EXHIBIT 10.4

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                     THE EARTHGRAINS COMPANY

                EXECUTIVE DEFERRED COMPENSATION PLAN





                     Effective March 27, 1996

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                     THE EARTHGRAINS COMPANY
                EXECUTIVE DEFERRED COMPENSATION PLAN

                        TABLE OF CONTENTS


     PREAMBLE                                                  1

I.   DEFINITIONS                                               1
     Base Salary Rate                                          1
     Bonus                                                     1
     Company                                                   1
     Effective Date                                            1
     Eligible Employee                                         1
     Employee                                                  1
     Participant                                               1
     Participating Employer                                    2
     Plan                                                      2
     Related Employer                                          2
     Year                                                      2

II.  ELIGIBILITY                                               2

III. DEFERRAL ELECTIONS                                        2
     3.01.  Types of Election; Time of Election                2
     3.02.  Special Rule for Non-deductible Amounts            3
     3.03.  Termination of Deferrals on Termination of
              Employment                                       3
     3.04.  Miscellaneous Limitations on Deferral              3

IV.  ACCRUAL OF INTEREST                                       4
     4.01.  Participant Elections                              4
     4.02.  Accrual of Interest during Deferral Period         4
     4.03.  Accrual of Interest on Installment Payments        4
     4.04.  If Payment Is Delayed                              5
     4.05.  If Payment Is Accelerated                          5

V.   PAYMENTS TO PARTICIPANTS                                  5
     5.01.  Time Payment Begins                                5
     5.02.  Form of Payment                                    5
     5.03.  Set Off and Withholding                            6
     5.04.  Determination of Installment Amounts               6
     5.05.  Acceleration of Payment for Unforeseeable
              Emergency                                        6
     5.06.  Change in Control                                  7
     5.07.  General Right to Accelerate Payment                9
     5.08.  Payments After Death                               9
     5.09.  All Payments to be Made by the Company            10

VI.  ADMINISTRATION                                           10
     6.01.  Administrative Duties of the Company              10
     6.02.  Claims Procedures                                 11
     6.03.  Books and Records                                 12
     6.04.  Notices                                           12

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VII. LIABILITIES TRANSFERRED FROM THE ANHEUSER-BUSCH EXECUTIVE
       DEFERRED COMPENSATION PLAN                             13
     7.01.  Establishment of Accounts for Eligible Employees  13
     7.02.  Treatment of Amounts Derived From A-B Plan        13
     7.03.  Remaining Provisions of This Plan Control         14

VIII.AMENDMENT AND TERMINATION                                14

IX.  PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY           14
     9.01.  Adoption                                          14
     9.02.  Withdrawal                                        14
     9.03.  Succession                                        14

X.   MISCELLANEOUS                                            15
     10.01. Company's Obligations Unsecured                   15
     10.02. No Alienation                                     15
     10.03. No Waiver of Rights                               15
     10.04. Severability                                      15
     10.05. Legal Expenses                                    15
     10.06. Presumption of Competence                         16
     10.07. Facility of Payment                               16
     10.08. No Guarantee of Employment or Compensation        16
     10.09. Plan Provisions Binding                           16
     10.10. Rules of Interpretation                           17
     10.11. Missouri Law Controls                             17
     10.12. Counterparts                                      17

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                     THE EARTHGRAINS COMPANY

              EXECUTIVE DEFERRED COMPENSATION PLAN


                           PREAMBLE

The Earthgrains Company does hereby adopt The Earthgrains Company
Executive Deferred Compensation Plan set forth herein for the
purpose of providing deferred compensation to a select group of
management and highly compensated employees, effective as of March
27, 1996.


I.   DEFINITIONS

     Base Salary Rate:  An Eligible Employee's regular periodic
salary payable by a Participating Employer in exchange for services
rendered during a Year, regardless of when paid, expressed on an
annual basis.

     Bonus:  Any amount awarded by a Participating Employer to an
Eligible Employee for a Year under a regular cash bonus plan or any
special retention bonus awarded pursuant to a written employment
agreement entered into between a Participating Employer and an
Eligible Employee in 1995, regardless of when awarded or paid, but
excluding any other extraordinary bonuses.

     Company:  The Earthgrains Company

     Effective Date:  March 27, 1996

      Eligible Employee:  With respect to any Year, an Employee who
satisfies the requirements for participation in the Plan for the
Year, as determined pursuant to Section II.

      Employee:  A salaried common-law employee of a Participating
Employer as determined from time to time.  In no event shall any
individual be classified as an Employee while he or she is in any
of the following categories:

          (a)  Independent contractors, including non-employee
directors or the Company and its subsidiaries.

          (b)  Leased employees.

          (c)  Non-resident aliens.

          (d)  Collective bargaining unit members.

     Participant:  With respect to any Year, an Eligible Employee
who elects to defer a portion of his or her Bonus for the Year or
who so elected with respect to an earlier Year as to which the
entire amount deferred and all interest accrued thereon have not
been paid.

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     Participating Employer:  The Company and any other business
entity in which the Company has an equity interest of at least
fifty percent (50%), and which adopts this Plan, as determined from
time to time.

     Plan:  The Earthgrains Company Executive Deferred Compensation
Plan, the Plan set forth herein, as duly amended from time to time.

     Related Employer:  Each Participating Employer and each other
legal entity as to which the Company has at least fifty percent
(50%) of the voting power.

     Year:  Each fiscal year of the Company commencing on or after
March 27, 1996.

II.  ELIGIBILITY

     In general, an Employee shall be an Eligible Employee for a
Year only if the Employee's Base Salary Rate as of the January 1
prior to the beginning of a Year exceeds $150,000, as adjusted for
each Year commencing after 1996 in accordance with the Company's
budgeted internal merit increase factor for that Year (hereinafter
"$150,000 As Adjusted").  For the Year commencing March 27, 1996,
an Employee shall be an Eligible Employee for the Year only if the
Employee's Base Salary Rate as of the first day of the Year exceeds
$150,000.

III. DEFERRAL ELECTIONS

     3.01.  Types of Election; Time of Election.

     Each Participant for a Year shall make the following
irrevocable elections in writing on a form provided by the Company
and delivered to the Company not later than the Company may direct,
but in any event before the first day of the Year.

     (a)  The portion of the Participant's Bonus for the Year that
shall be deferred; however, if any portion of a Participant's total
compensation from all Participating Employers for a Year would not
be deductible for the Year by any Participating Employer under
Section 162(m) of the Internal Revenue Code, the Participant may
elect to defer an indefinite amount consisting of part or all of
such non-deductible portion of the Participant's compensation, and
the Company may adopt such special rules and procedures as it deems
appropriate to carry out such election.

     (b)  The period of deferral for amounts deferred during the
Year, which may be a definite period of five (5), ten (10) or
fifteen (15) Years including the Year of deferral, or an indefinite
period ending on termination of the Participant's employment with
all Related Employers, subject to extension provided for in
Sections 3.01(e) and 3.02 or acceleration as provided for in Sections 5.01(b),
5.06 and 5.07.

     (c)  The interest rates to be applied to amounts deferred
during the Year and to any previously deferred amounts as to which
a new election is required under Section 4.01.


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     (d)  Whether payment of amounts deferred for the Year and
interest accrued thereon shall be made in a single sum or in five
(5) installments, subject to acceleration as provided for in
Sections 5.02(c), 5.05, 5.06 and 5.07.

     (e)  Whether payment of amounts deferred for the Year that
become due on account of termination of the Participant's
employment with all Related Employers shall begin as of the first
day of the calendar month following the termination or the first
day of the Year following the termination.

     3.02.  Special Rule for Non-deductible Amounts.

     Any amount otherwise payable under the Plan in a Year for
which the Company determines that the amount would not be
deductible by any Participating Employer under Section 162(m) of
the Internal Revenue Code shall not be paid until such Year as the
Company determines that the amount has ceased to be non-deductible
by any Participating Employer under Section 162(m) of the Internal
Revenue Code.  In the case of any inconsistency between this Section
3.02 and any other provision of the Plan, this Section 3.02 shall
govern, except in the case of Section 5.06.

     3.03.  Termination of Deferrals on Termination of Employment.

     If a Participant's employment with all Participating Employers
is terminated before the end of a Year as to which the Participant
elected to defer any part of the Participant's Bonus under the
Plan:

     (a)  Except for deferrals described in Section 3.01(a), all such
deferrals shall cease upon such termination of employment, whether
or not the Participant receives any amounts otherwise classified as
Bonus after such termination, and

     (b)  No portion of the Participant's Bonus previously deferred
during the Year shall be refunded to the Participant, even though
the Participant's total actual base salary for the Year may be less
than $150,000 As Adjusted.

     3.04.  Miscellaneous Limitations on Deferral.

     Notwithstanding Section 3.01, a Participant's deferral election for
a Year shall be of no force or effect to the extent that it
requires deferral of: (i) any amounts the Participant elects to
contribute under any tax-qualified plan maintained by any
Participating Employer which is designed to comply with Section
401(k) or 401(m) of the Internal Revenue Code on either a before-
tax or after-tax basis or The Earthgrains Company 401(k)
Restoration Plan; (ii) any amounts that the Participant elects or
is required to contribute under any welfare benefit plan maintained
by any Participating Employer; (iii) any payroll taxes, income
taxes or any other taxes required to be withheld from the
Participant's compensation which is subject to such taxes during
the Year, including but not limited to FICA taxes and federal,
state and local income taxes required to be withheld on the
Participant's wages for the Year; and (iv) any amounts payable to
a court or other individual or entity by court order.


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IV.  ACCRUAL OF INTEREST

     4.01.  Participant Elections.

     (a)  Before the beginning of each Year, the Company shall
offer one or more combinations of interest rates (hereinafter
"Rates") and time periods (hereinafter "Terms") which shall apply
to amounts deferred during the Year and to all prior deferrals and
interest accrued thereon as to which the previous Terms expired on
the last day of the prior Year.  An amount shall be deemed deferred
for this purpose on the date it would otherwise be payable in cash
to the Eligible Employee.  For example, if the Bonus accrued in one
Year is payable in the next Year, it shall be deemed deferred in
the later Year for this purpose.

     (b)  The Rates and Terms for each Year shall be determined by
the Chief Financial Officer of the Company and shall correspond
generally to the borrowing rates and terms that will be available
to the Company for the Year on the basis of market rates in effect
prior to announcement to Eligible Employees of the Rates and Terms
for the Year.

     (c)  In general, all Terms shall commence on the first day of
a Year and expire on the last day of a Year.  For example, if
before the first day of the Year that begins in 1997, a Participant
elects a combination of a 3-Year Term and a 3% Rate for the amounts
deferred by the Participant for the Year beginning in 1997, the 3%
Rate shall apply to all amounts deferred during the Year that
begins in 1997 from the date of deferral through the last day of
the Year that begins in 1999.

     (d)  The Terms elected by a Participant need not be limited to
the deferral period for the amount subject to the Term elected. 
For example, a Participant may elect a 10-Year Term for an amount
the Participant has elected to be distributed after 5 Years.

     (e)  Each Participant shall elect the Rate/Term combinations
which shall apply to amounts the Participant defers during the Year
and to the Participant's prior deferrals and interest accrued
thereon as to which the previous Terms expired on the last day of
the prior Year.

     4.02.  Accrual of Interest during Deferral Period.

     Interest shall accrue on the amounts deferred by a Participant
during each Year in accordance with the Participant's elections
from time to time as provided for in Section 4.01 until payment becomes
due with respect to such amounts pursuant to Section V.

     4.03.  Accrual of Interest on Installment Payments.

     If any amount is paid in installments pursuant to a
Participant's election in accordance with Section 3.01(d), interest shall
accrue on any balance thereof remaining to be paid in installments
from time to time at the Rate in effect with respect to such amount
on the day prior to the due date of the first installment.


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     4.04.  If Payment Is Delayed.

     (a)  In the event payment of an amount due a Participant
occurs thirty (30) or fewer days after its due date, no interest
shall accrue during the period between the due date and the date of
payment.

     (b)  In the event payment of any amount due a Participant
occurs more than thirty (30) days after its due date, interest
shall accrue during the period between the due date and the date of
payment at an annual rate equal to the prime rate published by The
Boatmen's National Bank of St. Louis as of the due date.

     4.05.  If Payment Is Accelerated.

     If payment of an amount due a Participant is accelerated for
any reason, no interest shall accrue with respect to the
accelerated amount after the date scheduled for accelerated
payment, notwithstanding that the Participant previously elected a
longer term or a later payment date, except as provided for in
Section 4.04(b).

V.   PAYMENTS TO PARTICIPANTS

     5.01.  Time Payment Begins.

     (a)  Subject to the remaining provisions of this Section V,
payment of amounts deferred during a Year and interest accrued
thereon shall begin as of the first day of the Year following
expiration of the deferral period the Participant elected therefor
in accordance with Section 3.01(b).

     (b)  Notwithstanding Section 5.01(a), payment of a Participant's
deferred amounts and interest thereon shall begin not later than
the first day of the calendar month following termination of the
Participant's employment with all Related Employers on account of
retirement, death or any reason or the first day of the Year
following the termination, as elected by the Participant pursuant
to Section 3.01(e).

     5.02.  Form of Payment.

     (a)  If a Participant elects payment of any amount in a single
sum pursuant to Section 3.01(d), such single sum amount shall be due and
payable as of the date determined pursuant to Section 5.01.

     (b)  If a Participant elects payment of any amount in five (5)
installments pursuant to Section 3.01(d), the initial installment shall be
paid as of the first day of the calendar month following
termination of the Participant's employment with all Related
Employers or as of the first day of the Year following the
termination, as elected by the Participant pursuant to Section 3.01(e),
and the remaining four (4) installments shall be paid as of the
first day of each of the next four (4) Years.


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     (c)  Notwithstanding Section 5.02(b): (i) if a Participant's
employment with all Related Employers terminates before age fifty-
five (55) for any reason other than the Participant's death or
disability, or (ii) if a Participant's termination of employment
with all Related Employers occurs before the end of the
Participant's first Year of deferral under the Plan, the Company
may determine that payment of the entire amount then accrued for
the benefit of the Participant under the Plan shall be paid in a
single sum, notwithstanding any election by the Participant to the
contrary.

     5.03.  Set Off and Withholding.

     (a)  Any amount then due and payable by the Company to any
Participant or the successor to any Participant under this Plan may
be offset by any amounts owed to any Related Employer by the
Participant and/or the successor for any reason and in any capacity
whatsoever, as the Company may determine in its sole and absolute
discretion.

     (b)  There shall be deducted from any amount payable under
this Plan all taxes required to be withheld by any federal, state
or local government.  Participants and their beneficiaries shall
bear any and all federal, state, local and other income taxes and
other taxes imposed on amounts paid under the Plan, whether or not
withholding is required or carried out in accordance with this
provision.

     5.04.  Determination of Installment Amounts.

     If payment of a deferred amount occurs in installments, the
amount of each installment shall be equal to the deferred amount
and accrued interest thereon remaining unpaid as of the last day of
the Year preceding payment, divided by the number of installments
then remaining to be paid.  For example, to determine the amount of
the first installment, divide the total amount of the deferral and
accrued interest as of the last day of the preceding Year by five
(5); to determine the amount of the second installment, divide the
amount of the deferral and accrued interest remaining to be paid as
of last day of the preceding Year by four (4), and so on.

     5.05.  Acceleration of Payment for Unforeseeable Emergency.

     (a)  The Company may determine that payment of any portion of
the amount then accrued for the benefit of a Participant or
beneficiary under the Plan shall be accelerated on application of
the Participant or beneficiary on account of and subject to
reasonable proof of unforeseeable emergency as provided for in this
Section 5.05.

     (b)  For purposes of this Section 5.05, an unforeseeable emergency is
a severe financial hardship to the Participant or beneficiary
resulting from a sudden and unexpected illness or accident of the
Participant or beneficiary or of a dependent (as defined in Section
152(a) of the Internal Revenue Code) of the Participant or
beneficiary, loss of the Participant's or beneficiary's property
due to casualty, or other similar


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extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant or beneficiary. 
The circumstances that will constitute an unforeseeable emergency
will depend upon the facts of each case, but, in any case, payment
may not be made to the extent that such hardship is or may be
relieved --

          (i)  Through reimbursement or compensation by insurance
or otherwise,

          (ii)  By liquidation of the Participant's or
beneficiary's assets, to the extent the liquidation of such assets
would not itself cause severe financial hardship, or

          (iii) By cessation of deferrals under this Plan or by
cessation of elective deferrals if and when possible under any
other deferred compensation plan for which the Participant or
beneficiary is eligible; provided that a Participant shall not be
permitted to cease deferrals under this plan as of any date other
than the first day of a Year.

          Examples of what are not considered to be unforeseeable
emergencies include the need to send a Participant's or
beneficiary's child to college or the desire to purchase a home.

     (c)  Withdrawal of amounts because of an unforeseeable
emergency shall be permitted only to the extent reasonably needed
to satisfy the emergency need.

     (d)  All determinations under this Section 5.05 shall be made by an
Administrative Committee appointed pursuant to Section 6.01(c). 
Notwithstanding any other provision of this Section 5.05, authorization of
distribution on account of hardship under any tax-qualified plan
maintained by any Participating Employer which is designed to
comply with the requirements of Section 401(k) of the Internal
Revenue Code shall automatically terminate any deferral election of
the Participant then in force with respect to the Participant's
Bonus and further deferrals under this Plan shall not be permitted
for a period of twelve (12) months.

     5.06.  Change in Control.

     (a)  If a Change in Control (as defined in Section 5.06(b)) shall
occur, then, notwithstanding anything to the contrary herein, the
entire amount accrued on behalf of a Participant under the Plan as
of the Change in Control Date (as defined in Section 5.06(b)) shall be
paid in a single sum within 30 days after the Change in Control
Date.

     (b)  For purposes of this Plan, a "Change in Control" shall
occur if:

          (i)  Any Person (as defined herein) becomes the
beneficial owner directly or indirectly (within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934 as amended ("Act"))
of more

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than 30% of the then outstanding voting securities of the Company
(measured on the basis of voting power); provided, however, that
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;

          (ii)  The shareholders of the Company approve a
definitive agreement of merger or consolidation with any other
corporation or business entity, other than (x) a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity), in combination
with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of
its subsidiaries, at least 50% of the combined voting power of the
voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or (y)
a merger or consolidation effected to implement a recapitalization
of the Company (or similar transaction) in which no Person acquires
more than 50% of the combined voting power of the Company's then
outstanding securities;

          (iii) A change occurs in the composition of the Board of
Directors of the Company during any period of twenty-four
consecutive months such that individuals who at the beginning of
such period were members of the Board of Directors of the Company
cease for any reason to constitute at least a majority thereof,
unless the election, or the nomination for election by the
shareholders of the Company of each new director was approved by a
vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved; or

          (iv)  The shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company or an agreement
for the sale or disposition by the Company of all or substantially
all the assets of the Company.

          A Change in Control shall be deemed to have occurred on
the date as of which any of the events described in clauses (i)
through (iv) occur (such date being referred to as "Change in
Control Date").  For purposes of this paragraph, "Person" shall
have the meaning given in Section 3(a)(9) of the Act, as modified
and used in Sections 13(d) and 14(d) thereof; however, a Person
shall not include (aa) the Company or any of its subsidiaries, (bb)
a trustee or other fiduciary holding securities under an employee
benefit plan of the Company or any of its subsidiaries, (cc) an
underwriter temporarily holding securities pursuant to an offering
of such securities, or (dd) a corporation owned, directly or
indirectly, by the

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shareholders of the Company in substantially the same proportions
as their ownership of stock in the Company.

     (c)  Following a Change in Control, the provisions of this
Section 5.06 cannot, after the Change in Control Date, be amended in
any manner without the written consent of each individual who was a
Participant immediately prior to a Change in Control.

     (d)  Following a Change in Control, this Plan may continue in
effect, notwithstanding that payment of benefits shall have been
made under Section 5.06(a).

     (e)  If by reason of this Section 5.06 an excise or other special tax
("Excise Tax") is imposed on any payment under the Plan (a
"Required Payment"), the amount of each Required Payment shall be
increased by an amount which, after payment of income taxes,
payroll taxes and Excise Tax thereon, will equal such Excise Tax on
the Required Payment.

     5.07.  General Right to Accelerate Payment.

     Notwithstanding Sections 5.01 and 5.02, the Company by its proper
officers in its sole discretion may direct current payment of all
amounts that all Participants have elected to defer pursuant to
Section 3.01 and all interest then accrued thereon.

     5.08.  Payments After Death.

     (a)  Except as otherwise provided in this Section 5.08, any amount
payable under this Plan as a result of or following the death of a
Participant shall be applied only for the benefit of the
beneficiary or beneficiaries designated by the Participant pursuant
to this Section 5.08.  Each Participant shall specifically designate, by
name, on forms provided by the Company, the beneficiary(ies) to
whom any such amounts shall be paid.  A Participant may change or
revoke a beneficiary designation without the consent of the
beneficiary(ies) at any time by filing a new beneficiary
designation form with the Company.  The filing of a new form shall
automatically revoke any forms previously filed with the Company. 
A beneficiary designation form not properly filed with the Company
prior to the death of the Participant shall have no validity under
the Plan.

     (b)  Any such designation shall be contingent on the
designated beneficiary surviving the Participant.  If a designated
beneficiary survives the Participant but dies before receiving the
entire amount payable to the designated beneficiary hereunder, the
amount which would otherwise have been so paid shall be paid to the
estate of the deceased beneficiary unless a contrary direction was
made by the Participant, in which case such direction shall
control.  More than one beneficiary, and alternative or contingent
beneficiaries, may be designated, in which case the Participant
shall specify the shares, terms and conditions upon which amounts
shall be paid to such multiple or alternative or contingent
beneficiaries, all of which must be satisfactory to the Company.


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     (c)  If no beneficiary designation is on file with the Company
at the time of the Participant's death or no beneficiary designated
by the Participant survives the Participant, the Participant's
estate shall be deemed to be the beneficiary designated to receive
any amounts then remaining payable under this Plan.

     (d)  In determining any question concerning a Participant's
beneficiary, the latest designation filed with the Company shall
control and intervening changes in circumstances shall be ignored. 
For example, if a Participant's spouse is designated as beneficiary
but thereafter is divorced from the Participant, such designation
shall remain valid unless and until the Participant files a later
beneficiary designation form with the Company.

     (e)  Any check issued on or before the date of a Participant's
death shall remain payable to the Participant, whether or not the
check is received by the Participant prior to death.  Any check
issued after the date of the Participant's death shall be the
property of the Participant's beneficiaries determined in
accordance with this Section 5.08.

     (f)  A Participant's election of payment in installments shall
not be altered by reason of the Participant's death.

     5.09.  All Payments to be Made by the Company.

     All payments due any Participant or beneficiary under this
Plan shall be the sole responsibility of the Company.

VI.  ADMINISTRATION

     6.01.  Administrative Duties of the Company.

     (a)  The Company shall have sole responsibility for the
administration of the Plan.

     (b)  The Company shall administer the Plan in accordance with
its terms and shall have all powers necessary to carry out the
provisions of the Plan.  The Company shall interpret the Plan;
shall determine all questions arising in the administration,
interpretation, and application of the Plan; and shall construe any
ambiguity, supply and omission, and reconcile any inconsistency in
such manner and to such extent as the Company deems proper.  Any
interpretation or construction placed upon any term or provision of
the Plan by the Company, any decisions and determinations of the
Company arising under the Plan, including without limiting the
generality of the foregoing: (i) the eligibility of any individual
to become or remain a Participant and a Participant's status as
such, and Eligible Compensation for any Year; (ii) the time, method
and amounts of payments payable under the Plan; (iii) the rights of
Participants; and any other action or determination or decision
whatsoever taken or made by the Company in good faith shall be
final, conclusive, and binding upon


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all persons concerned, including, but not limited to, the Company,
all Participating Employers and all Participants and beneficiaries.

     (c)  The Chief Executive Officer of the Company shall appoint
one or more Employees to carry out the Company's duties hereunder.

     (d)  The Company may employ accountants, counsel, specialists,
and other persons necessary to help carry out its duties and
responsibilities under the Plan.  The Company or any appointee
shall be entitled to rely conclusively upon any opinions or reports
which shall be furnished to it or him by such accountants, counsel,
specialists, and other persons.

     (e)  No Employee shall participate in determining his or her
own entitlement under the Plan.

     6.02.  Claims Procedures.

     (a)  The Company shall make all decisions and determinations
respecting the right of any person to a payment under the Plan.

     (b)  The following procedure shall be followed with respect to
claims under the Plan:

          (i)  Any claimant who believes he or she is entitled to
a benefit under this Plan shall submit a claim for such benefit in
writing to the Company.

          (ii)  Any decision by the Company denying a claim in
whole or in part shall be stated in writing by the Company and
delivered or mailed to the claimant within ninety (90) days after
receipt of the claim by the Company unless special circumstances
require an extension of time for processing, but in any event
within one hundred eighty (180) days after such receipt.  If such
an extension of time is taken, the Company shall inform the
claimant of the delay in writing before the expiration of the
initial ninety (90) day period, including the reasons therefor and
the date by which the Company expects to render a decision.  Any
decision denying a claim shall set forth the specific reasons for
the denial with specific references to Plan provisions on which the
denial is based, a description of any additional material or
information necessary to perfect the claim and the reasons
therefor, and an explanation of the Plan's claim review procedure
as provided for in Section 6.02(b)(iii), all written in a manner
calculated to be understood by the claimant.  If the Company does
not notify the claimant of denial of the claim or the need for an
extension of time within the initial ninety (90) day period, the
claim shall be deemed denied.

     (iii) If a claim is denied in whole or in part, the claimant
or his or her duly authorized representative may request a review
by the Company of the decision upon written application to the
Company within sixty (60) days after notification of the decision. 
The

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<PAGE>


claimant or his or her duly authorized representative may review
pertinent documents and submit issues and comments in writing.  The
Company shall make its decision on review not later than sixty (60)
days after receipt of the request for review unless special
circumstances require an extension of time for processing, in which
case its decision shall be rendered as soon as possible, but not
later than one hundred twenty (120) days after receipt of the
request for review.  If such an extension of time is taken, the
Company shall inform the claimant of the delay in writing before
the expiration of the initial sixty (60) day period.  The decision
on review shall be in writing and shall include specific reasons
for the decision, written in a manner calculated to be understood
by the claimant and specific references to the pertinent Plan
provisions on which the decision is based.  If the Company does not
notify the claimant of its decision on review within the period
herein provided for, the claim shall be deemed denied on review.

     (c)  The Company may adopt such rules as it deems necessary,
desirable, or appropriate to carry out its duties under this Section 6.02. 
All rules, decisions and determinations of the Company under this
Section 6.02 shall be uniformly and consistently applied.  Any action or
determination or decision whatsoever taken or made by the Company
under this Section 6.02 in good faith shall be final, conclusive, and
binding upon all persons concerned, including, but not limited to,
the Company, all Participating Employers and all Participants and
beneficiaries.

     (d)  The procedure provided for in this Section 6.02 shall be the
sole, exclusive and mandatory procedure for resolving any dispute
under this Plan.

     6.03.  Books and Records.

     (a)  The Company shall keep such books, records, and other
data as it deems necessary for proper administration of the Plan,
including but not limited to records of each Participant's Base
Salary Rate and Bonus, elections, deferred amounts, Rates and
Terms, interest accrued, amounts payable to each Participant from
time to time, and amounts paid to each Participant or beneficiary
from time to time.

     (b)  The records of the Company shall be conclusive on all
persons unless proved incorrect to the satisfaction of the Company.

     (c)  The Company shall comply with all reporting and
disclosure requirements of the law and shall maintain all records
required by law.

     6.04.  Notices.

     (a)  Any notice from the Company to any Participant shall be
in writing and shall be given by delivery to the Participant, or by
mailing to the last known residence address of the Participant. 
Any notice from a Participant to the Company shall be in writing
and shall be given by delivery to the Chief Financial Officer of
the Company at the Company's


                            12

<PAGE>


headquarters, except as otherwise designated by the Company. 
Notices shall be effective on the date of actual delivery.

     (b)  Each Participant shall furnish all information, including
post office address and each change of post office address, proofs,
receipts and releases, as may be required by the Company.

     (c)  Any communication, statement or notice addressed to any
individual at the last post office address filed with the Company
shall be binding for all purposes of the Plan, and the Company
shall not be obligated to search for or ascertain the whereabouts
of any such individual.

     (d)  Except as provided in Section III, any notice required by
the Plan may be waived by the Company or any Participant.

                      NEW ARTICLE VII

VII. LIABILITIES TRANSFERRED FROM THE ANHEUSER-BUSCH EXECUTIVE
DEFERRED COMPENSATION PLAN

     7.01.  Establishment of Accounts for Eligible Employees.

     The amount of liabilities transferred to this Plan from the
Anheuser-Busch Executive Deferred Compensation Plan (the "A-B
Plan") with respect to each individual who is an Eligible Employee
as of March 27, 1996 shall be determined under the provisions of
the A-B Plan as of March 31, 1996, and an account equal to the
liability so determined with respect to each affected Eligible
Employee shall be established as of April 1, 1996.

     7.02.  Treatment of Amounts Derived From A-B Plan.

     With respect to each separate portion of each account
established pursuant Section 7.01, the Eligible Employee's prior
elections under the A-B Plan governing the remaining period of
deferral thereof, the form of distribution thereof, the Rates and
Terms elected with respect thereto, and the time payment thereof
begins shall remain in full force and effect, except as follows:

     (a)  The word Year shall mean the Company's fiscal year, and
not the calendar year as provided for in the A-B Plan, and the
particular Year referred to shall be the Year that begins during
the particular calendar year referred to the A-B Plan.  For
example, the Year beginning January 1, 1996 under the A-B Plan
shall be treated as the Year beginning March 27, 1996 under this
plan.

     (b)  All provisions for payment occurring on any January 1 in
the A-B Plan shall refer to the first day of the Year commencing
after such January 1.

     (c)  The Rate applicable to the Term remaining with respect to
the liabilities transferred as of April 1, 1996 shall be the Rate
under this Plan for each Term that is nearest in length to the
remaining Term for the amount of each portion of the liability
under the A-B Plan as of March 31, 1996.


                            13

<PAGE>


     7.03.  Remaining Provisions of This Plan Control.

     Except as expressly provided for in this Section VII, all
amounts governed by this Section VII shall be subject to the
provisions of this Plan and not the A-B Plan.  For purposes of the
A-B Plan, this Plan shall be deemed to be an amendment and
restatement of the A-B Plan, effective April 1, 1996.

VIII.AMENDMENT AND TERMINATION

     The Chief Executive Officer of the Company shall have
authority to amend or terminate the Plan on behalf of the Company
in his sole discretion at any time, except as follows:

     (a)  Amendments that provide for substantial increases in
benefits shall require approval by the Compensation Committee of
the Board of Directors of the Company.

     (b)  No amendment shall reduce the amount accrued for the
benefit of a Participant immediately prior to the effective date of
the amendment.

     (c)  No amendment shall reduce any Rate elected by a
Participant before expiration of the Term provided therefor when
the election was made unless the amount governed by the Rate and
Term is distributed to the Participant in connection with
termination of the Plan or otherwise pursuant to the Plan.

IX.  PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY

     9.01.  Adoption.

     A Participating Employer other than the Company shall adopt
this Plan by written instrument executed by its proper officers,
subject to the written approval of the Company.  Adoption of the
Plan by a Participating Employer shall constitute automatic
delegation of all rights and duties it might otherwise reserve to
itself under the Plan to the Company, including full authority to
amend or terminate the Plan.

     9.02.  Withdrawal.

     A Participating Employer shall automatically withdraw from the
Plan if and when the Company ceases to have an equity interest of
at least fifty percent (50%) without the execution of any other
instrument.  A Participating Employer may voluntarily withdraw from
the Plan on not less than thirty (30) days' written notice from its
proper officers.

     9.03.  Succession.

     In the event of dissolution, merger, consolidation, or spin-
off involving a Participating Employer, the entity surviving the
transaction shall succeed to the rights and duties of the affected
Participating Employer without the execution of any other
instrument.


                            14

<PAGE>


X.   MISCELLANEOUS

     10.01. Company's Obligations Unsecured.

     It is the intention of the Company and all Participants that
the Plan shall be unfunded for tax purposes and for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as
amended from time to time.  Amounts payable to Participants under
this Plan shall be paid solely from the general assets of the
Company as they come due from time to time.  No Participant and no
successor of any Participant shall have any property interest
whatsoever in any asset of the Company on account of participation
in this Plan.  Participants' rights under this Plan shall be no
greater than the right of an unsecured general creditor of the
Company.  Nothing in this Plan shall require the Company to invest
any amount in any asset or type of asset.

     10.02.  No Alienation.

     Except as required by law, amounts payable under this Plan
shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, charge,
garnishment, execution, or levy of any kind, either voluntary or
involuntary; any attempt to anticipate, alienate, sell, transfer,
assign, pledge, encumber, charge or otherwise dispose of any right
to payment hereunder shall be void, and the Company shall not in
any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any Participant or other
person.

     10.03. No Waiver of Rights.

     Except as provided for in Section 6.02, no failure or delay by the
Company or any Participant to exercise any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right,
remedy, power or privilege.

     10.04. Severability.

     The invalidity of any particular clause, provision or covenant
herein shall not invalidate all or any part of the remainder of
this Plan, but such remainder shall be and remain valid in all
respects as fully as the law will permit.

     10.05. Legal Expenses.

     In any proceeding to enforce rights and obligations hereunder,
the unsuccessful party shall pay the successful party an amount
equal to all reasonable out-of-pocket expenses (including
reasonable legal expenses and court costs) incurred by the
successful party.


                            15

<PAGE>


     10.06. Presumption of Competence.

     Every person receiving or claiming amounts payable under this
Plan shall be conclusively presumed to be mentally competent and of
legal age unless and until the Company receives proof satisfactory
to the Company that the person is incompetent or is a minor or that
a guardian or other person legally vested with the care of the
person's estate has been appointed.

     10.07. Facility of Payment.

     If any amount is payable hereunder to a minor or other person
under legal disability or otherwise incapable of managing his or
her own affairs, as determined by the Company in its sole
discretion, payment thereof shall be made in one (or any
combination) of the following ways, as the Company shall determine
in its sole discretion:

               (i)  Directly to said minor or other person;

               (ii) To a custodian for said minor or other person
(whether designated by the Company or any other person) under the
Missouri Transfers to Minors Law, the Missouri Personal Custodian
Law or a similar law of any other jurisdiction;

               (iii)To the conservator of the estate of said minor
or other person; or

               (iv) To some relative or friend of such minor or
other person for the support, welfare or education of such minor or
other person.

     The Company shall not be required to see to the application of
any payment so made, and payment to the person determined by the
Company shall fully discharge the Company from any further
accountability or responsibility with respect to the amount so
paid.

     10.08. No Guarantee of Employment or Compensation.

     No provision of this Plan shall restrict any Related Employer
from discharging a Participant from employment or restrict any
Participant from resigning from employment with any Related
Employer.  No provision of this Plan shall restrict any Related
Employer from increasing or decreasing the compensation of any
Employee.

     10.09. Plan Provisions Binding.

     The provisions of the Plan shall be binding upon the Company,
all Participating Employers and all persons entitled to benefits
under the Plan and their respective successors, heirs and legal
representatives.

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<PAGE>


     10.10. Rules of Interpretation.

     Words of gender shall include persons and entities of any
gender, the plural shall include the singular, and the singular
shall include the plural.  Captions are intended to assist in
reference and shall not be interpreted as part of the Plan.

     10.11. Missouri Law Controls.

     Subject to the applicable provisions of the Employee
Retirement Income Security Act of 1974 which provide to the
contrary, this Plan shall be administered, construed, and enforced
according to the laws of the State of Missouri and in Courts
situated in that State.

     10.12. Counterparts.

     This Plan may be executed in two or more counterparts, any one
of which shall constitute an original without reference to the
others.

     IN WITNESS WHEREOF, The Earthgrains Company has executed this
Plan this ____ day of March, 1996, effective as of March 27, 1996.

                                THE EARTHGRAINS COMPANY



                                By_____________________________
                                       Barry H. Beracha
                                    Chief Executive Officer


 
                            17

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