Non-employee Director Stock Plan

THE EARTHGRAINS COMPANY
AMENDED AND RESTATED
NON-EMPLOYEE DIRECTOR STOCK PLAN
--------------------------------


1. Definitions
-----------


(a) "Annual Meeting" - the Company's annual meeting of
Stockholders in any year.


(b) "Board" - the Board of Directors of the Company.


(c) "Change of Control Date" - the earliest date on
which any of the following occurs:


(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 50% of the Company's then
outstanding voting securities (measured on the basis of
voting power);


(ii) The stockholders of the Company approve a
definitive agreement to merge or consolidate the Company with
any other entity, other than an agreement providing for (A)
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


2
- 2 -


entity), in combination with the ownership of any trustee or
other fiduciary holding securities under an employee benefit plan
of the Company, 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
(B) 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 cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for
election by the Company's stockholders, 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 stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or
substantially all the Company's assets.


3
- 3 -


For purposes of this Section, "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 (A) the Company or any of
its Subsidiaries, (B) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or
any of its Subsidiaries, (C) an underwriter temporarily
holding securities pursuant to an offering of such
securities, or (D) a corporation owned, directly or
indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of
Company stock.


(d) "Company" - The Earthgrains Company


(e) "Fees" - any annual fee, fees for attending
meetings of the Board or committees thereof, fees for
meetings at which less than a quorum is present, committee
chairmanship fees and any other fees as in effect from time
to time which become payable to a Non-Employee Director.


(f) "Issue Date" - each of (i) the first business day
which is more than six months after the date of the Annual
Meeting and (ii) the date of the Annual Meeting.


(g) "Non-Employee Director" - any duly elected or
appointed member of the Board who is not an employee of the
Company or of any Subsidiary.


4
- 4 -


(h) "Plan" - the Earthgrains Company Non-Employee
Director Stock Plan.


(i) "Secretary" - the duly elected Secretary of the
Company.


(j) "Share" - a share of the Company's Common Stock which is
authorized and unissued or was reacquired by the Company and is
held in treasury.


(k) "Subsidiary" - an entity of which the Company (directly
or through one or more Subsidiaries) is the beneficial owner of
more than 50% of the entity's outstanding voting securities
(measured on the basis of voting power).


2. Administration
--------------


The Plan shall be administered by the Secretary who shall
have the authority to construe and interpret the Plan, and to
establish or adopt rules, regulations and forms relating to the
administration of the Plan. The Secretary shall have no authority
to add to, delete from or modify the terms of the Plan, as the
Plan shall be nondiscretionary as to the eligibility of
participants and the timing and amounts of the grants. Neither
the Secretary nor any member of the Board shall be liable for any
act or determination made in good faith.


5
- 5 -


3. Purpose
-------


The Plan is intended to assist in attracting, retaining and
motivating Non-Employee Directors of outstanding ability and to
promote identification of their interests with those of the
stockholders of the Company.


4. Eligibility
-----------


All Non-Employee Directors shall be eligible to participate
in the Plan. Subject to the terms and conditions of the Plan,
Non-Employee Directors shall be entitled to receive Shares
pursuant to each of Sections 6, 7, and 8 of the Plan.


5. Shares Subject to the Plan
--------------------------


The maximum number of Shares that may be issued under the
Plan is 50,000.


6
- 6 -


6. Payment of Fees in Shares
-------------------------


(a) Each Non-Employee Director shall receive at least 25% of
his or her Fees in Shares in lieu of cash. A Non-Employee
Director may elect to receive up to 100% of his or her Fees in
Shares. Any election, or amendment to a prior election, shall be
in writing on a form prescribed by the Company, shall take effect
commencing with Fees which become payable after the first Issue
Date which occurs after the date of such election or amendment,
shall specify the percentage of Fees to be paid in Shares which
shall be no less than 25%, and shall remain in effect until
further amendment in accordance with this section. The Secretary
shall have the authority to further regulate the timing and amount
of the electi ...