EXHIBIT 10.2

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                    THE EARTHGRAINS COMPANY

            SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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                  THE EARTHGRAINS COMPANY
           SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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                         TABLE OF CONTENTS


1.     Definitions. . . . . . . . . . . . . . . . . . . . . . .  1

2.     Participation. . . . . . . . . . . . . . . . . . . . . .  3

3.     Benefit on or After Normal Retirement Date . . . . . . .  3

4.     Benefit on Early Retirement. . . . . . . . . . . . . . .  5

5.     Pre-Retirement Death Benefit . . . . . . . . . . . . . .  5

6.     Disability Benefit . . . . . . . . . . . . . . . . . . .  5

7.     Forfeiture for Activity Contrary to the Company's Best     
             Interests  . . . . . . . . . . . . . . . . . . . .  5

8.     Payment Methods. . . . . . . . . . . . . . . . . . . . .  7

9.     Obligation to Pay Benefits Hereunder . . . . . . . . . .  7

10.     Special Rule for Non-Deductible Amounts . . . . . . . .  8

11.     Change in Control . . . . . . . . . . . . . . . . . . .  8

12.     Concerning Payment; Beneficiaries . . . . . . . . . . . 10

13.     Payees Presumed Competent . . . . . . . . . . . . . . . 11

14.     Facility of Payment . . . . . . . . . . . . . . . . . . 11

15.     Notice of Address; Lost Payees. . . . . . . . . . . . . 12

16.     Participating Employer. . . . . . . . . . . . . . . . . 12

17.     No Liability for Payee's Debts. . . . . . . . . . . . . 12

18.     Administration. . . . . . . . . . . . . . . . . . . . . 13

19.     Negation of Employment Contract . . . . . . . . . . . . 13

20.     Modification, Amendment, or Termination . . . . . . . . 13

21.     Set Off and Withholding . . . . . . . . . . . . . . . . 14

22.     Claims Procedures . . . . . . . . . . . . . . . . . . . 14

23.     Miscellaneous . . . . . . . . . . . . . . . . . . . . . 16

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                THE EARTHGRAINS COMPANY
        SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

THE EARTHGRAINS COMPANY, a Delaware corporation (the "Company"),
does hereby establish this Supplemental Executive Retirement Plan,
effective as of April 1, 1996.  The provisions of this Plan shall
apply to eligible employees whose termination of employment with
the Company or any other Participating Employer occurs on or after
April 1, 1996.  The Plan is intended to be a non-qualified,
unfunded plan to provide supplemental retirement benefits to a
select group of management and highly compensated employees, as
described in Section 201(2) of the Employee Retirement Income
Security Act of 1974 ("ERISA").

1.     Definitions.  The capitalized terms used in this Plan shall
have the meanings herein set out:

     (a)     "Accrued Benefit" means at any given time the benefit
calculated in accordance with the formula in Section 3, using the
Participant's Eligible Earnings and Credited Service as of the date
the calculation is being made.  The benefit so calculated shall be
the benefit that would commence under the basic method of payment
on the Participant's Normal Retirement Date.

     (b)     "Actuarial Equivalent" means a benefit or benefits, or
a payment or payments, which are of equal value at the date of
determination to the benefits for which they are to be substituted. 
Equivalence of value is determined from actuarial calculations
based on actuarial assumptions as to interest and mortality as
follows:

               Interest     -     The interest rate in effect for
the Basic Plan from time to time.

               Mortality     -     The mortality table specified in
the Basic Plan.

     (c)     "Basic Plan" means the tax-qualified defined benefit
pension plan for salaried employees of The Earthgrains Company as
in effect from time to time.

     (d)     "Board" means the board of directors of the Company.

     (e)     "Committee" means the Company's Compensation and
Benefits Committee, as constituted from time to time.

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     (f)     "Company" means The Earthgrains Company, a Delaware
corporation, and any corporation(s) into which or with which it may
be liquidated, merged or consolidated.

     (g)     "Credited Service" means a Participant's Credited
Service taken into account in determining his or her Accrued
Benefit under the Basic Plan, including the period of his or her
participation in both the Basic Plan and the Anheuser-Busch
Companies Pension Plan.  Credited Service shall not exceed 30
years.

     (h)     "Eligible Earnings" means, for any fiscal year of the
Company, the sum of the employee's annual base salary from a
Participating Employer as of the first day of the fiscal year plus
the employee's bonus earned from the Company during the prior
fiscal year.  For purposes of computing benefits under this Plan,
the Eligible Earnings to be used shall be the highest of the
Eligible Earnings in the fiscal year of termination or any of the
four preceding fiscal years or such fewer number of consecutive
fiscal years prior to termination for which the employee received
base salary from a Participating Employer.  Eligible Earnings shall
recognize any compensation deferred under the Company's Executive
Deferred Compensation Plan, 401(k) Plan and 401(k) Restoration Plan
and treat such compensation as if it were not deferred.

     (i)     "Eligible Employee" means the Chief Executive Officer
of the Company and any other officer or executive with high level
responsibility who is (i) selected by the Chief Executive Officer
of the Company in his or her sole discretion, (ii) employed by a
Participating Employer, and (iii) an active participant currently
accruing benefits in the Basic Plan.

     (j)     "Excess Benefit Plan" means The Earthgrains Company
Excess Benefit Plan (formerly known as the Campbell Taggart, Inc.
Excess Benefit Plan), as originally adopted and as thereafter
amended, or any other "excess plan" as described in Section 3(36)
of ERISA, maintained by a Participating Employer and as in effect
from time to time.

     (k)     "Normal Retirement Date" means the first day of the
month coincident with or next following the date on which the
Participant attains his or her sixty-fifth (65th) birthday.

     (l)     "Participant" means an Eligible Employee who is
participating in this Plan in accordance with Section 2.

     (m)     "Participating Employer" means the Company and any
other member of the controlled group of corporations of which the
Company is a member 

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which is a Participating Employer in the Basic Plan and which has
adopted this Plan in the manner described in Section 18.

     (n)     "Plan" means The Earthgrains Company Supplemental
Executive Retirement Plan, effective March 27, 1996.

     (o)     "Primary Social Security Benefit" means, for
retirement on or after the Normal Retirement Date, the estimated
primary insurance amount that would commence immediately under the
Federal Social Security Act in effect on the retirement date
assuming that the Participant's earnings for Social Security
purposes are equal to the benefit base as determined under Section
230 of the Federal Social Security Act from the date the
Participant attained age 21 until his or her retirement date.

          For purposes of determining the Accrued Benefit prior to
a Participant's Normal Retirement Date, the Primary Social Security
Benefit means:

          (i)     An amount determined as described above assuming
that the Participant retires on his or her Normal Retirement Date
and that the Social Security Act and benefit base remain unchanged
in the future, multiplied by

          (ii)     The ratio of the Participant's Credited Service
as of the date of determination of the lesser of thirty (30) years
or the Participant's Credited Service had he or she remained an
active Participant until his or her Normal Retirement Date.

     (p)     "Subsidiary" means any business entity in which the
Company has an equity interest of at least fifty percent.

Miscellaneous Rules of Construction.  Masculine pronouns include
the feminine, the singular includes the plural, and the plural
includes the singular, as the context or application demands.

2.     Participation.  Each Eligible Employee shall commence
participation in this Plan as of the first day of the month
coincident with or next following the date he or she first becomes
an Eligible Employee.  Except as provided in Section 18, once an
individual becomes a Participant, he or she shall continue to
participate until termination of employment occurs even if such
individual's status changes such that he or she would no longer be
eligible to participate.

3.     Benefit on or After Normal Retirement Date.  A Participant
who ceases to be employed by all members of the Company's
controlled group of corporations on or after his or her Normal
Retirement Date shall receive a monthly benefit, 

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payable under the basic method of payment described in Section 8
and commencing on the first day of the month coinciding with or
immediately following his or her last date of employment, in an
amount which is one-twelfth of the following:

     (a)     For Policy Committee members, one and two-thirds
percent of Eligible Earnings times Credited Service; and for all
other Participants, one and one-half percent of Eligible Earnings
times Credited Service; less

     (b)     The Participant's annual retirement benefit payable at
Normal Retirement Date (or, if applicable, postponed retirement
date) under the Basic Plan, as applicable, under the basic method
of payment described in the Basic Plan; less also

     (c)     Any other benefits from any tax-qualified defined
benefit pension plan, excess benefit plan or other retirement plan
or arrangement maintained or sponsored by the Company or any
Subsidiary or by Anheuser-Busch Companies, Inc. and any of its
Subsidiaries, other than a qualified or non-qualified 401(k) plan
or a voluntary non-qualified deferred compensation plan.  The
reduction under this paragraph shall be the annual benefit under
such other plan or plans, payable at the Normal Retirement Date
provided for under the Basic Plan (or, if applicable, postponed
retirement date), expressed as if payable under the basic method of
payment described in the Basic Plan; provided: (i) if such basic
method is not a form of single life annuity, then it shall be
expressed as if payable solely for the lifetime of the Participant
on an Actuarially Equivalent basis; and (ii) this provision shall
include reduction for all benefits that are due and/or paid under
all such plans, whether they become due or are paid before, on or
after the date payments become due hereunder; less also

     (d)     The Participant's annual Primary Social Security
Benefit.

In no event shall a participant's benefit calculated hereunder be
less than the difference between (x) the Participant's annual
retirement benefit that would have been payable at Normal
Retirement  Date (or, if applicable, postponed retirement date)
under the Basic Plan under the basic method for payment described
in the Basic Plan without regard to the limitation imposed by
Section 401(a)(17) of the Internal Revenue Code, and (y) if less,
the sum of the amounts determined under paragraphs (b) and (c). 
This minimum benefit shall be separately calculated with respect to
all Participants, including those whose benefits exceed this
minimum, and shall be deemed a separate obligation payable from a
separate plan for the purpose of determining which, if any, portion
of a Participant's retirement benefits is subject to income tax in
the state where the Participant resided when the benefits were
earned; 

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providing that nothing in this sentence shall be interpreted to
entitle a Participant to an aggregate amount under this Plan and
such separate plan that exceeds the greater of the minimum provided
for in this paragraph or the amount otherwise determined under the
Plan.

4.     Benefit on Early Retirement.  The following benefits are
available for Participants who retire prior to Normal Retirement
Date:

     (a)     A Participant who ceases to be employed by all members
of the Company's controlled group of corporations prior to his or
her Normal Retirement Date but after reaching age 62 and completing
30 years of Credited Service shall be entitled to receive a
retirement benefit equal to his or her Accrued Benefit, but
commencing on the first day of the month coinciding with or
immediately following his or her last date of employment.

     (b)     A Participant who ceases to be employed by all members
of the Company's controlled group of corporations after reaching
age 55 and who has at least five years of Credited Service but who
is not eligible to receive a benefit under paragraph (a) above may,
unless disapproved by the Company's Chief Executive Officer (or, in
the case of the Chief Executive Officer, the Board), be granted a
benefit equal to his or her Accrued Benefit reduced in accordance
with the reduction applicable to early retirement benefits under
the Basic Plan.  Such benefit shall commence as of the first day of
the month coincident with or next following his or her last date of
employment.

     (c)     There shall be no benefits payable from this Plan for
a Participant who ceases employment prior to the attainment of age
55, except as provided in Section 11.

5.     Pre-Retirement Death Benefit.  There will be no pre-
retirement death benefit under this Plan.

6.     Disability Benefit.  There will be no pre-retirement
disability benefit under this Plan.

7.     Forfeiture for Activity Contrary to the Company's Best
Interests.

     (a)     Notwithstanding any provision of this Plan to the
contrary, the right of a Participant and his or her beneficiary or
beneficiaries to receive a benefit hereunder is expressly
conditioned upon the Participant neither (i) having ceased to be
employed by the Company or any Subsidiary under circumstances or
conditions inimical or contrary to the best 

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interests of the Company or any Subsidiary, nor (ii) thereafter
engaging in any activity which in the Committee's judgment is
inimical or contrary to the best interests of the Company or any
Subsidiary.

     (b)     Should a Participating Employer propose to enforce the
foregoing, it shall give written notice to the Participant or other
person(s) otherwise entitled to payment, and may withhold payment
pending final resolution of the matter.  The Committee shall
thereupon investigate the alleged violation and shall consider,
under such rules of procedure as the Committee shall deem
reasonable, such evidence and testimony as the Participating
Employer and the Participant or other person or persons receiving
or otherwise entitled to receive payment may wish to submit in
support or refutation of the alleged violation.  The decision of
the Committee shall be final and conclusive.  If the Committee
concludes that there has been a violation, the right of the
Participant and all beneficiaries to receive payment hereunder
shall thereupon cease.  If the Committee concludes that there has
not been a violation, the amounts withheld or suspended shall
become payable as though no proceedings had been instituted nor any
payment withheld or suspended, without, however, any interest for
the period during which such amounts were withheld or suspended.

     (c)     The provisions of this Section authorizing the
Participating Employer to give notice of an alleged violation or
possible violation of the conditions of paragraph (a) shall not be
interpreted as requiring the Participating Employer to take such
action in each and every instance of a violation or suspected
violation, and in determining whether an attempt to enforce the
forfeiture  provisions of this Section shall be made, the
Participating Employer may consider the possible economic damage it
might suffer from the violation or suspected violation, the
circumstances surrounding the discontinuance of the employment of
the Participant with the Participating Employer and the quantum of
proof which the Participating Employer may have of a violation of
the aforesaid conditions.

     (d)     The provisions of this Section shall in no way impair
or derogate the rights which a Participating Employer may otherwise
have under any employment contract with a Participant or at law or
in equity, to prevent the disclosure of confidential information or
to recover damages for the disclosure thereof or to prevent a
Participant from engaging in competition with a Participating
Employer or to recover damages therefor.

     (e)     The Board (or the Executive Committee at any time the
Board of Directors is not in session) may revoke this Section at
any time, 

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whereupon no Accrued Benefit at that time shall ever be subject to
forfeiture or revocation for any reason, including (but not limited
to) any subsequent amendment to this Plan which reinstates the
provisions of this Section or imposes similar conditions on a
Participant's right to receive benefits hereunder.

     (f)     If the provisions of this Section are invoked at any
time after payments have already been made, the Participating
Employer shall have the right to a refund of all monies theretofore
paid.  If the Participating Employer shall find it necessary to
file suit to recover any amount hereunder, it shall be entitled to
recover its reasonable attorney's fees and costs.

8.     Payment Methods.  The basic method of payment shall be
monthly payments for life, beginning on the first day of the month
coincident with or next following the Participant's retirement
date, with the last payment being for the month in which the
Participant's death occurs.  Notwithstanding for foregoing, payment
shall be made in a single lump sum unless the Participant gives
written notice to the Committee, at least one year prior to the
date benefits are to commence, that he or she elects to receive
benefits under either the basic method of payment described above
or one of the following optional methods which shall be the
Actuarial Equivalent of the basic method of payment:

     (a)     A fifty percent joint and survivor annuity with such
contingent annuitant as the Participant may designate.  If a
Participant has selected this method of payment and the contingent
annuitant dies before the Participant's payments begin, the
selection shall be revoked, but if the contingent annuitant dies
after the Participant's payments begin, the selection of this
method of payment shall not be affected and no new contingent
annuitant may be named; or

     (b)     Level installments over a five-year period.

     A Participant may elect an optional method of payment under
this Plan which is different from the method of payment elected
under either the Basic Plan or the Excess Benefit Plan.

9.     Obligation to Pay Benefits Hereunder.  No trust fund, escrow
account or other segregation of assets shall be established or made
by any Participating Employer to guarantee, secure or assure the
payment of any benefit hereunder.  The obligation of each
Participating Employer to pay benefits pursuant to this Plan shall
constitute only a general obligation of the Participating Employer
to the Participants and other payees hereunder in accordance with
the terms hereof.  Payment of benefits by a Participating Employer
hereunder shall be made only from the general funds of the
Participating Employer and no 

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Participant or other potential payee of any amount hereunder shall
have any interest in any particular asset of any Participating
Employer by reason of the existence of this Plan, and the amounts
payable hereunder shall be subject in all respects to claims of
general creditors of the respective Participating Employers until
actually paid over to the person(s) entitled to receive the same.

10.     Special Rule for Non-Deductible Amounts.  Any amount
otherwise payable under the Plan in a calendar 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 calendar year as the Company
determines that the amount has ceased to be so non-deductible.  In
the case of any inconsistency between this Section 10 and any other
provision of the Plan, this Section 10 shall govern, except in the
case of Section 11 becoming applicable.

11.     Change in Control.

     (a)     If a Change in Control (as defined in Section 11(b))
shall occur, then, notwithstanding anything to the contrary herein,
a Participant's Accrued Benefit under the Plan as of the Change in
Control Date (as defined in Section 11(b)) shall be fully vested
and non-forfeitable.  Within 30 days after the Change in Control
Date, the Participant shall be paid, in a single lump-sum payment,
the Actuarial Equivalent of such Accrued Benefit as of the date of
payment.  Notwithstanding the foregoing, if, on the Change in
Control Date, a Participant otherwise satisfied the eligibility
requirements for early or normal retirement benefits under Section
3 or 4, such Participant's benefit shall be paid as if he or she
actually retired on the Change in Control Date.  The Chief
Executive Officer and the Board shall be deemed to have granted any
necessary approvals.

     (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 (the
"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;

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          (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 the "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)     Notwithstanding Section 20, following a Change in
Control, the provisions of this Section 11 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 the Change in Control.

     (d)     Following a Change in Control, this Plan shall
continue in effect, notwithstanding that payment of benefits shall
have been made under Section 11(a), unless and until terminated by
the Company.

     (e)     If a Change in Control occurs, Section 7 shall no
longer apply to any individual whose activities are not under
investigation by the Committee on the Change in Control Date.

     (f)     If by reason of this Section an excise or other
special tax ("Excise Tax") is imposed on any payment under this
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.

12.     Concerning Payment; Beneficiaries.

     (a)     Except as otherwise provided in this Section, 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.  Each Participant shall specifically designate, by
name, on forms provided by the Committee, 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 Committee.  The filing of a new form
shall automatically revoke any forms previously filed with the
Committee.  A beneficiary designation form not properly filed with
the Committee prior to the death of the Participant shall have no
validity under the Plan.

     (b)     Except as provided in Section 8 or 9, 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 

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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 Committee.

     (c)     If no beneficiary designation is on file with the
Committee 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 Committee 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 Committee during the
Participant's lifetime.

     (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 12.

13.     Payees Presumed Competent.  Every person receiving or
claiming amounts payable under this Plan shall be conclusively
presumed to be mentally competent and of legal age until the
Committee receives a written notice, in form, manner and substance
acceptable to it, that any such person is incompetent or is a minor
or that a guardian or other person legally vested with the care of
his or her estate has been appointed.

14.     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
Committee in its sole discretion, payment thereof shall be made in
one (or any combination) of the following ways, as the Committee
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 

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

15.     Notice of Address; Lost Payees.  The address of every
Participant or other person entitled to any payment hereunder on
file for purposes of the Basic Plan shall be used for all purposes
of this Plan.  If the Committee is unable to locate any person, or
the estate of such person, after a reasonable attempt to locate
such person has been made, within two years after an amount becomes
payable hereunder, the right and interest of such payee in and to
the amount payable shall terminate on the last day of such two-year
period.

16.     Participating Employer.  Any Participating Employer in the
Basic Plan may become a Participating Employer in this Plan by
submitting to the Committee a resolution of its board of directors
adopting the provisions of this Plan.  The adoption of this Plan by
a Participating Employer shall constitute an automatic delegation
by it to the Board of full authority to amend or terminate the Plan
and to the Committee to administer this Plan.  Benefits payable
under this Plan for a Participant whose employment with a
Participating Employer terminates shall be solely the obligation of
that Participating Employer.  A Participating Employer may withdraw
from the Plan at any time by action of its board of directors.  If
a Participating Employer ceases to be a member of the controlled
group of corporations that includes the Company, the Participating
Employer shall automatically withdraw from the Plan as of the date
of cessation of the controlled group relationship, without the
execution of any other instrument.  If a Participating Employer
withdraws from the Plan for any reason, no benefit shall be payable
under this Plan to any Participant who has not otherwise satisfied
the eligibility requirements of Section 3 or 4 as of the date of
withdrawal.  Notwithstanding the foregoing, any benefits in pay
status as of the date of withdrawal shall continue to be paid in
full in accordance with the terms hereof.

17.     No Liability for Payee's Debts.  Amounts payable under this
Plan shall not be liable for or subject to the debts or liabilities
of any payee, and no amount payable hereunder shall at any time or
in any manner be subject to anticipation, 

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alienation, sale, transfer, assignment, pledge or encumbrance of
any kind, whether to any Participating Employer or to any other
party whomsoever, and whether with or without consideration.  If
any payee shall attempt to, or shall anticipate, alienate, sell,
transfer, assign, pledge or otherwise encumber any amounts payable
hereunder or any part thereof, or if by reason of bankruptcy or
other event, such amounts would at any time be received or enjoyed
by persons other than such payee, except as otherwise permitted by
this Plan, the Committee in its sole discretion may terminate such
person's interest in any such amounts and hold or apply such
amounts to or for the use of such person, his or her spouse,
children or other dependents, or any of them, as the Committee may
determine.

18.     Administration.  This Plan shall be administered by the
Company's Compensation and Benefits Committee.  The Committee shall
administer the Plan in accordance with its terms and shall have all
powers necessary to carry out the provisions of the Plan.  The
Committee 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 Committee deems proper.  Any interpretation or construction
placed upon any term or provision of the Plan by the Committee, any
decisions and determinations of the Committee arising under the
Plan, including without limiting the generality of the foregoing:
(a) the eligibility of any individual to become or remain a
Participant and a Participant's status as such, and Eligible
Earnings for any year; (b) the time, method and amounts of payments
payable under the Plan; (c) the rights of Participants; and any
other action or determination or decision whatsoever taken or made
by the Committee 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.

19.     Negation of Employment Contract.  This Plan does not create
an employment contract and nothing contained herein shall be deemed
(a) to give a Participant the right to be retained in the employ of
any Participating Employer; (b) to interfere with the right of any
Participating Employer to discharge a Participant at any time with
or without cause; (c) to give any Participating Employer the right
to require a Participant to remain in its employ; or (d) to
interfere with the right of a Participant to terminate employment
voluntarily whenever the Participant chooses.

20.     Modification, Amendment, or Termination.  The Company has
the absolute right to modify or amend this Plan in whole or in
part, at any time and from time to time, effective as of any
specified prior, current or future date.  Such amendment shall be
made in accordance with applicable corporate procedures 

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then in effect for similar matters.  The Company also reserves the
right to terminate this Plan, in whole or in part, voluntarily as
of any specified current or future date.  This Plan shall be
automatically terminated upon termination of the Basic Plan,
dissolution of the Company (but not upon a merger, consolidation,
reorganization or recapitalization of the Company if the surviving
corporation therein specifically assumes this Plan and agrees to be
bound by the terms hereof); upon the Company being legally
adjudicated a bankrupt; upon the appointment of a receiver or
trustee in bankruptcy with respect to the Company's assets and
business if such appointment is not set aside within 90 days
thereafter; or upon the making by the Company of an assignment for
the benefit of creditors.  Upon termination of this Plan, no
additional employee shall become eligible to participate herein,
and no additional benefits shall be accrued hereunder. 
Notwithstanding the termination of this Plan, no Participant
affected thereby shall be deprived of the right to receive his or
her Accrued Benefit at the time and in the manner provided by this
Plan.

21.     Set Off and Withholding.

     (a)     Any amount then due and payable by the Company or any
other Participating Employer to any Participant or the beneficiary
of any Participant under this Plan may offset by any amounts owed
to any Subsidiary by the Participant and/or the 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.

22.     Claims Procedures.

     (a)     The Committee 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 Committee.

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          (ii)     Any decision by the Committee denying a claim in
whole or in part shall be stated in writing by the Committee and
delivered or mailed to the claimant within ninety (90) days after
receipt of the claim by the Committee 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 Committee 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 Committee 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,
all written in a manner calculated to be understood by the
claimant.  If the Committee 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 Committee of the decision upon written application
to the Committee 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 Committee 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 Committee 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 Committee 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 Committee may adopt such rules as it deems
necessary, desirable, or appropriate to carry out its duties under
this Section 22.  Any action 

                                   15

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or determination or decision whatsoever taken or made by the
Committee under this Section 22 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 22 shall be
the sole, exclusive and mandatory procedure for resolving any
dispute under this Plan.

23.     Miscellaneous.

     (a)     In any instance in which the Committee believes such
action to be in the best interest of the party entitled to receive
any payment under this Plan, or to be in the best interests of any
Participating Employer (such as to eliminate small account balances
or to avoid the administrative inconvenience and expense which
might be incurred if relatively small amounts were to be paid to
multiple recipients over lengthy periods of time), amounts payable
hereunder may be paid in a single lump-sum payment, the amount of
which shall be the Actuarial Equivalent of the payment in question.

     (b)     In the event of the death of a Participant or any
beneficiary then receiving payments hereunder, the Committee need
not make any payment provided for by this Plan until it shall have
received proof satisfactory to it of such death and of the
identity, existence and location of the party thereafter entitled
to receive payments under this Plan.

     (c)     In making any payment or taking any action under this
Plan, the Participating Employers and the Committee shall be
absolutely protected in relying upon any finding or statement of
facts believed to be true, and on any written instrument believed
to have been signed by the proper party.

     (d)     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.

     IN WITNESS WHEREOF, THE EARTHGRAINS COMPANY has caused this
Amended and Restated Plan to be executed by its officers thereunto
duly authorized, this _____ day of March, 1996, effective as of
March 27, 1996.

                                   THE EARTHGRAINS COMPANY


                                By_________________________________
                                        Barry H. Beracha
                                        Chief Executive Officer

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