AMENDMENT NO. 4
                                       TO
                             THE EARTHGRAINS COMPANY
                      EMPLOYEE STOCK OWNERSHIP/401(k) PLAN


        WHEREAS, The Earthgrains Company (formerly Campbell Taggart, Inc. and
hereafter referred to as the "Company") adopted The Earthgrains Company Employee
Stock Ownership/401(k) Plan (hereafter referred to as the "Plan"), effective as
of July 1, 1994; and

        WHEREAS, the Company desires to amend said Plan, effective as of the
dates specified herein;

        NOW, THEREFORE, the Plan is hereby amended, effective as of the dates
specified herein, in the following respects.

                                       I.

        Effective as of July 1, 1996, the following paragraph (iii) is hereby
added to Section 2.1(ee) of the Plan and shall read as follows:

        "(iii)  Notwithstanding anything contained herein to the contrary,
                in determining an Employee's Years of Service for purposes
                of the vesting requirements set forth in Article 11 for an
                Employee who was an employee of an employer listed below
                on the date specified below and who becomes an Employee of
                an Employer who is eligible to participate in the Plan in
                accordance with Section 3.1 on the date immediately
                following such date below, such Employee's last period of
                continuous service with such employer before the date
                specified below shall be counted:

                  Heiner's Bakery, Inc.            November 30, 1996"

                                      II.

        Effective as of July 1, 1997, paragraph (iii) of Section 2.1(ee) of the
Plan is hereby deleted in its entirety and the following is substituted in lieu
thereof:

        "(iii)  Notwithstanding anything contained herein to the contrary,
                in determining an Employee's Years of Service for purposes
                of the vesting requirements set forth in Article 11 for an
                Employee who was an employee of an employer listed below
                on the date specified below and who becomes an Employee of
                an Employer who is eligible to participate in the Plan in
                accordance with Section 3.1 on the date immediately
                following such date below, such Employee's last period of
                continuous service with such employer before the date
                specified below shall be counted:

                  CooperSmith, Inc.                January 16, 1998
                  San Luis Sourdough               March 11, 1998
                  H & L Baking Company             July 1, 1997
                  Brothers Baking Company, Inc.    July 1, 1997
                  Heiner's Bakery, Inc.            November 30, 1996"

                                      III.

        Effective as of January 31, 1998, Section 2.1(tt) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

        "(tt)   "Valuation Date" means each business day as of which the
                New York Stock Exchange is open for trading."

                                      IV.

        Effective as of April 1, 1998, Section 4.2(a) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

        "(a)    After-Tax Matched Contributions.  After-Tax Matched
                Contributions shall not be less than one percent (1%)
                and not more than four percent (4%) of the
                Participant's Compensation for the Plan Year, or such
                other limitations as the Committee shall determine;
                provided however, that with respect only to a
                Participant who is covered by a collective bargaining
                agreement, After-Tax Matched Contributions shall not
                be less than one percent (1%) and not more than three
                percent (3%) of the Participant's Compensation for
                the Plan Year, or such other limitations as the
                Committee shall determine."

                                       V.

        Effective as of April 1, 1998, Section 4.2(c) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

        "(c)    After-Tax Matched Contributions and Before-Tax Matched
                Contributions.  The sum of a Participant's After-Tax
                Matched Contributions and Before-Tax Matched
                Contributions shall not be less than one percent (1%)
                and not more than four percent (4%) of the
                Participant's Compensation for the Plan Year, or such
                other limitations as the Committee shall determine;
                provided however, that with respect only to a
                Participant who is covered by a collective bargaining
                agreement, the sum of a Participant's After-


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

                                      VI.

        Effective as of April 1, 1998, Section 5.2(a) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

        "(a)    Before-Tax Matched Contributions.  Before-Tax Matched
                Contributions shall not be less than one percent (1%)
                and not more than four percent (4%) of the Participant's
                Compensation for the Plan Year, or such other
                limitations as the Committee shall determine; provided
                however, that with respect only to a Participant who is
                covered by a collective bargaining agreement, Before-
                Tax Matched Contributions shall not be less than one
                percent (1%) and not more than three percent (3%) of
                the Participant's Compensation for the Plan Year, or
                such other limitations as the Committee shall
                determine."

                                      VII.

        Effective as of April 1, 1998, Section 5.2(c) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

        "(c)    Before-Tax Matched Contributions and After-Tax Matched
                Contributions.  The sum of a Participant's Before-Tax
                Matched Contributions and After-Tax Matched Contributions
                shall not be less than one percent (1%) and not more
                than four percent (4%) of the Participant's Compensation
                for the Plan Year, or such other limitations as the
                Committee shall determine; provided however, that with
                respect only to a Participant who is covered by a
                collective bargaining agreement, the sum of a
                Participant's Before-Tax Matched Contributions and
                After-Tax Contributions shall not be less than one
                percent (1%) and not more than three percent (3%) of
                the Participant's Compensation for the Plan Year,
                or such other limitations as the Committee shall
                determine."

                                     VIII.

        Effective as of July 1, 1996, Section 9.6(a)(ii) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:


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

                                      IX.

        Effective as of January 1, 1998, Section 11.1 of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

        "11.1.  Vesting.

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

        (b)     A Participant, other than a Participant who is covered
                by a collective bargaining agreement, shall obtain a
                non-forfeitable interest in his Plan Account attributable
                to Employer Matching Contributions upon the occurrence
                of (i) his death or Disability, while an Employee, (ii)
                layoff for a period exceeding twelve (12) consecutive
                months, (iii) entry into active duty with any branch of
                the military services of the United States, or (iv)
                termination of employment following attainment of age
                sixty (60).  As of any date prior to the occurrence of
                an event described in (i) through (iv) above, effective
                as of January 1, 1998, with respect to any Participant
                on such date other than Participants who are covered by
                a collective bargaining agreement, a Participant shall
                obtain a non-forfeitable interest in his Plan Account
                attributable to Employer Matching Contributions in
                accordance with the vesting schedule set forth below
                based upon the number of Years of Service credited to
                such Participant as of such date:

                   Years of Service        Vested Percentage
                   ----------------        -----------------

                      Less than 5                 0%
                       5 or more                 100%

                Anything contained in this paragraph (b) to the contrary,
                the vested percentage of a Participant who was a
                Participant in the Plan on December 31, 1997 shall not
                be less than the vested percentage in accordance with
                the provisions of the Plan in effect on December 31,
                1997.


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        (c)     A Participant who is covered by a collective bargaining
                agreement shall obtain a non-forfeitable interest in his
                Plan Account attributable to Employer Matching
                Contributions upon the occurrence of (i) his death or
                Disability, while an Employee, (ii) layoff for a period
                exceeding twelve (12) consecutive months, (iii) entry
                into active duty with any branch of the military
                services of the United States, or (iv) termination of
                employment following attainment of age sixty (60).  As
                of any date prior to the occurrence of an event
                described in (i) through (iv) above, such Participant
                shall obtain a non-forfeitable interest in his Plan
                Account attributable to Employer Matching Contributions
                in accordance with the vesting schedule set forth below
                based upon the number of Years of Service credited to
                such Participant as of such date:

                   Years of Service           Vested Percentage
                   ----------------           -----------------

                          1                           0%
                      2 or more                      100%

        (d)     Anything contained herein to the contrary notwithstanding,
                (i) a Participant shall have a non-forfeitable interest in
                his Plan Account attributable to the ten (10) Company
                Shares, if any, allocated to his Plan Account in
                accordance with the provisions of Section 6.1 of the Plan,
                and (ii) an Employee who on October 14, 1996 was employed
                in the MIS Department and who was transferred on October
                15, 1996 to Electronic Data Systems shall have a non-
                forfeitable interest in his Plan Account as of the date
                of such transfer."

                                       X.

        Effective as of July 1, 1996, Section 13.5 of the Plan is hereby deleted
in its entirety and the following is substituted in lieu thereof:

        "13.5.  Form of Payment.

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


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                Shares to cash under this Section shall be made in
                accordance with Section 17.2.  Anything contained herein
                to the contrary notwithstanding, a Participant or
                Beneficiary shall receive the value of his Anheuser-
                Busch Stock Account in the form of cash unless he elects
                to receive all or part of such Anheuser-Busch Stock
                Account in whole shares of Anheuser-Busch Shares.  Any
                fractional interest in Anheuser-Busch Shares shall be
                paid in cash."

        IN WITNESS WHEREOF, The Earthgrains Company has caused this Amendment
No. 4 to the Plan to be executed in its name by its duly authorized officer as
of the 30th day of June, 1998.


                                  THE EARTHGRAINS COMPANY



                                  By:_________________________

                                  Title:______________________


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