AMENDMENT NO. 4
TO
THE EARTHGRAINS COMPANY
EMPLOYEE STOCK OWNERSHIP/401(k) PLAN
WHEREAS, The Earthgrains Company (formerly Campbell Taggart, Inc. and
hereafter referred to as the "Company") adopted The Earthgrains Company Employee
Stock Ownership/401(k) Plan (hereafter referred to as the "Plan"), effective as
of July 1, 1994; and
WHEREAS, the Company desires to amend said Plan, effective as of the
dates specified herein;
NOW, THEREFORE, the Plan is hereby amended, effective as of the dates
specified herein, in the following respects.
I.
Effective as of July 1, 1996, the following paragraph (iii) is hereby
added to Section 2.1(ee) of the Plan and shall read as follows:
"(iii) Notwithstanding anything contained herein to the contrary,
in determining an Employee's Years of Service for purposes
of the vesting requirements set forth in Article 11 for an
Employee who was an employee of an employer listed below
on the date specified below and who becomes an Employee of
an Employer who is eligible to participate in the Plan in
accordance with Section 3.1 on the date immediately
following such date below, such Employee's last period of
continuous service with such employer before the date
specified below shall be counted:
Heiner's Bakery, Inc. November 30, 1996"
II.
Effective as of July 1, 1997, paragraph (iii) of Section 2.1(ee) of the
Plan is hereby deleted in its entirety and the following is substituted in lieu
thereof:
"(iii) Notwithstanding anything contained herein to the contrary,
in determining an Employee's Years of Service for purposes
of the vesting requirements set forth in Article 11 for an
Employee who was an employee of an employer listed below
on the date specified below and who becomes an Employee of
an Employer who is eligible to participate in the Plan in
accordance with Section 3.1 on the date immediately
following such date below, such Employee's last period of
continuous service with such employer before the date
specified below shall be counted:
CooperSmith, Inc. January 16, 1998
San Luis Sourdough March 11, 1998
H & L Baking Company July 1, 1997
Brothers Baking Company, Inc. July 1, 1997
Heiner's Bakery, Inc. November 30, 1996"
III.
Effective as of January 31, 1998, Section 2.1(tt) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(tt) "Valuation Date" means each business day as of which the
New York Stock Exchange is open for trading."
IV.
Effective as of April 1, 1998, Section 4.2(a) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(a) After-Tax Matched Contributions. After-Tax Matched
Contributions shall not be less than one percent (1%)
and not more than four percent (4%) of the
Participant's Compensation for the Plan Year, or such
other limitations as the Committee shall determine;
provided however, that with respect only to a
Participant who is covered by a collective bargaining
agreement, After-Tax Matched Contributions shall not
be less than one percent (1%) and not more than three
percent (3%) of the Participant's Compensation for
the Plan Year, or such other limitations as the
Committee shall determine."
V.
Effective as of April 1, 1998, Section 4.2(c) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(c) After-Tax Matched Contributions and Before-Tax Matched
Contributions. The sum of a Participant's After-Tax
Matched Contributions and Before-Tax Matched
Contributions shall not be less than one percent (1%)
and not more than four percent (4%) of the
Participant's Compensation for the Plan Year, or such
other limitations as the Committee shall determine;
provided however, that with respect only to a
Participant who is covered by a collective bargaining
agreement, the sum of a Participant's After-
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Tax Matched Contributions and Before-Tax Matched
Contributions shall not be less than one percent
(1%) and not more than three percent (3%) of the
Participant's Compensation for the Plan Year, or
such other limitations as the Committee shall
determine."
VI.
Effective as of April 1, 1998, Section 5.2(a) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(a) Before-Tax Matched Contributions. Before-Tax Matched
Contributions shall not be less than one percent (1%)
and not more than four percent (4%) of the Participant's
Compensation for the Plan Year, or such other
limitations as the Committee shall determine; provided
however, that with respect only to a Participant who is
covered by a collective bargaining agreement, Before-
Tax Matched Contributions shall not be less than one
percent (1%) and not more than three percent (3%) of
the Participant's Compensation for the Plan Year, or
such other limitations as the Committee shall
determine."
VII.
Effective as of April 1, 1998, Section 5.2(c) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"(c) Before-Tax Matched Contributions and After-Tax Matched
Contributions. The sum of a Participant's Before-Tax
Matched Contributions and After-Tax Matched Contributions
shall not be less than one percent (1%) and not more
than four percent (4%) of the Participant's Compensation
for the Plan Year, or such other limitations as the
Committee shall determine; provided however, that with
respect only to a Participant who is covered by a
collective bargaining agreement, the sum of a
Participant's Before-Tax Matched Contributions and
After-Tax Contributions shall not be less than one
percent (1%) and not more than three percent (3%) of
the Participant's Compensation for the Plan Year,
or such other limitations as the Committee shall
determine."
VIII.
Effective as of July 1, 1996, Section 9.6(a)(ii) of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
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"(ii) Cash Purchase Fund Shares: Cash dividends on Company Shares
held within the Cash Purchase Fund shall be applied to pay
principal and interest on the Share Purchase Loan with which
such Company Shares were purchased or, if a Share Purchase
Loan is not outstanding, shall be applied to acquire Company
Shares."
IX.
Effective as of January 1, 1998, Section 11.1 of the Plan is hereby
deleted in its entirety and the following is substituted in lieu thereof:
"11.1. Vesting.
(a) A Participant shall have a non-forfeitable interest in
his Anheuser-Busch Stock Account and in his Plan Account
attributable to his After-Tax Contributions, Before-Tax
Contributions and Rollover Contributions.
(b) A Participant, other than a Participant who is covered
by a collective bargaining agreement, shall obtain a
non-forfeitable interest in his Plan Account attributable
to Employer Matching Contributions upon the occurrence
of (i) his death or Disability, while an Employee, (ii)
layoff for a period exceeding twelve (12) consecutive
months, (iii) entry into active duty with any branch of
the military services of the United States, or (iv)
termination of employment following attainment of age
sixty (60). As of any date prior to the occurrence of
an event described in (i) through (iv) above, effective
as of January 1, 1998, with respect to any Participant
on such date other than Participants who are covered by
a collective bargaining agreement, a Participant shall
obtain a non-forfeitable interest in his Plan Account
attributable to Employer Matching Contributions in
accordance with the vesting schedule set forth below
based upon the number of Years of Service credited to
such Participant as of such date:
Years of Service Vested Percentage
---------------- -----------------
Less than 5 0%
5 or more 100%
Anything contained in this paragraph (b) to the contrary,
the vested percentage of a Participant who was a
Participant in the Plan on December 31, 1997 shall not
be less than the vested percentage in accordance with
the provisions of the Plan in effect on December 31,
1997.
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(c) A Participant who is covered by a collective bargaining
agreement shall obtain a non-forfeitable interest in his
Plan Account attributable to Employer Matching
Contributions upon the occurrence of (i) his death or
Disability, while an Employee, (ii) layoff for a period
exceeding twelve (12) consecutive months, (iii) entry
into active duty with any branch of the military
services of the United States, or (iv) termination of
employment following attainment of age sixty (60). As
of any date prior to the occurrence of an event
described in (i) through (iv) above, such Participant
shall obtain a non-forfeitable interest in his Plan
Account attributable to Employer Matching Contributions
in accordance with the vesting schedule set forth below
based upon the number of Years of Service credited to
such Participant as of such date:
Years of Service Vested Percentage
---------------- -----------------
1 0%
2 or more 100%
(d) Anything contained herein to the contrary notwithstanding,
(i) a Participant shall have a non-forfeitable interest in
his Plan Account attributable to the ten (10) Company
Shares, if any, allocated to his Plan Account in
accordance with the provisions of Section 6.1 of the Plan,
and (ii) an Employee who on October 14, 1996 was employed
in the MIS Department and who was transferred on October
15, 1996 to Electronic Data Systems shall have a non-
forfeitable interest in his Plan Account as of the date
of such transfer."
X.
Effective as of July 1, 1996, Section 13.5 of the Plan is hereby deleted
in its entirety and the following is substituted in lieu thereof:
"13.5. Form of Payment.
All payments under this Article shall be in the form of
cash and, to the extent that the Participant's Plan Account
consists of Company Shares, whole shares; provided that,
(i) a Participant or Beneficiary who would otherwise receive
Company Shares may instead elect to have such Company
Shares converted to cash and the proceeds thereof
distributed, and (ii) a Participant or Beneficiary who
would otherwise receive cash may instead elect to have
such cash converted to shares of Company Shares (whole
shares only) and distributed. Any fractional interest in
Company Shares shall be converted to cash and distributed.
A conversion of Company
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Shares to cash under this Section shall be made in
accordance with Section 17.2. Anything contained herein
to the contrary notwithstanding, a Participant or
Beneficiary shall receive the value of his Anheuser-
Busch Stock Account in the form of cash unless he elects
to receive all or part of such Anheuser-Busch Stock
Account in whole shares of Anheuser-Busch Shares. Any
fractional interest in Anheuser-Busch Shares shall be
paid in cash."
IN WITNESS WHEREOF, The Earthgrains Company has caused this Amendment
No. 4 to the Plan to be executed in its name by its duly authorized officer as
of the 30th day of June, 1998.
THE EARTHGRAINS COMPANY
By:_________________________
Title:______________________
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