EXHIBIT 24.1
THE EARTHGRAINS COMPANY
POWER OF ATTORNEY
Each of the undersigned directors and officers of The Earthgrains Company,
a Delaware corporation (the "Company"), hereby appoints Barry H. Beracha, Joseph
M. Noelker and Mark H. Krieger, and each of them or their successors as officers
of the Company acting singly, the true and lawful agents and attorneys of the
undersigned, with full power of substitution, to do all things and to execute
all instruments which any of them may deem necessary or advisable to enable the
Company to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under said Act on Form S-8
of 200,000 shares (or such other number as the Board of Directors may from time
to time designate) of common stock held in the Company's treasury to e issued
under the Directors Deferred Fee Plan. This authorization includes the
authority to sign the name of each of the undersigned in the capacities
indicated below to the said proposed Registration Statement to be filed in
respect of said 200,000 shares, and to any amendments to said proposed
Registration Statement after this date.
IN WITNESS WHEREOF, each of the undersigned has executed a copy of this
Power of Attorney as of July 14, 2000.
/s/ BARRY H. BERACHA /s/ JAIME IGLESIAS
Barry H. Beracha Jaime Iglesias
Chairman of the Board Director
and Chief Executive
Officer (Principal
Executive Officer)
/s/ J. JOE ADORJAN /s/ JERRY E. RITTER
J. Joe Adorjan Jerry E. Ritter
Director Director
/s/ PETER F. BENOIST _________________________
Peter F. Benoist William E. Stevens
Director Director
______________________ /s/ E. BYRON GLORE
Maxine K. Clark E. Byron Glore
Director Director
/s/ VIRGIL H. REHKEMPER /s/ MARK H. KRIEGER
Virgil H. Rehkemper Mark H. Krieger
Vice President and Vice President and
Controller Chief Financial Officer
(Principal Accounting (Principal Financial
Officer) Officer)
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