence may be filled by a majority of the remaining Directors, even though
less than a quorum.

            (e)  Except as set forth herein or as otherwise provided in the
Certificate of Incorporation, holders of Series A Junior Preferred Stock
shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common Stock
as set forth herein) for taking any corporate action.

                                    A-5
<PAGE> 52

            4.  Certain Restrictions. (a)  Whenever quarterly dividends or
                --------------------
other dividends or distributions payable on the Series A Junior Preferred
Stock as provided in Section 2 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not declared, on
shares of Series A Junior Preferred Stock outstanding shall have been paid in
full, the Corporation shall not:

                        (i)  declare or pay or set apart for payment any
      dividends or make any other distributions on, or redeem or purchase
      or otherwise acquire, directly or indirectly, for consideration any
      shares of any class of stock of the Corporation ranking junior
      (either as to dividends or upon liquidation, dissolution or winding
      up) to the Series A Junior Preferred Stock;

                        (ii)  declare or pay dividends on or make any other
      distributions on any shares of stock ranking on a parity (either as
      to dividends or upon liquidation, dissolution or winding up) with
      the Series A Junior Preferred Stock, except dividends paid ratably
      on the Series A Junior Preferred Stock and all such parity stock on
      which dividends are payable or in arrears in proportion to the total
      amounts to which the holders of all such shares are then entitled;

                        (iii) redeem or purchase or otherwise acquire for
      consideration shares of any stock ranking on a parity (either as to
      dividends or upon liquidation, dissolution or winding up) with the
      Series A Junior Preferred Stock, provided that the Corporation may
      at any time redeem, purchase or otherwise acquire shares of any such
      parity stock in exchange for shares of any stock of the Corporation
      ranking junior (either as to dividends or upon dissolution,
      liquidation or winding up) to the Series A Junior Preferred Stock;
      or

                        (iv) purchase or otherwise acquire for consideration
      any shares of Series A Junior Preferred Stock, or any shares of
      stock ranking on a parity with the Series A Junior Preferred Stock,
      except in accordance with a purchase offer made in writing or by
      publication (as determined by the Board of Directors) to all holders
      of such shares upon such terms as the Board of Directors, after
      consideration of the respective annual dividend rates and other
      relative rights and preferences of the respective series and
      classes, shall determine in good faith will result in fair and
      equitable treatment among the respective series or classes.

                                    A-6
<PAGE> 53
            (b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (a) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

            5.  Reacquired Shares.  Any shares of Series A Junior Preferred
                -----------------
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof.  All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new
series of Preferred Stock to be created by resolution or resolutions of the
Board of Directors, subject to the conditions and restrictions on issuance
set forth herein.

            6.  Liquidation, Dissolution or Winding Up.  (a)  Upon any
                --------------------------------------
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Preferred Stock unless, prior thereto, the
holders of shares of Series A Junior Preferred Stock shall have received an
amount equal to 100 times the par value per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment (the "Series A Liquidation Preference").
Following the payment of the full amount of the Series A Liquidation
Preference, no additional distributions shall be made to the holders of
shares of Series A Junior Preferred Stock unless, prior thereto, the holders
of shares of Common Stock shall have received an amount per share (the
"Common Adjustment") equal to the quotient obtained by dividing (i) the
Series A Liquidation Preference by (ii) 100 (as appropriately adjusted as set
forth in paragraph (c) below to reflect such events as stock splits, stock
dividends and recapitalizations with respect to the Common Stock) (such
number in clause (ii) being hereinafter referred to as the "Adjustment
Number").  Following the payment of the full amount of the Series A
Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Preferred Stock and Common Stock,
respectively, holders of Series A Junior Preferred Stock and holders of
shares of Common Stock shall receive their ratable and proportionate share of
the remaining assets to be distributed in the ratio of the Adjustment Number
to 1 with respect to such Series A Junior Preferred Stock and Common Stock,
on a per share basis, respectively.

            (b)  In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference
and the liquidation preferences of all other series of Preferred Stock, if
any, which rank on a parity with the Series A Junior Preferred Stock, then
such remaining assets shall be distributed ratably

                                    A-7
<PAGE> 54

to the holders of all such shares in proportion to their respective
liquidation preferences.  In the event, however, that there are not sufficient
assets available to permit payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the holders of Common Stock.

            (c)  In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such
event shall be adjusted by multiplying such Adjustment Number by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            7.  Consolidation, Merger, Share Exchange, etc.  In case the
                ------------------------------------------
Corporation shall enter into any consolidation, merger, share exchange,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any
other property, then in any such case the shares of Series A Junior Preferred
Stock shall at the same time be similarly exchanged or changed in an amount
per share (subject to the provision for adjustment hereinafter set forth)
equal to 100 times the aggregate amount of stock, securities, cash and/or any
other property (payable in kind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged.  In the event the
Corporation shall at any time after the Rights Declaration Date (i) declare
any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide
the outstanding Common Stock, or (iii) combine the outstanding Common Stock
into a smaller number of shares, then in each such case the amount set forth
in the preceding sentence with respect to the exchange or change of shares of
Series A Junior Preferred Stock shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

            8.  No Redemption.  The shares of Series A Junior Preferred
                -------------
Stock shall not be redeemable.

            9.  Ranking.  The Series A Junior Preferred Stock shall rank
                -------
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

                                    A-8
<PAGE> 55

            10.  Amendment.  The Certificate of Incorporation shall not be
                 ---------
amended in any manner which would materially alter or change the powers,
preferences or special rights of the Series A Junior Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of
two-thirds or more of the outstanding shares of Series A Junior Preferred
Stock, voting together as a single voting group.

            11.  Fractional Shares.  Series A Junior Preferred Stock may be
                 -----------------
issued in fractions of a share which shall entitle the holder, in proportion
to such holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series A Junior Preferred Stock.

            IN WITNESS WHEREOF, The Earthgrains Company has caused this
Certificate to signed by Mark H. Krieger, its Senior Vice President -- Chief
Financial Officer, this 23rd day of February, 1996.


                                       THE EARTHGRAINS COMPANY



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

                                    A-9
<PAGE> 56


                                                                      Exhibit B
                                                                      ---------

                           [Form of Rights Certificate]



Certificate No. R-                                          --------- Rights



      NOT EXERCISABLE AFTER March 1, 2006 OR EARLIER IF REDEEMED BY THE
      COMPANY.  THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE
      COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS
      AGREEMENT.  UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED
      BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS
      AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL
      AND VOID.  [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR
      WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING
      PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH
      TERMS ARE DEFINED IN THE RIGHTS AGREEMENT).  ACCORDINGLY, THIS
      RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL
      AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH
      AGREEMENT.]<F1>



                              Rights Certificate

                            THE EARTHGRAINS COMPANY


            This certifies that                         , or registered
assigns, is the registered owner of the number of Rights set forth above,
each of which entitles the

[FN]
--------------------------------
<F1> The portion of the legend in brackets shall be inserted only if
     applicable and shall replace the preceding sentence.

                                    B-1
<PAGE> 57

owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of February 22, 1996 (the "Rights Agreement"), between The
Earthgrains Company, a Delaware corporation (the "Company"), and Boatmen's
Trust Company, a trust company organized under the State of Missouri (the
"Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M.
(St. Louis, Missouri, time) on March 1, 2006 at the office or offices of the
Rights Agent designated for such purpose, or its successors as Rights Agent,
one one-hundredth of a fully paid, nonassessable share of Series A Junior
Participating Preferred Stock (the "Preferred Stock") of the Company, at a
purchase price of $100 per one one-hundredth of a share (the "Purchase
Price"), upon presentation and surrender of this Rights Certificate with the
Form of Election to Purchase and related Certificate duly executed.  The
Purchase Price shall be paid, at the election of the holder, in cash or shares
of Common Stock of the Company having an equivalent value.  The number of
Rights evidenced by this Rights Certificate (and the number of shares which
may be purchased upon exercise thereof) set forth above, and the Purchase
Price per share set forth above, are the number and Purchase Price as of
February 22, 1996, based on the Preferred Stock as constituted at such date.

            Upon the occurrence of the Section 11(a)(ii) Event (as such term
is defined in the Rights Agreement), if the Rights evidenced by this Rights
Certificate are beneficially owned by (i) an Acquiring Person or an Affiliate
or Associate of any such Acquiring Person (as such terms are defined in the
Rights Agreement), (ii) a transferee of any such Acquiring Person, Associate
or Affiliate, or (iii) under certain circumstances specified in the Rights
Agreement, a transferee of a person who, after such transfer, became an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, such
Rights shall become null and void and no holder hereof shall have any right
with respect to such Rights from and after the occurrence of the Section
11(a)(ii) Event.

            As provided in the Rights Agreement, the Purchase Price and the
number and kind of shares of Preferred Stock or other securities, which may
be purchased upon the exercise of the Rights evidenced by this Rights
Certificate are subject to modification and adjustment upon the happening of
certain events, including Triggering Events.

            This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms, provisions
and conditions are hereby incorporated herein by reference and made a part
hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, which limitations of rights include
the temporary suspension of the exercisability of such Rights under the
specific circumstances set forth in the Rights Agreement.  Copies of the
Rights Agreement are

                                    B-2
<PAGE> 58

on file at the above-mentioned office of the Rights Agent and are also
available upon written request to the Rights Agent.

            This Rights Certificate, with or without other Rights
Certificates, upon surrender at the principal office or offices of the Rights
Agent designated for such purpose, may be exchanged for another Rights
Certificate or Rights Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of one one-
hundredths of a share of Preferred Stock as the Rights evidenced by the Rights
Certificate or Rights Certificates surrendered shall have entitled such
holder to purchase.  If this Rights Certificate shall be exercised in part,
the holder shall be entitled to receive upon surrender hereof another Rights
Certificate or Rights Certificates for the number of whole Rights not
exercised.

            Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at its option at
a redemption price of $.01 per Right at any time prior to the earlier of the
close of business on (i) the tenth Business Day following the Stock Acquisition
Date (as such time period may be extended pursuant to the Rights Agreement), and
(ii) the Final Expiration Date.

            The Company is not required to issue fractional shares of Preferred
Stock upon the exercise of any Right or Rights evidenced hereby (other than
fractions which are integral multiples of one one-hundredth of a share of
Preferred Stock, which may, at the election of the Company, be evidenced
by depositary receipts), but in lieu thereof a cash payment may be made, as
provided in the Rights Agreement.

            No holder of this Rights Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of shares of
Preferred Stock or of any other securities of the Company which may at any
time be issuable on the exercise hereof, nor shall anything contained in the
Rights Agreement or herein be construed to confer upon the holder hereof, as
such, any of the rights of a stockholder of the Company or any right to vote
for the election of directors or upon any matter submitted to stockholders at
any meeting thereof, or to give or withhold consent to any corporate action,
or, to receive notice of meetings or other actions affecting stockholders
(except as provided in the Rights Agreement), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights evidenced by
this Rights Certificate shall have been exercised as provided in the Rights
Agreement.

            This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.

                                    B-3
<PAGE> 59

            WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.


Dated as of February 22, 1996


ATTEST:                                THE EARTHGRAINS COMPANY


-------------------------------        By----------------------------
           Secretary                     Title:


Countersigned:

BOATMEN'S TRUST COMPANY


By-----------------------------
   Authorized Signature

                                    B-4
<PAGE> 60

                 [Form of Reverse Side of Rights Certificate]


                              FORM OF ASSIGNMENT
                              ------------------

               (To be executed by the registered holder if such
              holder desires to transfer the Rights Certificate.)


FOR VALUE RECEIVED ----------------------------------------------------------

hereby sells, assigns and transfers unto-------------------------------------

-----------------------------------------------------------------------------
                 (Please print name and address of transferee)

-----------------------------------------------------------------------------
this Rights Certificate, together with all right, title and interest therein,

and does hereby irrevocably constitute and appoint ---------------- Attorney,
to transfer the within Rights Certificate on the books of the within-named
Company, with full power of substitution.


Date:-------------------------------, ----


                                       ---------------------------------------
                                                    Signature

Signature Guaranteed:



                                  Certificate
                                  -----------


            The undersigned hereby certifies by checking the appropriate
boxes that:

            (1)  this Rights Certificate [ ] is [ ] is not being sold,
assigned and transferred by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person
(as such terms are defined pursuant to the Rights Agreement); and

                                    B-5
<PAGE> 61

            (2)  after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this
Rights Certificate from any Person who is, was or subsequently became an
Acquiring Person or an Affiliate or Associate of an Acquiring Person.


Dated: -----------, ----
                                       ---------------------------------------
                                                      Signature

Signature Guaranteed:


                                    NOTICE
                                    ------


            The signature to the foregoing Assignment and Certificate must
correspond to the name as written upon the face of this Rights Certificate in
every particular, without alteration or enlargement or any change whatsoever.

                                    B-6
<PAGE> 62

                         FORM OF ELECTION TO PURCHASE
                         ----------------------------

            (To be executed if holder desires to
            exercise Rights represented by the
            Rights Certificate.)


To:  THE EARTHGRAINS COMPANY:

            The undersigned hereby irrevocably elects to exercise ----------
Rights represented by this Rights Certificate to purchase the shares of
Preferred Stock issuable upon the exercise of the Rights (or such other
securities of the Company or of any other person which may be issuable upon
the exercise of the Rights) and requests that certificates for such shares be
issued in the name of and delivered to:


Please insert social security
or other identifying number

------------------------------------------------------------------------------
                        (Please print name and address)


------------------------------------------------------------------------------


            If such number of Rights shall not be all the Rights evidenced by
this Rights Certificate, a new Rights Certificate for the balance of such
Rights shall be registered in the name of and delivered to:


Please insert social security
or other identifying number


------------------------------------------------------------------------------
                        (Please print name and address)


------------------------------------------------------------------------------


------------------------------------------------------------------------------

Dated:  ---------------, ----


                                       ---------------------------------------
                                                     Signature

                                    B-7
<PAGE> 63

Signature Guaranteed:
                                  Certificate
                                  -----------

            The undersigned hereby certifies by checking the appropriate
boxes that:

            (1)  the Rights evidenced by this Rights Certificate [ ] are [ ]
are not being exercised by or on behalf of a Person who is or was an
Acquiring Person or an Affiliate or Associate of any such Acquiring Person
(as such terms are defined pursuant to the Rights Agreement); and

            (2)  after due inquiry and to the best knowledge of the
undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this
Rights Certificate from any Person who is, was or became an Acquiring Person
or an Affiliate or Associate of an Acquiring Person.


Dated: -----------, ----
                                       ---------------------------------------
                                                      Signature


Signature Guaranteed:

                                    NOTICE
                                    ------


            The signature to the foregoing Election to Purchase and
Certificate must correspond to the name as written upon the face of this
Rights Certificate in every particular, without alteration or enlargement or
any change whatsoever.

                                    B-8