Exhibit 4.7

                                 TRUST AGREEMENT
                                       OF
                             EARTHGRAINS FINANCING I

                  THIS TRUST  AGREEMENT  (the "Trust  Agreement")  is made as of
April  10,  2000,  by and among  The  Earthgrains  Company,  as  Depositor  (the
"Depositor"),  and the  individual  trustees  identified on the  signature  page
hereto (the "Trustees").

                  The Trustees hereby agree as follows:

                  1. The trust created  hereby (the  "Trust")  shall be known as
"Earthgrains  Financing I" in which name the Trustees or the  Depositor,  to the
extent provided herein,  may conduct the business of the Trust, make and execute
contracts, and sue and be sued.

                  2. The Depositor hereby assigns,  transfers,  conveys and sets
over to the Trust the sum of $10.  The  Trustees  hereby  declare that they will
hold the trust estate in trust for such persons as are or may become entitled to
a beneficial  interest in the trust  estate.  It is the intention of the parties
hereto that the Trust created  hereby  constitute a business trust under Chapter
38 of  Title  12 of the  Delaware  Code,  12 Del.  Code  ss.  3801 et seq.  (the
"Business  Trust  Act"),  and  that  this  document   constitute  the  governing
instrument  of the Trust.  The  Trustees are hereby  authorized  and directed to
execute and file a certificate  of trust in the office of the Secretary of State
of the State of Delaware in the form attached hereto.

                  3. The  Depositor  and the  Trustees  intend to enter  into an
amended and  restated  Trust  Agreement,  satisfactory  to each such  party,  to
provide  for the  contemplated  operation  of the Trust  created  hereby and the
Preferred or Capital Securities and Common Securities referred to therein. Prior
to the execution and delivery of such amended and restated Trust Agreement,  the
Trustees shall not have any duty or obligation  hereunder or with respect to the
trust  estate,  except as required by law or as may be necessary to obtain prior
to such execution and delivery any licenses,  consents or approvals  required by
applicable law or otherwise.  Notwithstanding  the  foregoing,  the Trustees may
take all  actions  deemed  proper as are  necessary  to effect the  transactions
contemplated herein.


                  4.  The  Depositor,  as  Depositor  of the  Trust,  is  hereby
authorized,  in its discretion,  (i) to prepare and file with the Securities and
Exchange  Commission (the "Commission") and to execute,  in the case of the 1933
Act  Registration  Statement  and 1934 Act  Registration  Statement  (as  herein
defined),  on behalf of the Trust,  (a) a Registration  Statement (the "1933 Act
Registration   Statement"),   including  all  pre-effective  and  post-effective
amendments  thereto,  relating to the  registration  under the Securities Act of
1933, as amended (the "1933 Act"),of the Preferred or Capital  Securities of the
Trust,  (b) any  preliminary  prospectus or  prospectus  or  supplement  thereto
relating to the  Preferred  or Capital  Securities  of the Trust  required to be
filed pursuant to the 1933 Act, and (c) a Registration  Statement on Form 8-A or
other  appropriate form (the "1934 Act Registration  Statement"),  including all
pre-effective   and   post-effective   amendments   thereto,   relating  to  the
registration  of the  Preferred  or Capital  Securities  of the Trust  under the
Securities  Exchange  Act of  1934,  as  amended;  (ii) if and at  such  time as

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determined by the  Depositor,  to file with the New York Stock Exchange or other
exchange,  or the National  Association  of  Securities  Dealers  ("NASD"),  and
execute on behalf of the Trust a listing application and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the  Preferred  or Capital  Securities  of the Trust to be
listed on the New York  Stock  Exchange  or such other  exchange,  or the NASD's
Nasdaq National Market;  (iii) to file and execute on behalf of the Trust   such
applications,  reports,  surety bonds,  irrevocable  consents,  appointments  of
attorney  for service of process and other  papers and  documents  that shall be
necessary or desirable to register the  Preferred or Capital  Securities  of the
Trust  under the  securities  or "Blue  Sky" laws of such  jurisdictions  as the
Depositor,  on behalf of the Trust,  may deem  necessary or  desirable;  (iv) to
execute and deliver  letters or documents to, or instruments  for filing with, a
depository relating to the Preferred or Capital Securities of the Trust; and (v)
to execute, deliver and perform on behalf of the Trust an underwriting agreement
with one or more  underwriters  relating  to the  offering of the  Preferred  or
Capital Securities of the Trust.

                  In the event that any filing  referred to in this Section 4 is
required  by the rules and  regulations  of the  Commission,  the New York Stock
Exchange or other exchange,  NASD, or state  securities or "Blue Sky" laws to be
executed on behalf of the Trust by the Trustees, the Trustees, in their capacity
as trustees of the Trust,  are hereby  authorized to join in any such filing and
to  execute  on  behalf  of the  Trust  any and all of the  foregoing,  it being
understood that the Trustees,  in their capacity as trustees of the Trust, shall
not be required to join in any such filing or execute on behalf of the Trust any
such document  unless  required by the rules and  regulations of the Commission,
the New York Stock  Exchange or other  exchange,  NASD,  or state  securities or
"Blue Sky" laws.

                  5.  This  Trust  Agreement  may be  executed  in  one or  more
counterparts.

                  6. The  number of  Trustees  initially  shall be three (3) and
thereafter  the number of  Trustees  shall be such number as shall be fixed from
time to time by a written instrument signed by a majority of the Trustees, which
may increase or decrease the number of Trustees;  provided, however, that to the
extent required by the Business Trust Act, one trustee of the Trust shall either
be a natural  person who is a  resident  of the State of  Delaware  or, if not a
natural person, an entity which has its principal place of business in the State
of Delaware.  Subject to the foregoing,  the Depositor is entitled to appoint or
remove  without  cause any trustee of the Trust at any time.  Any trustee of the
Trust may resign upon thirty days' prior notice to the Depositor.

                  7. The  Depositor  hereby agrees to (i) reimburse the Trustees
for all reasonable expenses  (including  reasonable fees and expenses of counsel
and other experts) and (ii) indemnify, defend and hold harmless the Trustees and
any of the  officers,  directors,  employees  and  agents of the  Trustees  (the
"Indemnified   Persons")   from  and  against  any  and  all  losses,   damages,
liabilities,  claims, actions, suits, costs, expenses,  disbursements (including
the  reasonable  fees and expenses of counsel),  taxes and penalties of any kind
and  nature  whatsoever  (collectively,  "Expenses"),  to the  extent  that such
Expenses  arise out of or are imposed  upon or asserted at any time against such
Indemnified Persons with respect to the performance of this Trust Agreement, the
creation,

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<PAGE>

operation or termination of the Trust or the transactions  contemplated  hereby;
provided,  however,  that the  Depositor  shall not be required to indemnify any
Indemnified  Person  for  any  Expenses  which  are  a  result  of  the  willful
misconduct, bad faith or gross negligence of such Indemnified Person.

                  8.  This  Trust  Agreement  and  the  rights  of  the  parties
hereunder  shall be governed by and  interpreted in accordance  with the laws of
the State of Delaware and all rights and remedies shall be governed by such laws
without regard to the principles of conflict of laws.

                  IN WITNESS WHEREOF,  the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.


                                                THE BANK OF NEW YORK (DELAWARE),
                                                as Delaware trustee

                                                By:  /S/ Michael Santino
                                                    ----------------------------
                                                Michael Santino, Senior Vice
                                                  President

                                                  /S/ Michael A. Salamone
                                                --------------------------------
                                                Michael A. Salamone, as Trustee

                                                  /S/ Mark H. Krieger
                                                --------------------------------
                                                Mark H. Krieger, as Trustee











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