THE EARTHGRAINS COMPANY

                              AMENDED AND RESTATED

                          DIRECTORS DEFERRED FEE PLAN

          [Effective October 6, 1998, as amended as of March 29, 2000]


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                            THE EARTHGRAINS COMPANY

                          DIRECTORS DEFERRED FEE PLAN


                                   ARTICLE I

                                  DEFINITIONS

1.01.  Annual Committee Chair Fee:  A fee in the amount indicated on Exhibit A
under the heading "Annual Committee Chair Fee" payable annually to each
Participant who is named as the chairperson of a committee of the Board (but not
to any Participant who merely serves as the chair of a committee meeting instead
of such committee's named chairperson) pursuant to Section 4.01(c).

1.02.  Account:  Any of the Deferred Stock Unit Account or the Phantom Share
Account.

1.03.  Accrual Date:  The date, as determined by Section 4.01(c)(ii), upon which
certain Director's Fees accrue to a Participant's Deferred Stock Unit Account or
Phantom Share Account (to the extent deferred) or become payable in cash (to the
extent not deferred).

1.04.  Annual Equity Grant:  The annual award of the amount indicated on Exhibit
A under the heading "Annual Equity Grant" accruable annually in the Deferred
Stock Unit Account of each Participant pursuant to Section 2.02.

1.05.  Annual Retainer Fee:  A fee in the amount indicated on Exhibit A under
the heading "Annual Retainer Fee" payable to each Participant who is a Director
on the date of the Company's annual shareholder meeting (including each
Participant who is elected as a Director at such meeting, but not including any
Participant whose term as a Director ends with such meeting) pursuant to Section
4.01(c).

1.06.  Balance:  For each Account of each Participant under the Plan:  (a) the
number of Deferred Stock Units held in such Participant's Deferred Stock Unit
Account, or (b) the number of Credited Shares in the Phantom Share Account.

1.07.  Board:  The Board of Directors of the Company.

1.08.  Board Meeting Attendance Fee:  A fee in the amount indicated on Exhibit A
under the heading "Board Meeting Attendance Fee" payable to a Participant for
each Board meeting attended by such Participant (including meetings attended by
telephone conference, video conference, chat room, or other similar technology)
pursuant to Section 4.01(c).

1.09.  Committee Meeting Attendance Fee:  A fee in the amount indicated on
Exhibit A under the heading "Committee Meeting Attendance Fee" payable to each
Participant for each meeting of a committee of the Board attended by such
Participant (including meetings attended by telephone conference, video
conference, chat room or similar technology) pursuant to Section 4.01(c).


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1.10.  Company:  The Earthgrains Company.

1.11.  Credited Shares:  The shares of the Company's common stock that, for
accounting purposes only, are credited to a Participant's Phantom Share Account.

1.12.  Deferred Fees:  For each Participant, the sum of such Participant's
Elective Deferred Fees and Mandatory Deferred Fees.

1.13.  Deferred Stock Unit Account:  An Account administered for the benefit of
a Participant, pursuant to Section 4.01.

1.14.  Deferred Stock Units.  The shares of the Company's common stock that, for
accounting purposes only, are credited to a Participant's Deferred Stock Unit
Account from time to time.

1.15.  Director:  Any duly elected or appointed member of the Board who is not
an employee of the Company.

1.16.  Director's Fee:  Any fee or other similar compensation payable to a
Director by the Company for services rendered to the Company as a Director,
including, without limitation, the Annual Committee Chair Fee, the Annual
Retainer Fee, the Board Meeting Attendance Fee and the Committee Meeting
Attendance Fee.  The amount for each type of Director's Fee shall be as
contained in Exhibit A, which is attached hereto and incorporated herein.

1.17.  Effective Date:  October 6, 1998.

1.18.  Elective Deferred Fees:  The amount of a Participant's Eligible Fees
deferred pursuant to a Participant's elections made in accordance with Section
3.01(a).

1.19.  Eligible Fees:  All Director's Fees other than those that are Mandatory
Deferred Fees.

1.20.  Initial Equity Grant:  The award of the amount indicated on Exhibit A
under the heading "Initial Equity Grant" to be accrued in the Deferred Stock
Unit Account of each new Director pursuant to Section 2.03.

1.21.  Mandatory Deferred Fees.  The amount of Director's Fees required to be
deferred and maintained in a Participant's Deferred Stock Unit Account or
Mandatory Phantom Stock Account pursuant to Section 2.01.

1.22.  Market Value:  For any given day (as a "day" is then customarily defined
by the New York Stock Exchange (or such other exchange on which the Company's
securities are then traded)), the average of the high and low sale price per
share of the Company's common stock on such day, as reported on the composite
tape of the New York Stock Exchange.  If such day is a day on which the


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New York Stock Exchange is closed, or for which there are no sales of the
Company's common stock reported, the Market Value as of the most recent trading
day shall be used.

1.23.  Normal Retirement Age:  Age 70.

1.24.  Number of Payments:  The number of payments to be made to the Participant
to completely distribute the Balance of all of such Participant's Accounts under
this Plan, as elected by each Participant, as changed from time to time pursuant
to Section 3.02.

1.25.  Participant:  Any Director, and any former Director who has a positive
Balance in any Account.

1.26.  Payment Start Date:  The date chosen by a Participant pursuant to Section
3.01(b) on which a Participant is to receive the first payment from such
Participant's Accounts under this Plan; if such chosen date is not a business
day for the Company's corporate headquarters, the Payment Start Date shall be
the next business day after such chosen date.

1.27.  Phantom Share Account.  An Account administered for the benefit of a
Participant pursuant to Section 4.02.

1.28.  Plan:  The Earthgrains Company Directors Deferred Fee Plan, as set forth
herein, and as duly amended from time to time.

1.29.  Plan Year:  The short year commencing on the Effective Date and ending
December 31, 1998, and each calendar year thereafter.

                                   ARTICLE II

                              MANDATORY DEFERRALS

2.01.  Mandatory Deferred Fees.  Each Participant shall be required to defer 25%
of his or her Director's Fees, which shall be credited as Deferred Stock Units
if earned on or after March 29, 2000 (subject to the Participant's right under
Section 3.05), or as Phantom Stock Units if earned before March 29, 2000.

2.02.  Annual Equity Grant.  Each Plan Year, beginning with the 2000 Plan Year,
on the date of the annual meeting of the Company's shareholders, the Deferred
Stock Unit Account of each Participant who is a Director on the date of such
annual meeting (including each Participant who is elected as a director at such
meeting, but not including any Participant whose term as a Director ends with
such meeting) shall be credited with that number of Deferred Stock Units equal
to the number of shares of the Company's common stock that could be purchased at
Market Value on such date for the dollar amount of the Annual Equity Grant.  At
the Board's discretion, any Participant who is elected or appointed as a
Director for the first time at any time other than the annual meeting of the
Company's


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shareholders shall receive on the date of such election or appointment, a
fraction of the Annual Equity Grant equal to a fraction consisting of the number
of days remaining before the next annual meeting of the Company's Shareholders
as the numerator and 365 as the denominator.

2.03.  Initial Equity Grant.  For each Participant who first becomes a
Participant on or after March 29, 2000, on the date of such Participant's
election or appointment as a new Director, such Participant's Deferred Stock
Unit Account shall be credited with that number of Deferred Stock Units equal to
the number of shares of the Company's common stock that could be purchased at
Market Value on such date for the dollar amount of the Initial Equity Grant.

                                  ARTICLE III

                                   ELECTIONS

3.01.  Types of Election; Time of Election.  Any Director may make the following
elections for a Plan Year in writing on a form provided by the Company and
delivered to the Company not later than the Company may direct, but in any event
before the first day of the Plan Year:

       (a)  the portion of the Participant's Eligible Fees that shall be
deferred into Deferred Stock Units, if any (the "Elective Deferred Fees");

       (b)  the Payment Start Date; and

       (c)  the Number of Payments.

The elections made pursuant to this Section 3.01 shall remain in effect for
subsequent Plan Years until such time as the Participant changes his or her
elections as permitted by the terms of this Plan.

3.02.  Change of Certain Elections.  A Participant may change his or her Payment
Start Date and/or Number of Payments in writing on a form provided by and
delivered to the Company at any time which is at least one year in advance of
the previously elected Payment Start Date.  No such change shall be effective if
the Participant terminates service as a Director less than one year after the
date of the election change.

3.03.  Special Rule for Newly Eligible Participants.  Notwithstanding the
foregoing, an individual who becomes a Director after the beginning of a Plan
Year may make his or her elections pursuant to Section 3.01 after the first day
of the Plan Year, but not later than thirty (30) days after the first day on
which he or she becomes a Director, provided that any election made by such a
Director after the first day of the Plan Year shall be effective only with
respect to Director's Fees attributable to services rendered subsequent to the
election.

3.04.  Special Rule for Initial Plan Year.  Notwithstanding Section 3.01 above,
any Director as of


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the Effective Date of the Plan may make his or her elections pursuant to Section
3.01 above within 30 days after the Effective Date; provided that any election
so made shall be effective only with respect to Director's Fees attributable to
services rendered subsequent to the election.

3.05.  Transition Rules.  Before December 31, 2000, each Participant may make a
one-time, irrevocable election, in writing, to convert, on a one-for-one basis,
all Deferred Stock Units earned from March 29, 2000 through December 31, 2000
(and all dividends reinvested pursuant to Section 4.04 that are attributable to
such Deferred Stock Units) into Credited Shares to be held in such Participant's
Phantom Share Account.

                                   ARTICLE IV

                       DETERMINATION OF ACCOUNT BALANCES

4.01.  Deferred Stock Unit Account.

       (a)  Deferred Stock Unit Account Balance.  Each Participant's Deferred
Stock Unit Account Balance shall equal the number of Deferred Stock Units in
such Deferred Stock Unit Account (as determined pursuant to Section 4.01(b)).

       (b)  Components of Deferred Stock Unit Account.  Each Deferred Stock Unit
Account shall consist of: (X) the sum of all Mandatory Deferred Fees, Elective
Deferred Fees, Annual Equity Grants and Initial Equity Grants credited to such
Participant's Deferred Stock Unit Account on or after March 29, 2000 and
Deferred Stock Units credited pursuant to Sections 4.04(a) and 4.05, minus (Y)
the sum of all payments of common stock made from the Deferred Stock Unit
Account pursuant to Section 4.06 and all transfers of Deferred Stock Units to
such Participant's Phantom Share Account pursuant to such Participant's election
under Section 3.05.

       (c)  Crediting of Deferred Stock Units.  The number of Deferred Stock
Units credited to each Participant's Deferred Stock Unit Account shall be
determined as follows:

            (i)  On each Accrual Date, such Participant's Deferred Stock Unit
Account shall be credited with the amount of Director's Fees required to be
deferred pursuant to Section 2.01, plus any amount of Eligible Fees elected to
be deferred by such Participant pursuant to Section 3.01(a).  The amounts so
credited shall be converted into that number of Deferred Stock Units equal to
the number of shares of common stock of the Company which could be purchased at
the Market Value of such stock on such Accrual Date with the amount of such
Director's Fees.

            (ii)  The Accrual Date for each type of Director's Fee shall be:

                  (A)  for any Annual Retainer Fee or Annual Committee Chair
Fee, the date of the annual meeting of the Company's shareholders; provided that
the Accrual Date for the Annual Committee Chair Fee for a Participant who is
named as a committee chair after the date of such


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meeting shall be the date of such committee's first meeting for which such
Participant serves as chairperson.

                  (B)  for any Board Meeting Attendance Fee or Committee Meeting
Attendance Fee, the first day of the applicable Board or committee meeting;
provided that, if such Board meeting and committee meeting(s) held on
consecutive business days, then the Accrual Date shall be the first day of the
Board meeting.

4.02.  Phantom Share Account.

       (a)  Phantom Share Account Balance.  Each Participant's Phantom Share
Account Balance shall equal the number of Credited Shares in such Phantom Share
Account (as determined pursuant to Section 4.02(b)).

       (b)  Components of Phantom Share Account.  Each Participant's Phantom
Share Account shall consist of: (X) the sum of all Deferred Fees, Elective
Deferred Fees, Annual Equity Grants and Initial Equity Grants credited to such
Participant's Phantom Share Account before March 29, 2000, all amounts
transferred to such Participant's Phantom Share Account pursuant to such
Participant's election under Section 3.05 and all amounts credited under
Sections 4.04(b) or 4.05, minus, (Y) the sum of all payments from such
Participant's Phantom Share Account pursuant to Section 4.06.

4.03.  Credited Shares.  The number of Credited Shares credited to the Phantom
Share Account shall be determined pursuant to this Section 4.03.  On each day
before March 29, 2000 on which Participant earns Deferred Fees, such
Participant's Phantom Share Account shall be credited with such Deferred Fees.
The amounts so credited shall be converted into that number of Credited Shares
equal to the maximum number of shares of common stock of the Company which could
be purchased at the then Market Value of such stock with the amount so
credited.  In the event that a Participant elects, pursuant to Section 3.05,
to convert all Deferred Stock Units earned from March 29, 2000 through
December 31, 2000 (and dividends reinvested pursuant to Section 4.04
attributable to such Deferred Stock Units) into Phantom Stock Units, such
Deferred Stock Units shall be removed from such Participant's Deferred Stock
Unit Account and added to such Participant's Phantom Share Account as
Credited Shares on January 3, 2001.

4.04.  Dividends & Dividend Reinvestment.  On each date on which the Company
pays a cash dividend or other distribution on its common stock:

       (a)  each Participant's Deferred Stock Unit Account shall be credited
with the number of Deferred Stock Units equal to the amount of the cash
dividend, stock dividend (or fair market value of any other distribution) per
share multiplied by the number of Deferred Stock Units in such Account on the
dividend or distribution record date, and

       (b)  each Participant's Phantom Share Account shall be credited with the
number of Credited Shares equal to the amount of the cash dividend, stock
dividend (or fair market value of any other


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distribution) per share multiplied by the number of Credited Shares in such
Account on the dividend or distribution record date.

4.05.  Adjustments.

       (a)  In the event of any change in the outstanding shares of Company
stock by reason of a stock split, stock dividend, combination of shares,
reorganization, merger, consolidation or other corporate change having a similar
effect, or any separation of the Company including a spin-off or other
distribution of stock or property by the Company, the Board shall make such
equitable adjustments as it shall deem appropriate to: (i) the number of
Deferred Stock Units in each Participant's Deferred Stock Unit Account, and (ii)
the number of Credited Shares in each Participant's Phantom Share Account, to
prevent the dilution or enlargement of each such Account.

       (b)  The Board's determination as to the appropriateness of any
adjustment made pursuant to this Section 4.05, including, but not limited to,
values and exchange ratios, shall be binding and conclusive.

4.06.  Payment From Accounts.  Subject to Section 6.01(g), any payment made to a
Participant consisting of amounts from both the Deferred Stock Unit Account and
the Phantom Share Account shall be made from each Account in proportion to the
percentage that each such Account represents of the aggregate Balance of all
such Accounts on the date of payment.  Payments from the Phantom Share Account
shall be made in cash in an amount equal to: (x) the number of Credited Shares
to be paid, multiplied by (y) the Market Value on the immediately prior day.
Payments from the Deferred Stock Unit Account shall be made in common stock of
the Company at the rate of one share of common stock for each Deferred Stock
Unit.

4.07.  Vesting.  All Credited Shares or Deferred Stock Units accrued in each
Account of each Participant shall be fully vested upon accrual.

                                   ARTICLE V

                            PAYMENTS TO PARTICIPANTS

5.01.  Payment Start Date.  Subject to the remaining provisions of this Article,
each Participant's first payment (or only payment, if applicable) of the
Company's common stock from such Participant's Deferred Stock Unit Account
and/or cash from such Participant's Phantom Share Account (if any) shall be made
on such Participant's Payment Start Date; provided, however, that the Payment
Start Date shall in all events be no later than the first business day of the
month following the Participant's actual termination of service as a Director
for any reason, including death or disability.

5.02.  Calculation and Form of Payments.  The amount of each payment shall be
equal to:  (X) the


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aggregate dollar value of all Balances on the date of such payment, divided by
(Y) the number of installments (if any) remaining to be paid, except that
payments from the Deferred Stock Unit Account shall be made in common stock only
and rounded to the nearest whole share.  Payments from the Phantom Share Account
shall be made in cash only.

5.03.  Timing of Installment Payments.  Each installment after the first such
installment made on the Payment Start Date shall be due and payable as of the
first business day of the same month of the next succeeding Plan Year until all
annual installments have been paid.

5.04.  Acceleration of Payment for Unforeseeable Emergency.

       (a)  Notwithstanding any other provision of the Plan, the Company may
decide in its sole discretion that payment of any portion of any or all of a
Participant's Account Balances 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 5.04, an unforeseeable emergency is
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 deferrals 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.

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

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

       (d)  All determinations under this Section 5.04 shall be made by the
Board of Directors of the Company, with the Participant requesting such a
determination to be excluded from voting with


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respect thereto, and (with respect to certain legal restrictions) by the General
Counsel pursuant to Section 6.01(g).

5.05.  Change in Control.

       (a)  Upon a "Change in Control," as defined in the Company's Executive
Deferred Compensation Plan, as amended from time to time, the Company shall pay
each Participant (or beneficiary) all of such Participant's Account Balances in
one lump sum in the manner contemplated by Section 5.02.

       (b)  If, by reason of this Section 5.05, an excise or other special tax
("Excise Tax") is imposed on any payment under the Plan (a "Required Payment"),
the amount of each Required Payment shall be increased by a cash amount which,
after payment of income taxes, payroll taxes and Excise Tax on such additional
amount, will equal such Excise Tax on the Required Payment.

       (c)  This Section 5.05 may be amended in any way before a Change in
Control as the Board may determine in its sole discretion.  Notwithstanding any
other provision of the Plan, this Section 5.05 may not be amended following any
Change in Control.

       (d)  This Section 5.05 shall survive termination of the Plan.

5.06.  Acceleration of Payment.  Notwithstanding Section 5.01 or any Participant
election under Section 3.01, the Company in its sole discretion may direct
current payment of any or all of a Participant's Account Balances for any
reason.  No Participant or beneficiary shall have any right to demand
acceleration of payment of any portion of any of a Participant's Account
Balances for any reason other than the occurrence of a Change in Control
pursuant to Section 5.05.

5.07.  Payments After Death.

       (a)  Except as otherwise provided in this Section 5.07, any amount
payable under this Plan as a result of or following the death of a Participant
shall be applied only for the benefit of the beneficiary or beneficiaries
designated by the Participant pursuant to this Section 5.07.  Each Participant
shall specifically designate, by name, on forms provided by the Company, the
beneficiary(ies) to whom any such amounts shall be paid.  A Participant may
change or revoke a beneficiary designation without the consent of the
beneficiary(ies) at any time by filing a new beneficiary designation form with
the Company.  The filing of a new form shall automatically revoke any forms
previously filed with the Company.  A beneficiary designation form not properly
filed with the Company prior to the death of the Participant shall have no
validity under the Plan.

       (b)  More than one beneficiary, and alternative or contingent
beneficiaries, may be designated, in which case the Participant shall specify
the shares, terms and conditions upon which amounts shall be paid to such
multiple or alternative or contingent beneficiaries, all of which must be
satisfactory to the Company.


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       (c)  If, at the time of the Participant's death, (i) no beneficiary
designation is properly on file with the Company, (ii) no beneficiary properly
designated by the Participant has survived the Participant, or (iii) there are
other circumstances which are not covered by the beneficiary designation form on
file with the Company, then the Participant's estate shall be conclusively
deemed to be the beneficiary designated to receive any amounts then remaining
payable under this Plan.

       (d)  In answering any question concerning a Participant's beneficiary,
the latest designation filed with the Company shall control and intervening
changes in circumstances shall be ignored; provided, however, that if a
Participant's spouse is designated as beneficiary but thereafter is divorced
from the Participant, such designation shall be invalid and the Participant's
estate shall be deemed to be the Participant's beneficiary unless and until a
replacement beneficiary designation form has been filed with the Company.

       (e)  Any payment under this Plan made on or before the date of a
Participant's death shall remain in the Participant's estate, whether or not the
stock certificate or check (as appropriate) is received by the Participant prior
to death.  Any payment under this Plan made after the date of the Participant's
death shall be the property of the Participant's beneficiaries determined in
accordance with this Section 5.07.

       (f)  Payment of any installments due a Participant under the Plan shall
not be automatically accelerated by reason of the Participant's death; provided,
however, that the Company may exercise its power to accelerate at any time as
set forth in Section 5.06 without regard to the timing of a Participant's death.

                                   ARTICLE VI

                                 ADMINISTRATION

6.01.  Administrative Duties of the Company.

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

      (b)  The Board shall administer the Plan in accordance with its terms and
shall have all powers necessary to carry out the provisions of the Plan.  The
Board shall interpret the Plan; shall make all factual determinations 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 Board deems proper.  Any interpretation or
construction placed upon any term or provision of the Plan by the Board, any
decisions and determinations of the Board arising under the Plan, including
without limiting the generality of the foregoing:  (i) the eligibility of any
individual to become or remain a Participant and a Participant's status as such;
(ii) the time, method and amounts of payments payable under the Plan; (iii) the
rights of Participants and beneficiaries; and (iv) any other action or
determination or decision whatsoever taken or made by the Board in


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good faith shall be final, conclusive, and binding upon all persons concerned,
including, but not limited to, all Participants and beneficiaries.

      (c)  The Board may adopt such rules as it deems necessary, desirable, or
appropriate to carry out its duties under the Plan.  All rules, decisions and
determinations of the Board shall be uniformly and consistently applied.

      (d)  The Board may appoint any officer or employee of the Company to carry
out its duties hereunder.

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

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

      (g)  The General Counsel of the Company shall have complete power from
time to time to adopt, amend, and rescind such rules as the General Counsel
shall deem necessary, appropriate, or prudent in order to comply with or avoid
liability under Section 16 of the Securities Exchange Act of 1934, as amended,
or the rules promulgated thereunder from time to time.  Without limiting the
generality of such authority, the General Counsel may adopt, amend, and rescind
rules which may have the effect of adding to, deleting from, or otherwise
modifying the terms of the Plan in any respect, provided only that the General
Counsel in good faith determines that such rules are reasonably likely to
further the objective of complying with or lawfully avoiding liability under
Section 16 or the rules thereunder.  In addition, from time to time the General
Counsel may (but need not) adopt, amend, and rescind rules which relax Plan
restrictions if and to the extent the General Counsel determines that such
restrictions no longer are necessary to conform the Plan to any applicable legal
requirements and no longer are appropriate to the prudent and convenient
administration of the Plan.  Any rules adopted, amended, or rescinded by the
General Counsel hereunder shall become effective at such times as the General
Counsel may determine, without approval or other action by the Board of
Directors of the Company.  The General Counsel shall notify the Board promptly
of any rules adopted, amended, or rescinded hereunder.  The Board at all times
shall retain the power to annul in whole or part any action taken by the General
Counsel hereunder.

6.02.  Books and Records.

      (a)  The Board 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 Director's Fees, elections, and Account Balances.

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


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

6.03.  Notices.

       (a)  Any notice from the Company to any Participant or beneficiary shall
be in writing and shall be given by delivery to the Participant or beneficiary,
or by mailing to the last known residence address of such Participant or
beneficiary.  Any notice from a Participant or beneficiary to the Company shall
be in writing and shall be given by delivery to the Board, or by mailing to the
Board at the Company's headquarters.  Notices which are given by delivery shall
be effective on the date of delivery.  Notices given by mailing shall be
effective on the date of postmark.

       (b)  Each Participant or beneficiary shall furnish all information,
including, without limitation, post office address and each change of post
office address, proofs, receipts and releases, as may be required by the
Company.

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

       (d)  Except as provided in Article III, any notice required by the Plan
may be waived by the person entitled thereto.

                                  ARTICLE VII

                           AMENDMENT AND TERMINATION

7.01.  Amendment.  Except as provided in Section 5.05(c), the Company may amend
the Plan on a prospective basis at any time.  Except as provided in Section
5.05(c), the Company shall have no authority to amend the Plan retroactively in
any manner which is or may be detrimental to any Participant or beneficiary
without the prior written consent of all affected Participants or beneficiaries,
except to the extent that a failure to amend the Plan would result in required
inclusion in taxable income by Participants or beneficiaries of amounts not yet
received.

7.02.  Termination.  The Company may terminate the Plan on a prospective basis
at any time by paying each Participant all of such Participant's Account
Balances.

                                  ARTICLE VIII

                                 MISCELLANEOUS

8.01.  Company's Obligations Unsecured.  Participants and beneficiaries have
only the status of general unsecured creditors of the Company.  The Plan
constitutes a mere promise by the Company


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to make payments in the future.  It is the intention of the Company and all
Participants that the Plan shall be unfunded for tax purposes and, to the extent
applicable, for purpose of Title I of Employee Retirement Income Security Act of
1974, as amended from time to time.

8.02.  No Alienation.  Amounts payable under this Plan shall not be subject in
any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by any Participant or beneficiary.

8.03.  No Waiver of Rights.  No failure or delay by the Company or any
Participant or beneficiary 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.

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

8.05.  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 the Company receives proof satisfactory to the Company
that the person is incompetent or is a minor or that a guardian or other person
legally vested with the care of the person's estate has been appointed.

8.06.  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 the legal representatives of said minor or other person; or

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

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

8.07.  No Guarantee of Position or Directors Fees.  No provision of this Plan
shall restrict the Company, the Board, or the Shareholders from removing a
Participant from his or her position as a Director, a committee chairperson, or


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a committee member.  No provision of this Plan shall restrict any Participant
from resigning from his or her position as a Director, a committee chairperson,
or a committee member.  No provision of this Plan shall restrict the Company or
the Board from increasing or decreasing the Director's Fees payable to any
Participant or other Director.

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

8.09.  Missouri Law Controls.  Subject to any 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 Delaware and in state courts in St. Louis County, Missouri or
federal courts in St. Louis City, Missouri.

     IN WITNESS WHEREOF, The Earthgrains Company executed this Amended and
Restated Plan as of this 29th day of March, 2000.

                                         THE EARTHGRAINS COMPANY



                                         By:_________________________
                                         Title:______________________


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