EXHIBIT 10.3

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                    THE EARTHGRAINS COMPANY
                    401(k) RESTORATION PLAN
  (formerly known as the Campbell Taggart 401(k) Restoration Plan)

            (Amended and Restated as of April 1, 1996)

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           THE EARTHGRAINS COMPANY 401(k) RESTORATION PLAN
  (formerly known as the Campbell Taggart 401(k) Restoration Plan)
             (Amended and restated as of April 1, 1996)

                      TABLE OF CONTENTS

ARTICLE I  RESTATEMENT OF PLAN                                  1
     1.1  Prior Establishment of Plan                           1
     1.2  Amendment and Restatement of Plan                     1

ARTICLE II DEFINITIONS                                          1
     2.1  "Account."                                            1
     2.2  "Beneficiary."                                        1
     2.3  "Company Contributions."                              1
     2.4  "Compensation."                                       1
     2.5  "Effective Date."                                     2
     2.6  "Election Date."                                      2
     2.7  "Eligible Employee."                                  2
     2.8  "Employee."                                           2
     2.9  "Investment Fund."                                    2
     2.10 "Match Rate."                                         2
     2.11 "Participant."                                        2
     2.12 "Participating Employer."                             2
     2.13 "Personal Salary Deferral Contributions."             2
     2.14 "Plan Year."                                          2
     2.15 "Regular 401(k) Plan."                                2
     2.16 "Regular 401(k) Plan Matched Contributions."          3
     2.17 "Reporting Person."                                   3
     2.18 "Reporting Person's HCSF Sub-Account."                3

ARTICLE III ELIGIBILITY                                         3
     3.1  Eligibility on Election Dates                         3
     3.2  Eligibility Requirements                              3
     3.3  Participation                                         3
     3.4  Suspension                                            4

ARTICLE IV PARTICIPANT DEFERRAL OF COMPENSATION                 4
     4.1  Election                                              4
     4.2  Time For Making Election                              5
     4.3  Special Rule for Reporting Persons                    5
     4.4  Cessation of Personal Salary Deferral Contributions   5

ARTICLE V COMPANY CONTRIBUTIONS                                 5
     5.1  Company Matching Contributions                        5

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ARTICLE VI ACCOUNTS                                             5
     6.1  Establishment of Accounts                             5
     6.2  Crediting of Personal Salary Deferral Contributions   6
     6.3  Crediting of Company Contributions                    6
     6.4  Crediting or Debiting of Investment Returns           6
     6.5  Debiting of Payments                                  6

ARTICLE VII HYPOTHETICAL INVESTMENTS                            6
     7.1  Election of Hypothetical Investments                  6
     7.2  Crediting of Investment Returns                       7

ARTICLE VIII VESTING                                            7
     8.1  Personal Salary Deferral Contributions                7
     8.2  Company Contributions                                 7

ARTICLE IX PAYMENT OF BENEFITS                                  8
     9.1  Election                                              8
     9.2  Commencement of Payments                              8
     9.3  Timing of Payments                                    8
     9.4  Set Off and Withholding                               9
     9.5  Determination of Payment Amounts                      9
     9.6  Unforeseeable Emergency                              10
     9.7  Change in Control                                    11
     9.8  General Right to Accelerate Payment                  13
     9.9  Payments After Death                                 13
     9.10 All Payments to be Made by the Company               14
     9.11 Special Rule for Non-deductible Amounts              14
     9.12 Special Rule for Reporting Persons                   14

ARTICLE X LIABILITIES TRANSFERRED FROM THE ANHEUSER-BUSCH
    401(k) RESTORATION PLAN                                    15
     10.1 Addition to Accounts                                 15
     10.2 Treatment of Additions to Accounts                   15

ARTICLE XI PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY      15
     11.1 Adoption                                             15
     11.2 Withdrawal                                           15
     11.3 Succession                                           15

ARTICLE XII ADMINISTRATION AND CLAIMS PROCEDURES               16
     12.1 Administrative Duties of the Company                 16
     12.2 Claims Procedures                                    17
     12.3 Books and Records                                    18
     12.4 Notices                                              18

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ARTICLE XIII AMENDMENT AND TERMINATION                         19
     13.1 Amendment and Termination                            19

ARTICLE XIV MISCELLANEOUS                                      20
     14.1 Company's Obligations Unsecured                      20
     14.2 No Alienation                                        20
     14.3 No Waiver of Rights                                  20
     14.4 Severability                                         20
     14.5 Legal Expenses                                       20
     14.6 Presumption of Competence                            20
     14.7 Facility of Payment                                  21
     14.8 No Guarantee of Employment or Compensation           21
     14.9 Plan Provisions Binding                              21
     14.10 Rules of Interpretation                             21
     14.11 Missouri Law Controls                               21
     14.12 Reporting Persons                                   22
     14.13 Counterparts                                        22

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                         THE EARTHGRAINS COMPANY
                         401(k) RESTORATION PLAN
  (formerly known as the Campbell Taggart 401(k) Restoration Plan)
              (Amended and Restated as of April 1, 1996)


                                ARTICLE I

                            RESTATEMENT OF PLAN

1.1  Prior Establishment of Plan.  Effective as of July 1, 1994,
The Earthgrains Company, a Delaware corporation then known as
Campbell Taggart, Inc. (the "Company"), established the Campbell
Taggart 401(k) Restoration Plan (the "Plan") for the purpose of
restoring certain benefits which are precluded from being provided
under the Regular 401(k) Plan to a select group of management and
highly compensated employees.

1.2  Amendment and Restatement of Plan.  The Company deems it
necessary and desirable to amend and restate the Plan in its
entirety incident to amendment and restatement of the Regular
401(k) plan, effective April 1, 1996.


                            ARTICLE II

                            DEFINITIONS

Except as otherwise expressly provided in this Plan, all
capitalized terms used herein shall have the meaning ascribed to
them in the Regular 401(k) Plan as in effect on April 1, 1996.

2.1  "Account."  The separate record of the interest of each
Participant in this Plan which the Company will establish in
accordance with Article VI.

2.2  "Beneficiary."  The individual or individuals designated by a
Participant to receive benefits under Section 9.9, or any other
person deemed to be a Beneficiary under any other provision of this
Plan or by law.

2.3  "Company Contributions."  The amounts credited to the Accounts
of Participants pursuant to Article V hereof.

2.4  "Compensation."  Base Pay under the Regular 401(k) Plan,
except that no reduction shall be made to reflect the limitation
under Section 401(a)(17) of the Code.


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2.5  "Effective Date."  July 1, 1994 with respect to the prior
provisions of the Plan; April 1, 1996 with respect to the
provisions of this amendment and restatement of the Plan.

2.6  "Election Date."  A date determined by the Company not later
than which any election under the Plan must be made.

2.7  "Eligible Employee."  An Employee of any Participating
Employer who is eligible to participate in the Plan in accordance
with Article III hereof.

2.8  "Employee."  A common-law employee of any Participating
Employer.

2.9  "Investment Fund."  Any of the investment sub-funds which,
from time to time, comprise the Fund under the Regular 401(k) Plan. 
As of April 1, 1996, the Investment Funds include the Company Stock
Fund, the Anheuser-Busch Companies, Inc. Common Stock Fund, the
Equity Index Fund, the Medium-Term Fixed Income Fund, the Short-
Term Fixed Income Fund, the Indexed Balanced Fund and the Managed
Balanced Fund.  Nothing in this Section 2.9 shall require amendment
of this Plan in the event that any investment sub-funds under the
Regular 401(k) Plan are changed from time to time.

2.10  "Match Rate."  The applicable contribution rate for Company
Matching Contributions under the Regular 401(k) Plan from time to
time.

2.11  "Participant."  Any Eligible Employee who has elected to
participate in the Plan in accordance with Section 4.1 hereof and
for whom an Account is maintained.

2.12  "Participating Employer."  The Company and any other employer
which is a Participating Employer under the Regular 401(k) Plan and
employs any Eligible Employees.

2.13  "Personal Salary Deferral Contributions."  A Participant's
personal salary deferral contributions to this Plan.

2.14  "Plan Year."  The fiscal year adopted for this Plan.  As of
April 1, 1996, the Plan Year shall be the fiscal year of the
Company.

2.15  "Regular 401(k) Plan."  The Earthgrains Company Employee
Stock Ownership Plan, previously known as the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan (for Certain
Employees of Campbell Taggart, Inc. and its Subsidiaries), as
amended from time to time.

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2.16  "Regular 401(k) Plan Matched Contributions."  A Participant's
Personal Contributions to the Regular 401(k) Plan with respect to
which Company Matching Contributions are made.

2.17  "Reporting Person."  As of a given date, an Employee who
would be required to report an ordinary purchase or sale of the
common stock of The Earthgrains Company occurring on such date to
the Securities and Exchange Commission pursuant to Section 16(a) of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.

2.18  "Reporting Person's HCSF Sub-Account."  That portion of an
Account of a Reporting Person which is hypothetically invested in
the Company Stock Fund.


                           ARTICLE III

                           ELIGIBILITY

3.1  Eligibility on Election Dates.  Any person who is an Employee
of a Participating Employer on the Effective Date or any subsequent
Election Date is eligible to participate in the Plan as of such
Effective Date or Election Date provided he or she satisfies the
requirements of Section 3.2 on such date.

3.2  Eligibility Requirements.  In order to be eligible to defer
any portion of his or her Compensation under the Plan from time to
time, an Employee must satisfy the following requirements:

     (a)  Be a participant in the Regular 401(k) Plan;

     (b)  Have Compensation exceeding the limit established under
Section 401(a)(17) of the Code by more than $1,000 per year,
determined on a ratable basis under the standards applied under the
Regular 401(k) Plan; and

     (c)  Be contributing to the Regular 401(k) Plan the maximum
percentage of Base Pay which may constitute Regular 401(k) Plan
Matched Contributions.

3.3  Participation.  Any Eligible Employee shall become a
Participant in the Plan by electing to make Personal Salary
Deferral Contributions pursuant to Article IV hereof, and shall
remain a Participant as long as he or she shall continue to live
and have an Account.

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3.4  Suspension.

     (a)  A Participant who reduces contributions to the Regular
401(k) Plan below the maximum percentage of Base Pay which may
constitute Regular 401(k) Plan Matched Contributions shall be
suspended from making Personal Salary Deferral Contributions and
from receiving Company Contributions under this Plan for period of
twelve (12) months after the effective date of such reduction.

     (b)  A Participant who makes a withdrawal pursuant to Section
9.6 or a hardship withdrawal under the Regular 401(k) Plan shall be
suspended from making Personal Salary Deferral Contributions and
receiving Company Contributions under this Plan for a period of
twelve (12) months after the effective date of such withdrawal.

     (c)  A Participant who is suspended from making Regular 401(k)
Plan Matched Contributions for any other reason shall be suspended
from making Personal Salary Deferral Contributions and receiving
Company Contributions under this Plan for the same period as the
suspension period provided for in the Regular 401(k) Plan.

     (d)  Any Participant suspended pursuant to this Section 3.4
may resume deferrals under this Plan only if the Participant
satisfies the requirements of Section 3.2 at the time of resumption
and makes an election described in Section 4.1 not later than the
Election Date for the Plan Year in which deferrals are resumed,
whether the Participant's suspension period expires as of the first
day of the Plan Year or on a later date during the Plan Year.


                          ARTICLE IV

              PARTICIPANT DEFERRAL OF COMPENSATION

4.1  Election.  An Eligible Employee who wishes to begin or resume
Personal Salary Deferral Contributions under the Plan must execute
and deliver the appropriate Company form properly completed. 
Execution and delivery of such form to the Company shall be an
irrevocable direction by the Participant to his or her
Participating Employer to defer payment of an amount which is equal
to (a) the difference between the Participant's Compensation and
the applicable annual compensation limit under Section 401(a)(17)
of the Code, times (b) the maximum percentage of Base Pay which may
constitute Regular 401(k) Plan Matched Contributions, until the
earliest of the date the

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Participant's employment with all Participating Employers ends, the
date of suspension of the Participant's contributions pursuant to
Section 3.4 or the date of cessation of the Participant's Personal
Salary Deferral Contributions pursuant to Section 4.4.

4.2  Time For Making Election.  In general, the election described
in Section 4.1 must be made not later than the Election Date which
immediately precedes the Plan Year in which the Participant wishes
to begin or resume making Personal Salary Deferral Contributions. 
In the case of an Employee who becomes an Eligible Employee after
the Effective Date, the election to begin making Personal Salary
Deferral Contributions described in Section 4.1 must be made not
later than the Election Date which coincides with such Employee's
initial eligibility, and will apply to defer amounts attributable
to services performed after such Election Date.

4.3  Special Rule for Reporting Persons.  Notwithstanding anything,
an election described in Section 4.1 by a Reporting Person shall
not be effective as to Compensation payable prior to the first day
of the month following the calendar month in which the election is
executed and delivered.

4.4  Cessation of Personal Salary Deferral Contributions.  A
Participant may cease making Personal Salary Deferral Contributions
as of the first day of any Plan Year, provided that the Participant
executes and delivers the appropriate form promulgated by the
Company not later than the Election Date which immediately precedes
the Plan Year.  An election under this Section 4.4 does not
constitute a termination of participation in the Plan.


                         ARTICLE V

                    COMPANY CONTRIBUTIONS

5.1  Company Matching Contributions.  Each Participant's Account
will be credited with a Company Matching Contribution which is
equal to (a) the amount of such Participant's Personal Salary
Deferral Contribution, times (b) the Match Rate, all as determined
from time to time.


                         ARTICLE VI

                          ACCOUNTS

6.1  Establishment of Accounts.  The Company will establish an
Account for the benefit of each Participant.

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6.2  Crediting of Personal Salary Deferral Contributions.  Each
Participant's Account shall be credited with his or her Personal
Salary Deferral Contributions at the same time as accounts under
the Regular 401(k) Plan are credited with Personal Contributions.

6.3  Crediting of Company Contributions.  Each Participant's
Account will also be credited with Company Matching Contributions
in accordance with Article V, at the same times as accounts under
the Regular 401(k) Plan are credited therewith.

6.4  Crediting or Debiting of Investment Returns.  The Company
shall credit or debit, as the case may be, each Participant's
Account to reflect the return on hypothetical investments provided
in Article VII.

6.5  Debiting of Payments.  Each Participant's Account shall be
debited by the amount of any payments of benefits pursuant to
Article IX at the time of any such payments.


                        ARTICLE VII

                   HYPOTHETICAL INVESTMENTS

7.1  Election of Hypothetical Investments.  Prior to becoming a
Participant, each Participant must (and at such times as the
Company may thereafter allow, each Participant may) select the
combination of Investment Funds in which he or she wishes
hypothetically to invest, subject to the following limitations:

     (a)  The portion of each Participant's Account which is
attributable to Company Contributions, including earnings thereon,
shall be hypothetically invested at all times in the Company Stock
Fund.

     (b)  At least 50% of the portion of each Participant's Account
which is attributable to Personal Salary Deferral Contributions,
including earnings thereon, shall be hypothetically invested in the
Company Stock Fund for at least one complete Plan Year after the
Plan Year of contribution.

     (c)  Notwithstanding (b) above, no part of the value of a
Reporting Person's Account which is attributable to Personal Salary
Deferral Contributions shall be hypothetically invested in the
Company Stock Fund at any time.

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     (d)  A Participant's elections respecting hypothetical
investment of future deferrals and hypothetical investment of the
Participant's existing Account shall be made separately and
independently in accordance with the rules and regulations of the
Regular 401(k) Plan.

     (e)  If a Participant dies before distribution of the
Participant's entire Account is complete, the Participant's
Beneficiary shall have the right to make the elections reserved to
the Participant in the foregoing subsections of this Section 7.1
from the date the Company receives written notice of the
Participant's death through the date of final distribution;
provided: (i) if a deceased Participant has two or more
Beneficiaries, the Beneficiaries shall have the right to make such
elections with respect to the portions of the Participant's Account
to which they are respectively entitled; and (ii) if the
Beneficiary is a minor or otherwise legally incompetent, a parent
or legal guardian of the Beneficiary, as the case may be, shall
exercise such right on behalf of the Beneficiary.

7.2  Crediting of Investment Returns.  The Company shall, at such
times and in such manner as it in its sole discretion determines to
be appropriate, credit or debit each Participant's Account, as the
case may be, with the appropriate amount of income, gain or loss,
as if such Account had been invested in the combination of
Investment Funds he or she has selected in accordance with Section
7.1.


                       ARTICLE VIII

                         VESTING

8.1  Personal Salary Deferral Contributions.  The portion of a
Participant's Account which is attributable to the Participant's
Personal Salary Deferral Contributions, together with all earnings
thereon, shall be fully vested and non-forfeitable at all times.

8.2  Company Contributions.  The portion of a Participant's Account
which is attributable to Company Contributions, together with all
earnings thereon, shall vest and become non-forfeitable when the
portion of such Participant's Regular 401(k) Plan account which is
attributable to Company Matching Contributions vests and becomes
non-forfeitable.

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                       ARTICLE IX

                  PAYMENT OF BENEFITS

9.1  Election.

     (a)  At the time an Eligible Employee makes the initial
election to participate in the Plan which is described in Section
4.1, he or she shall also irrevocably elect whether amounts
deferred under the Plan during the initial Plan Year and subsequent
Plan Years shall be made in a single sum, or five (5) installments,
and whether payment shall begin as of the first day of the calendar
month following termination of the Participant's employment with
all Employing Companies or as of the first day of the Plan Year
following the termination, all subject to acceleration as provided
for in Sections 9.6, 9.7 and 9.8.

     (b)  A Participant may change any prior election made pursuant
to Section 9.1(a) or any election pursuant to this Section 9.1(b),
effective as to the value of the Participant's Account which is
attributable to contributions made on and after the first day of
any succeeding Plan Year.  Notice of any such change shall be filed
by the Election Date for such Plan Year on a form prescribed by the
Company.

9.2  Commencement of Payments.  Subject to the remaining provisions
of this Article IX, payments under the Plan shall begin as the
first day of the calendar month following the Participant's
termination of employment with all Employing Companies or as of the
first day of the Plan Year following the termination, as elected by
the Participant.

9.3  Timing of Payments.

     (a)  If a Participant has elected payment of any portion of
the Participant's Account in a single sum pursuant to Section 9.1,
such single sum amount shall be due and payable as of the first day
of the calendar month following termination of the Participant's
employment with all Employing Companies or as of the first day of
the Plan Year following the termination, as elected by the
Participant.

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     (b)  If a Participant has elected payment of any portion of
the Participant's Account in installments pursuant to Section 9.1,
the initial installment shall be due and payable as of the first
day of the calendar month following the Participant's termination
of employment with all Employing Companies or as of the first day
of the Plan Year following the termination, as elected by the
Participant, and the remaining four (4) installments shall be due
and payable as of the first day of each of the next four (4) Plan
Years.

     (c)  Notwithstanding Section 9.3(b), if the Participant's
employment with all Employing Companies terminates before age
fifty-five (55) for any reason other than the Participant's death
or disability, the Company may determine that payment of the
Participant's entire Account balance shall be paid in a single sum,
notwithstanding any election by the Participant to the contrary.

9.4  Set Off and Withholding.

     (a)  Any amount then due and payable by the Company to any
Participant and/or Beneficiary under this Plan may be offset by any
amount owed to any Employing Company by the Participant and/or
Beneficiary 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.

9.5  Determination of Payment Amounts.

     (a)  If payment to a Participant or Beneficiary occurs in a
single sum, the amount of such single sum shall be equal to the
Participant's vested Account balance as of the Plan's valuation
date immediately preceding the payment date.

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     (b)  If payment to a Participant or Beneficiary occurs in
annual installments, the amount of each installment shall be equal
to the Participant's vested Account balance as of the Plan's
valuation date immediately preceding the payment date, divided by
the number of installments then remaining to be paid.  For example,
to determine the amount of the first installment, divide the
Participant's vested Account balance by five (5); to determine the
amount of the second installment, divide the Participant's vested
Account balance by four (4), and so on.

9.6  Unforeseeable Emergency.

     (a)  Notwithstanding Sections 9.1, 9.2 and 9.3 above, the
Company may determine that payment of any portion of the amount
then due 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.

     (b)  For purposes of this Section 9.6, 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
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 Personal Salary Deferral
Contributions under the Plan if and when possible under the
remaining provisions of the 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.

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          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.  If the Company determines that an
unforeseeable emergency requires and can be satisfied by cessation
of deferrals under this Plan and any other deferred compensation
plan without withdrawal under this Plan, the Company shall direct
cessation of such deferrals under this Plan and any other such plan
if and to the extent permitted under the provisions thereof, and
shall not direct acceleration of payment under this Section 9.6.

     (d)  All determinations under this Section 9.6 shall be made
by an Administrative Committee appointed pursuant to Section
12.1(c).

9.7  Change in Control.

     (a)  If a Change in Control (as defined in Section 9.7(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 9.7(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 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

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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 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 9.7 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.

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     (d)  Following a Change in Control, this Plan may continue in
effect, notwithstanding that that payment of benefits shall have
been made under Section 9.7(a).

9.8  General Right to Accelerate Payment.  Notwithstanding Sections
9.2 and 9.3, the Company by its proper officers in its sole
discretion may direct current payment of all amounts then credited
to all Participants' Accounts under the Plan.

9.9  Payments After Death.

     (a)  Except as otherwise provided in this Section 9.9, 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 9.9 or any other person deemed to be a Beneficiary
under any other provision of this Plan or by law.  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 the 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 the
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.

     (c)  If no Beneficiary designation is on file with the Company
at the time of the Participant's death, the Beneficiary(ies) for
purposes of the Regular 401(k) Plan shall be deemed to be the
Beneficiary designated to receive any amounts then remaining
payable under this Plan.

                           13

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     (d)  If no Beneficiary designated by the Participant under
this Plan or the Regular 401(k) Plan 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.

     (e)  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 until and unless the Participant files a later
Beneficiary designation form with the Company.

     (f)  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 9.9.

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

9.10  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.

9.11  Special Rule for Non-deductible Amounts.  Any amount
otherwise payable under the Plan in a Plan 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 Plan 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 9.11
and any other provision of the Plan, this Section 9.11 shall
govern, except in the case of Section 9.7.

9.12  Special Rule for Reporting Persons.  Notwithstanding any
other provision of the Plan, including without limitation Sections
9.6, 9.7, and 9.8, no amount shall be distributed from a Reporting
Person's HCSF until the affected Participant either ceases to be a
Reporting Person or ceases to be an Employee, whichever occurs
first.

                           14

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                       ARTICLE X

              LIABILITIES TRANSFERRED FROM THE
           ANHEUSER-BUSCH 401(k) RESTORATION PLAN

10.1  Addition to Accounts.  The amount of liabilities transferred
to this Plan from the Anheuser-Busch 401(k) Restoration 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 the amount
equal to the liability so determined with respect to each affected
Eligible employee shall be added to his or her Account under this
Plan as of April 1, 1996.

10.2  Treatment of Additions to Accounts.  Amounts transferred from
the A-B Plan to an Eligible Employee's Account under this Plan
pursuant to Section 10.1 shall be entirely subject to the
provisions of this Plan, except that any prior election under the
A-B Plan with respect to the time and form of distribution of any
and all portions of the amount transferred to the Account of each
affected Eligible Employee shall remain in full force and effect,
provided that all provisions for distribution occurring on any
January 1 under the A-B Plan shall refer to the first day of the
Plan Year commencing after such January 1.

                      ARTICLE XI

       PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY

11.1  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 by its
proper officers or their delegates.  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.

11.2  Withdrawal.  A Participating Employer shall automatically
withdraw from the Plan if and when it ceases to be a Participating
Employer under the Regular 401(k) Plan, 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.

11.3  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.

                            15

<PAGE>


                        ARTICLE XII

            ADMINISTRATION AND CLAIMS PROCEDURES

12.1  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 any 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, a Participant's status as such
and the amount of a Participant's Compensation for any Plan Year,
(ii) the time, method and amounts of payments payable under the
Plan; (iii) the rights of Participants; and (iv) any other action
or determination or decision whatsoever taken or made by the
Company in good faith, shall be final, conclusive, and binding upon
all persons concerned, including, but not limited to, the Company,
all Participant Employers and all Participants and Beneficiaries.

     (c)  The Chief Executive Officers of the Company shall appoint
one or more employees of the Company 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, him, or her by such accountants,
counsel, specialists, and other persons.

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

                             16

<PAGE>


12.2  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 payment under this Plan shall submit a claim for such payment 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 12.2(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 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

                            17

<PAGE>

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 12.2.  All rules, decisions and determinations of the
Company under this Section 12.2 shall be uniformly and consistently
applied.  Any action or determination or decision whatsoever taken
or made by the Company under this Section 12.2 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 12.2 shall be
the sole, exclusive and mandatory procedure for resolving any
dispute under this Plan.

12.3  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 Personal
Salary Deferral Contributions, hypothetical Investment Fund and
payment elections, Account balance and payment record.

     (b)  The records of the Company shall be binding 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.

12.4  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 Company to the attention of
the Director of

                            18

<PAGE>

Compensation and Benefits, at the headquarters of the Company,
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 for in Article IV, any notice required
by the Plan may be waived by the Company or any Participant.

     (e)  Notwithstanding any other provision of this Section 12.4,
in the event and to the extent permitted under the Regular 401(k)
Plan, the Company may determine that notices may be made by
electronic means.

                       ARTICLE XIII

                 AMENDMENT AND TERMINATION

13.1  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 or her sole discretion at any time,
except as follows:

     (a)  Any amendments that make the Match Rate different from
the Match Rate determined under the Regular 401(k) Plan shall
require approval by the Board of Directors of the Company; and

     (b)  No amendment shall retroactively reduce any Participant's
Account under the Plan, except as provided for in Section 14.12.

All Participants shall be bound by any amendment to the Plan
without the execution of any other instrument.

                              19

<PAGE>

                         ARTICLE XIV

                        MISCELLANEOUS

14.1  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.  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 or
Beneficiary 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.

14.2  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.

14.3  No Waiver of Rights.  Except as provided for in Section 11.2,
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.

14.4  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.

14.5  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.

14.6  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

                              20

<PAGE>

that a guardian or other person legally vested with the care of the
person's estate has been appointed.

14.7  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:

     (a)  directly to said minor or other person;

     (b)  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 jurisdiction;

     (c)  to the conservator of the estate of said minor or other
person; or

     (d)  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.

14.8  No Guarantee of Employment or Compensation.  No provision of
this Plan shall restrict any Employing Company from discharging a
Participant from employment or restrict any Participant from
resigning from employment with any Participating Employer.  No
provision of this Plan shall restrict any Employing Company from
increasing or decreasing the compensation of any Employee.

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

14.10  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.

14.11  Missouri Law Controls.  Subject to the applicable provisions
of the Employee Retirement Security Act of 1974 which provide to
the contrary, this Plan shall

                             21

<PAGE>

be administered, construed and enforced according to the laws of
the State of Missouri and in Courts situated in that state.

14.12  Reporting Persons.  It is intended that the interests of
Reporting Persons in the Plan qualify for exclusion from the
definition of "derivative securities: contained in Rule 16a-1(c) of
the Securities and Exchange Commission; the Plan shall be
interpreted in a manner consistent with that intent.  Moreover, the
Chief Executive Officer of the Company may amend the Plan,
retroactively if deemed prudent, as such Officer deems appropriate
to ensure the continuation of such qualification.

14.13  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 Company has executed this Plan this
____ day of March, 1996, effective as of the 1st day of April,
1996.

                                 THE EARTHGRAINS COMPANY



                                 By:_______________________________
                                          Barry H. Beracha
                                       Chief Executive Officer

                                   22

<PAGE>