AMENDMENT NO. 7
                                           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 Plan/401(k) ("Plan") effective as of July 1, 1994; and

        WHEREAS, the Company desires to amend said Plan effective as of July 1,
2000.

        NOW, THEREFORE, the Plan is hereby amended, effective as of July 1,
2000, in the following respects.

                                            I.

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

        "(n)     "Compensation" means wages, salaries, fees for professional
                 services and other amounts received (whether or not in
                 cash) for personal services actually rendered in the course
                 of employment with the Employer to the extent that the
                 amounts are includable in gross income (including, but not
                 limited to, bonuses, overtime, amounts paid on account of
                 termination of employment (e.g. vacation pay), salary
                 reduction contributions made pursuant to a Plan designed
                 to comply with Code Section 125, commissions paid to
                 salesmen, compensation for services on the basis of a
                 percentage of profits, commissions on insurance premiums,
                 tips, or other expense allowances under a nonaccountable
                 plan (as described in Treasury Regulation Section
                 1.62-2(c)) and excluding the following:

                 (i)     Severance pay;

                 (ii)    Contributions made to a qualified or non-
                         qualified plan of deferred compensation or
                         under a simplified employee pension plan
                         which are not includable in gross income for
                         the taxable year, or any distributions from a
                         plan of deferred compensation;

                 (iii)   Amounts realized from the exercise of a non-
                         qualified stock option, or when restricted
                         stock (or property) either becomes freely
                         transferable or is no longer subject to a
                         substantial risk of forfeiture;

                 (iv)   Amounts realized from the sale, exchange or
                        other disposition of stock acquired under a
                        qualified stock option;

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                 (v)    Amounts (even if includable in gross income) which
                        are reimbursements or other expense allowances,
                        fringebenefits (cash or noncash), moving expenses,
                        deferred compensation, or welfare benefits.

        Notwithstanding the foregoing, Compensation shall include foreign
        earned income as defined in Code Section 911(b), whether or not
        excludable from gross income under Code Section 911, except that
        the exclusions in subsections (i) through (v) above shall apply.

        The annual Compensation of each Employee taken into account under
        the Plan shall not exceed $170,000, as adjusted by the
        Commissioner for increases in the cost of living in accordance
        with Code Section 401(a)(17)(B).  The cost-of-living adjustment
        in effect for a calendar year applies to any period, not
        exceeding twelve (12) months, over which Compensation is
        determined (determination period) beginning in such calendar year.
        If a determination period consists of fewer than twelve (12)
        months, the annual compensation limit will be multiplied by
        a fraction, the numerator of which is the number of months in
        the determination period, and the denominator of which is
        twelve (12)."

                                            II.

        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 shall make a contribution for each calendar
        month on behalf of each Active Participant who received a
        Before-Tax Contribution for any payroll period within such
        calendar month, in an amount equal to 100% of the Participant's
        Before-Tax Matched Contributions and After-Tax Matched
        Contributions up to the first 4% of the Participant's
        Compensation for such calendar month; 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.


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

        The Plan shall use the safe harbor provisions in Code
        Sections 401(k)(12) and 401(m)(11) as alternatives to
        satisfying the actual deferral percentage ("ADP") and
        actual contribution percentage ("ACP") tests under the
        Code."

                                           III.

        Section 9.2 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:

        "9.2.  Stock Funds.

        The Trustee shall maintain within the Trust Fund a Stock Fund.
        The Stock Fund shall be apportioned into the Suspense Fund
        described in Article 10 and two (2) Participant Stock Funds,
        including the following:

        (a)    "Loan Purchase Fund" which shall reflect Company
               Shares acquired with the proceeds of a Share Purchase
               Loan and allocated to Participants' Stock Accounts.

        (b)    "Cash Purchase Fund" which shall reflect Company Shares
               otherwise acquired and allocated to Participants'
               Stock Accounts.

        The Committee shall maintain, with respect to each Participant
        Stock Fund specified in (a) and (b), above, a separate
        subaccount under each Stock Account specified in Section 8.3
        to reflect the Participant's interest in the Participant Stock
        Fund attributable to the Stock Account."

        IN WITNESS WHEREOF, the Company has caused this Amendment No. 7 to be
executed as of the _____ day of _______________, 2000.

                                    THE EARTHGRAINS COMPANY


                                    By:_________________________

                                    Title:______________________


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