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 July 1,
1998;

        NOW, THEREFORE, the Plan is hereby amended, effective as of July 1,
1998, in the following respects.

                                            I.

        Section 2.1(cc) of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

        "(cc)   "Participant" means  an Active Participant or a Former
                Participant.  Except for purposes of Articles 3 through 7
                and 15 and 16, the term "Participant" also includes any
                Employee who has satisfied the eligibility conditions
                of Sections 3.1(a), (c), (d) and (e) but not the
                conditions of Section 3.1(b) and for whom a Plan Account
                is maintained to reflect a Rollover Contribution."

                                           II.

        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:

                   Southern Bakeries               August 18, 1998
                   IBC Grand Junction              October 3, 1998
                   CooperSmith, Inc.               January 16, 1998


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<PAGE>


                   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.

        Section 3.1 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

        "3.1. Eligibility.

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

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

        (b)      With respect to an Employee who is employed on June
                 30, 1998 or any day thereafter, if (i) such Employee
                 is not covered by the terms of an existing or expired
                 collective bargaining agreement, such Employee has
                 been credited with six (6) months of service, or
                 (ii) if such Employee is covered by the terms of an
                 existing or expired collective bargaining agreement
                 which does not exclude such Employee from
                 participation in the Plan in accordance with 3.1(e)
                 below, such Employee has been credited with one (1)
                 Year of Service;

        (c)      The Employee is (i) a resident of the United States,
                 or (ii) a citizen of the United States who is
                 employed by Europate, S.A. or by Bimbo, S.A.;

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

        (e)      The Employee is not covered by a collective
                 bargaining agreement entered into with an adopting
                 Employer pursuant to which retirement benefits
                 were the subject of good faith bargaining which
                 agreement excludes the Employee from participation
                 in the Plan.  (See Appendix H for a list of unions
                 whose collective bargaining agreements provide for
                 participation in the Plan).

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


                                           - 2 -

<PAGE>


        The term "six months of service" as used in (b) above means
        the period of continuous service beginning on the date the
        Employee is first credited with an Hour of Service and
        ending on the date which is six months following such date.

        Notwithstanding anything contained herein to the contrary,
        an employee who was an employee of an employer listed below
        on the date immediately preceding the date below and who
        became an Employee of the Company or an Adopting Employer
        on the date specified below shall become a Participant in
        the Plan on the date specified below if such Employee
        satisfied, on the date specified below, the conditions
        specified in subsections 3.1(a), (c), (d) and (e) above,
        notwithstanding that the condition of paragraph (b) of
        Section 3.1 was not satisfied:

        Southern Bakeries                 August 19, 1998
        IBC Grand Junction                October 4, 1998
        CooperSmith, Inc.                 January 17, 1998
        San Luis Sourdough                March 12, 1998
        H & L Baking Company              July 2, 1997
        Brothers Baking Company, Inc.     July 2, 1997
        Heiner's Bakery, Inc.             December 1, 1996"

                                           IV.

        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 who is a Participant on July 1, 1998,
                other than a Participant who is covered by a
                collective bargaining agreement, shall have a non-
                forfeitable interest in his entire Plan Account.

        (b)     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:


                                           - 3 -

<PAGE>


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

                        1                         0%
                    2 or more                    100%

        (c)     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."

                                            V.

        The second paragraph of Section 11.3 of the Plan is hereby deleted in
its entirety and the following is substituted in lieu thereof:

        "The portion of the Participant's Plan Account in which he does
        not have a vested interest shall be applied, for the Plan Year
        in which the Participant's employment with all Employers
        terminates, first to restore amounts in accordance with the
        provisions of this Section 11.3 and the remainder, if any,
        thereafter shall be applied to reduce administrative expenses
        of the Plan.  If the Participant is reemployed by the Company
        or an Adopting Employer before he incurs five (5) consecutive
        Breaks in Service, then he shall have restored to his Employer
        Matching Contribution Account as of the last day of the
        calendar month in which he is reemployed an amount equal to
        the amount of such forfeiture.  Any amount restored shall come
        from forfeitures, and if such forfeitures are not sufficient,
        the Company shall restore such amount."

                                           VI.

        Section 15. 1 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

        "15.1.  Eligibility.

        A Participant may withdraw an amount from his Plan Account in
        accordance with such rules and procedures as prescribed by the
        Committee for the administration of a withdrawal program under
        the Plan.  The withdrawal program shall be administered by the
        Committee on a uniform and nondiscriminatory basis.  For
        purposes of this Article 15, (a) an alternate payee under a
        qualified domestic relations order, as defined in Code Section


                                           - 4 -

<PAGE>


        414(p), and (b) an Employee described in Section 2.1 (cc)
        who has satisfied the eligibility conditions of Section
        3.1(a), (c), (d) and (e) and for whom a Plan Account is
        maintained to reflect a Rollover Contribution, shall not
        be permitted to make a withdrawal from the Plan pursuant
        to this Section."

                                           VII.

        Section 16.1 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

        "16.1.  Loan Program; Eligibility.

        A Participant who is employed by the Employer may borrow from
        the Trust in accordance with such rules and procedures as
        prescribed by the Committee for the administration of a loan
        program under the Plan.  The loan program shall be administered
        by the Committee on a uniform and nondiscriminatory basis and
        in a manner designed to insure that loans are available to all
        such Participants on a reasonably equivalent basis.  For
        purposes of this Article 16, (a) an alternate payee under a
        qualified domestic relations order, as defined in Code Section
        414(p), and (b) an Employee described in Section 2.1 (cc) who
        has satisfied the eligibility conditions of Section 3.1(a),
        (c), (d) and (e) and for whom a Plan Account is maintained to
        reflect a Rollover Contribution, shall not be permitted to
        borrow from the Plan."

                                          VIII.

        Section 18.1(b) of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

        "(b)    If he did not satisfy the eligibility conditions of
                Section 3.1 on the day before his employment
                terminated, he shall become (or again become) an Active
                Participant on the first payday immediately following
                the date on which he satisfies (or again satisfies)
                such eligibility conditions."

                                           IX.

        The first paragraph of Section 20.2 of the Plan is hereby deleted in its
entirety and the following is substituted in lieu thereof:

        "An Active Participant, or an Employee who satisfies the
        eligibility conditions of Sections 3.1(a), (c), (d) and (e)
        but not necessarily the conditions of Section 3.1(b), may
        contribute to the Trust Fund cash amounts distributed from
        any other qualified plan or conduit individual


                                          - 5 -

<PAGE>


        retirement account (as described in Code Section 408(d)
        (3)(A)(ii)) within sixty (60) days after such distribution,
        if the distribution is eligible for rollover treatment
        under the applicable provisions of Code Section 402(a) or
        408(d).  Contributions made under this Section shall be
        identified as "Rollover Contributions" for purposes of this
        Plan."

                                            X.

        Section 22.2 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

        "22.2.  Initial Review of Claim.

        The Committee shall consider all properly filed claims for
        distribution or benefit and shall notify the claimant in writing
        within ninety (90) days of receipt of the claim as to whether
        the claim is allowed or denied.  If an extension of time for
        processing such claim is needed, notice of the extension shall
        be given prior to the written termination of the initial ninety
        (90) day period.  Such notice shall specify the circumstances
        requiring an extension and the date by which a final decision
        will be reached.  The extended date may not be later than one
        hundred eighty (180) days after the original claim is filed.

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

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

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

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

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

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

                                           XI.

        Section 22.3. of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

        "22.3.  Claim Review Procedure.


                                          - 6 -

<PAGE>


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

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

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

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

        The Committee shall notify the claimant in writing within sixty
        (60) days of the later of the receipt of the application for
        review or the receipt of written comments and issues from the
        claimant as to whether the claim is allowed or denied; provided
        that special circumstances do not require an extension of the
        time for processing the review.  If an extension is needed, the
        Committee must give written notice within the initial sixty
        (60) day period specifying the reasons for the extension and
        the date on which the review will be complete; provided that
        such review will be completed within one hundred twenty (120)
        days of the date the original application was received.  If
        the application is denied, the written notice informing the
        claimant of the denial shall include the information
        specified in Section 22.2."

                                          XII.

        Section 25.3 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

        25.3.  Interests Not Transferable.

        Subject to Code Section 401(a)(13)(B), and except as may be
        required by application of the withholding provisions of the
        Code or of any state's tax laws, no benefit or interest under
        the Plan shall be subject to assignment or alienation, either
        voluntary or involuntary.  Payment of benefits to an alternate
        payee under a qualified domestic relations order meeting the
        requirements of Code Section 414(p) shall be made on the date
        specified in the qualified domestic relations order, which
        date may be prior to the Participant's "earliest retirement
        age", as defined in Code Section 414(p), if the qualified
        domestic relations order so provides."


                                           - 7 -

<PAGE>


                                          XIII.

        Effective as of July 1, 1998, the Plan is amended by adding a new
Appendix H, as attached hereto.

        IN WITNESS WHEREOF, The Earthgrains Company has caused this Amendment
No. 5 to the Plan to be executed in its name by its duly authorized officer as
of the 30th day of June, 1999.


                                      THE EARTHGRAINS COMPANY



                                      By:_________________________

                                      Title:______________________


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<PAGE>

<TABLE>



                                                              Appendix H

                                                   Collective Bargaining Agreements
                                                 Providing for Participation in Plan

<CAPTION>

                              BARGAININ                  CONTRACT                                 EFFECTIVE
LOCATION           UNION       G UNIT         LOCAL       NUMBER             CLASS                  DATE
<S>               <C>          <C>           <C>        <C>         <C>                           <C>

ATLANTA             BCT         AHO1            42       0276-21     Garage                         4/1/98
ATLANTA             IBT         AH03           728       0203-01     Transport                     11/1/98
CARROLLTON         RWDS         DC01           587       0311-30     Prod/Sand/Maint                8/1/99
DALLAS              BCT         BG04           111       0302-23     Sales                          9/1/99
DALLAS              BCT         BG01           111       0213-21     Bakery Store                   9/1/99
FT WORTH            IBT         BG05           997       0205-09     Sales                          9/1/99
GRAND JUNCTION      BCT         CU01            26       4137-01     Inside                         8/1/99
HOUSTON             IBT         BQ03           988       0114-10     Sales                         11/1/99
MONTGOMERY         RWDSU        CC01          RWDSU      0304-30     Inside Mfg.                    4/1/98
NASHVILLE           IBT         CE01           327       0135-01     Eng/Garage/Sanitation          6/1/98
NASHVILLE           IBT         CE04           327       0134-04     Transport                      6/1/98
OAKLAND             IBT         CF06           856       0204-01     Office                        10/1/98
OWENSBORO           IBT         CH11           215       0127-07     Evansville Route Sales         1997
PARIS               IBT         EC01           111       0269-20     Inside Manufacturing          8/31/98
PARIS               BCT         EC03           111       0171-02     Garage                        12/1/98
PHOENIX             IBT         CK01           104       0187-03     Bakery Store                   1997
PHOENIX             IBT         CK04           104       0146-01     Sales/Transport                1997
SACRAMENTO          IBT         CM08           150       0151-04     Office                         7/1/98
SPRINGFIELD        UFCW         CQ01           322       0801-80     Bakery Store                  11/1/00
TUCSON              BCT         CR03           104       0146-01     Sales                          1997
WACO                BCT         8G06           111       0279-20     Sales                          9/1/99

</TABLE>


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<PAGE>