AMENDMENT NO. 6
                                         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 January 1, 2000, Section 2.1(jj) of the Plan is hereby
deleted in its entirety.

                                            II.

        Effective as of July 1, 1999, Section 3.2 of the Plan is hereby deleted
in its entirety and the following is substituted in lieu thereof:

        "3.2.  Participation.

        An Employee who was a Participant in the Plan on June 30, 1999, shall
        remain a Participant in the Plan on July 1, 1999 if on July 1, 1999
        such Employee satisfies the eligibility conditions of Section 3.1.
        Each other Employee shall become an Active Participant on the first
        payday immediately following the date on which he first satisfies
        the eligibility conditions of Section 3.1."

                                           III.

        Effective as of July 1, 1999, Section 6.1 of the Plan is hereby deleted
in its entirety and the following is substituted in lieu thereof:

        "6.1.  Employer Matching Contribution.

        An Adopting Employer may make a contribution for each Plan Year
        on behalf of each Active Participant who received a Before-Tax
        Contribution for any payroll period within the Plan Year, in an
        amount determined by the Company in its sole discretion for
        such Plan Year; provided, however,


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        that the Company in its sole discretion may determine that
        no contributions shall be made for a Plan Year pursuant to
        this Section.

        The amount of the Employer Matching Contribution made on
        behalf of each such Participant shall equal a percentage of
        the Participant's Before-Tax Matched Contributions and After-
        Tax Matched Contributions, which percentage shall be announced
        by the Company prior to the beginning of each Plan Year;
        provided, however, that the Employer Matching Contribution,
        if any, made on behalf of a Participant who is covered by a
        collective bargaining agreement entered into with the
        Adopting Employer may be different from the Employer Matching
        Contributions for all other Participants, including
        Participants who are covered by a different collective
        bargaining agreement entered into with the Adopting Employer.

        Anything contained herein to the contrary notwithstanding, an
        Employee who was employed by an Adopting Employer on or before
        March 26, 1996, and who was not making After-Tax Contributions
        and/or Before-Tax Contributions to the Plan on March 26, 1996,
        and who after March 26, 1996 and prior to May 20, 1996, elects
        to make After-Tax Matched Contributions and/or Before-Tax
        Matched Contributions to the Plan, shall receive ten (10)
        Company Shares allocated to the Participant's Matching
        Contribution Stock Account.  This allocation of ten (10)
        Company Shares is in addition to any other contributions
        made by an Adopting Employer on behalf of such Participant.
        A Participant shall have a non-forfeitable interest in such
        ten (10) Company Shares allocated to his Matching
        Contribution Stock Account as provided in Section 11.1.

        The contribution made by an Adopting Employer under this
        Section shall be identified as an "Employer Matching
        Contribution" for purposes of this Plan."

                                            IV.

        Effective as of January 1, 2000, Section 13.2 of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

        "13.2.  Payment to Participants.

        If the Participant survives to his Benefit Payment Date, his
        Distributable Benefit shall be paid to him in a single-sum
        payment.  The single-sum payment shall be made on, or as soon
        as practicable after, the Participant's Settlement Date;
        provided that, payment or commencement of payment shall not
        be delayed beyond sixty (60) days after the end of the Plan
        Year in which falls the later of the Participant's


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        Settlement Date or the date he attains age sixty-five (65);
        provided further that payment or commencement of payment
        shall occur not later than the Participant's Required
        Beginning Date (as defined below).

        For a Participant who is a five percent owner (as defined
        in Code Section 416(i)) or for a Participant who attains
        age 70-1/2 prior to January 1, 2001, such Participant's
        Required Beginning Date is the April 1 of the calendar
        year following the calendar year in which the Participant
        attains age 7-1/2, irrespective of whether such
        Participant's Settlement Date has occurred; provided
        however, the Required Beginning Date of a Participant who
        is not a five percent owner, who attains age 70-1/2 on
        or after January 1, 1999 and on or before December 31,
        2000, and who affirmatively elects to cease or defer
        commencement of required minimum distributions, is the
        April 1 of the calendar year following the calendar year
        in which such Participant incurs a termination of
        employment.

        Effective for a Participant who attains age 70-1/2 on
        and after January 1, 2001, the Required Beginning Date of
        such Participant is the April 1 of the calendar year
        following the later of (a) the calendar year in which
        the Participant attains age 70-1/2; and (b) the calendar
        year in which the Participant incurs a termination of
        employment with all Employers.

        A Participant whose employment with all Employers terminates
        may elect that his Distributable Benefit be paid as of any
        date selected by the Participant that follows his Settlement
        Date and precedes his Required Beginning Date.

        An election under this Section must be made on such form
        and in accordance with such rules as shall be prescribed
        by the Committee for this purpose."

                                            V.

        Effective as of  July 1, 1999, Section 23.2 of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:

        "23.2.  Change-in-Control.

        For purposes of this Article, a "Change-in-Control" means the
        occurrence of any of the following events:

        (a)      any Person (as defined below) in this Section 23.2
                 becomes the beneficial owner directly or indirectly
                 (within the meaning of Rule 13d-3 under the
                 Securities Exchange Act of 1934) of more than 30%
                 of the Company's then outstanding voting securities
                 (measured on the basis of voting power), provided,
                 however, that


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                 shares issued or distributed by the Company in
                 connection with the acquisition of another
                 company or business from such Person shall be
                 counted as being outstanding, but otherwise shall
                 be ignored in determining the percentage
                 beneficially owned by such Person;

        (b)      the shareholders of the Company approve a definitive
                 agreement of merger or consolidation with any
                 other corporation or business entity, other than a
                 merger or consolidation that would result in the
                 voting securities of the Company outstanding
                 immediately prior to the consummation of the
                 merger or consolidation continuing to represent
                 (either by remaining outstanding or by being
                 converted into voting securities of the surviving
                 entity) at least 50% of the combined voting power
                 of the voting securities of the surviving entity
                 of such merger or consolidation outstanding
                 immediately after such merger or consolidation,
                 and such definitive agreement is closed or
                 consummated;

        (c)      during any 24-month period, the directors constituting
                 the Company's Board of Directors at the beginning of
                 such period cease to constitute at least a majority
                 of the directors of the Company, provided that any
                 director newly elected during such period who has
                 been approved by: (i) 2/3 of the shareholders or
                 (ii) a majority of the remaining directors who were
                 on the Board at the beginning of such period, shall
                 be counted as if such director had been a director
                 at the beginning of such period; or

        (d)      the shareholders of the Company approve a plan of
                 complete liquidation or dissolution of the Company
                 or an agreement for the sale or disposition of the
                 Company of all or substantially all of the Company's
                 assets, and such plan or agreement is closed or
                 consummated.

        A Change in Control as described in (a) above shall not occur
        as a result of the ownership of voting securities by (A) the
        Company or any of its subsidiaries, (B) a trustee or other
        fiduciary holding securities under an employee benefit plan
        of the Company or any of its subsidiaries, or (C) a
        corporation owned, directly or indirectly, by the shareholders
        of the Company insubstantially the same proportions as their
        ownership of stock.

        Securities held by an underwriter pursuant to an offering of
        such securities for a period not to exceed forty (40) days
        shall be deemed to be outstanding but shall not be deemed to
        be beneficially owned by such underwriter for purposes of
        clause (a) above.

        The term "Person" as used in this Section 23.2 means any
        individual, firm, corporation, partnership or other entity
        and shall include the

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        "Affiliates" and "Associates" of such Person (as such terms
        are defined in Rule 12b-2 under the Securities Exchange Act
        of 1934)."

        IN WITNESS WHEREOF, The Earthgrains Company has caused this Amendment
No. 6 to the Plan to be executed in its name by its duly authorized officer this
_____ day of _______________, 2000.


                                      THE EARTHGRAINS COMPANY



                                      By:__________________________

                                      Title:_______________________



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