SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
BY RULE 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-12

PANERA BREAD COMPANY
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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PANERA BREAD COMPANY
6710 CLAYTON ROAD
RICHMOND HEIGHTS, MISSOURI 63117

April 30, 2001

Dear Stockholder,

You are cordially invited to attend the 2001 Annual Meeting of Stockholders
of Panera Bread Company (the "Company") to be held at 9:00 a.m. Central Time on
Tuesday, June 12, 2001 at Bank of America, 800 Market Street, Atrium Conference
Room 1, St. Louis, Missouri 63101.

At the Annual Meeting, (i) two persons will be elected to the Board of
Directors, (ii) the Company will seek stockholder approval of the Company's 2001
Employee, Director and Consultant Stock Option Plan, and (iii) the Company will
ask the stockholders to ratify the selection of PricewaterhouseCoopers LLP as
the Company's independent public accountants. The Board of Directors recommends
the approval of each of these proposals. Such other business will be transacted
as may properly come before the Annual Meeting.

We hope you will be able to attend the Annual Meeting. Whether you plan to
attend the Annual Meeting or not, it is important that your shares are
represented. Therefore, you are urged to complete, sign, date and return the
enclosed proxy card promptly in accordance with the instructions set forth on
the card. This will ensure your proper representation at the Annual Meeting.

On behalf of all of our employees and directors, I would like to thank you
for your continuing support and confidence.

Sincerely,

[LOGO]

Ronald M. Shaich
Chairman of the Board

YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY PROMPTLY.

PANERA BREAD COMPANY
6710 CLAYTON ROAD
RICHMOND HEIGHTS, MISSOURI 63117

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JUNE 12, 2001--9:00 A.M.

You are hereby notified that the Annual Meeting of Stockholders of Panera
Bread Company will be held on Tuesday, June 12, 2001 at 9:00 a.m., Central Time,
at Bank of America, 800 Market Street, Atrium Conference Room 1, St. Louis,
Missouri 63101, to consider and act upon the following matters:

1. To elect two (2) Directors to the Board of Directors to serve for a term
ending in 2004 and until their successors are duly elected and qualified;

2. To consider and act upon a proposal to approve the adoption of the
Company's 2001 Employee, Director and Consultant Stock Option Plan (the
"2001 Plan") and the reservation of 1,000,000 shares of Class A Common
Stock, $.0001 par value per share, for stock options which may be granted
under the 2001 Plan;

3. To consider and act upon a proposal to ratify the appointment of
PricewaterhouseCoopers LLP as independent public accountants for the
Company for the fiscal year ending December 29, 2001; and

4. To transact such other business as may properly come before the Annual
Meeting and any adjournment or adjournments thereof.

If you are unable to attend the meeting personally, please be sure to
complete, date, sign and return the enclosed proxy as soon as possible in the
envelope provided to: EquiServe, 150 Royall Street, Canton, Massachusetts 02021.

Stockholders of record on the books of the Company at the close of business
on April 16, 2001 are entitled to notice of and to vote at the meeting.

By Order of the Board of Directors,

[LOGO]

William W. Moreton
Assistant Secretary

Dated: April 30, 2001

YOUR VOTE IS IMPORTANT.
PLEASE RETURN YOUR PROXY PROMPTLY.

PANERA BREAD COMPANY
6710 CLAYTON ROAD
RICHMOND HEIGHTS, MISSOURI 63117

PROXY STATEMENT
INFORMATION ABOUT THE MEETING AND VOTING

SOLICITATION OF PROXIES

This proxy statement and the accompanying proxy card are first being mailed
to stockholders commencing on or about April 30, 2001. The accompanying proxy is
solicited by the Board of Directors of Panera Bread Company (the "Company") for
use at the Annual Meeting of Stockholders to be held on June 12, 2001 and any
adjournment or adjournments thereof. The cost of soliciting proxies will be
borne by the Company. Directors, officers and employees of the Company may
assist in the solicitation of proxies by mail, telephone, telegraph and personal
interview without additional compensation.

PROPOSALS TO BE VOTED UPON

PROPOSAL 1. The first proposal is to elect two (2) Directors to the Board
of Directors to serve for a term ending in 2004 and until their successors are
duly elected and qualified.

PROPOSAL 2. The second proposal is to approve the adoption of the Company's
2001 Employee, Director and Consultant Stock Option Plan (the "2001 Plan") and
the reservation of 1,000,000 shares of Class A Common Stock, $.0001 par value
per share, for stock options which may be granted under the 2001 Plan.

PROPOSAL 3. The third proposal is to consider and act upon a proposal to
ratify the appointment of PricewaterhouseCoopers LLP as independent public
accountants for the Company for the fiscal year ending December 29, 2001.

When a proxy is returned properly signed, the shares represented thereby
will be voted by the persons named as proxies in accordance with the
stockholder's directions. You are urged to specify your choices on the enclosed
proxy card. If a proxy is signed and returned without specifying choices, the
shares will be voted "FOR" proposals 1, 2 and 3 and in the discretion of the
persons named as proxies in the manner they believe to be in the best interests
of the Company as to other matters that may properly come before the meeting.

REVOCATION OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by delivering to the Company a written
notice of revocation or a duly executed proxy bearing a later date. Any
stockholder who has executed a proxy but is present at the meeting, and who
wishes to vote in person, may do so by revoking his or her proxy as described in
the preceding sentence. Shares represented by valid proxies in the form
enclosed, received in time for use at the meeting and not revoked at or prior to
the meeting, will be voted at the meeting.

STOCKHOLDERS ENTITLED TO VOTE

The Board of Directors has fixed April 16, 2001 as the record date for the
meeting. Only stockholders of record on the record date are entitled to notice
of and to vote at the meeting. On the record date, there were 12,511,830 shares
of Class A Common Stock, $.0001 par value (each of which entitles its holder to
one vote), and 1,423,642 shares of Class B Common Stock, $.0001 par value (each
of which entitles its holder to three votes) of the Company issued and
outstanding. The Class A and Class B Common Stock are sometimes referred to
collectively in this proxy statement as the "Common Stock." The holders of
Common Stock do not have cumulative voting rights.

QUORUM

For all proposals on the agenda for the meeting, the holders of a majority
in interest of the combined voting power of the Class A and Class B Common Stock
issued and outstanding and entitled to vote and present in person or represented
by proxy, will constitute a quorum. Shares represented by all proxies received,
including proxies that withhold authority for the election of Directors and/or
abstain from voting on a proposal, as well as "broker non-votes" discussed
below, will be counted toward establishing the presence of a quorum.

VOTES REQUIRED

Nominees for election as Directors of the Company will be elected by
plurality vote of the combined voting power of the shares of Class A and
Class B Common Stock voted in person or represented by proxy at the meeting.
Shares for which the vote is withheld will be excluded entirely and will have no
effect on the election of Directors of the Company.

The proposal to approve the adoption of the 2001 Plan and the proposal to
ratify the appointment of PricewaterhouseCoopers LLP as independent public
accountants must be approved by an affirmative vote of a majority of the
combined voting power of the shares of Class A and Class B Common Stock voted in
person or represented by proxy as to each matter. Shares for which the vote is
withheld and "broker non-votes" will be excluded entirely and will have no
effect on the foregoing proposals.

If a stockholder holds shares of Common Stock through a broker, bank or
other representative, generally the broker or representative may only vote the
Common Stock in accordance with the stockholder's instructions. However, if such
representative has not timely received the stockholder's instructions, the
representative may only vote on those matters for which it has discretionary
voting authority. If a broker or representative cannot vote on a particular
matter because it does not have discretionary voting authority, this is a
"broker non-vote" on that matter. As to the proposal relating to the 2001 Plan,
broker non-votes are not deemed to be present and represented and are not
entitled to vote, and therefore will have no effect on the outcome of the vote.

MANAGEMENT

INFORMATION REGARDING DIRECTORS AND DIRECTOR NOMINEES

The Company's Certificate of Incorporation provides for a classified Board
of Directors, in which the Board of Directors is divided into three classes,
each having as nearly as possible an equal number of Directors. The terms of
service of each class of Directors is staggered so that the term of one class
expires at each annual meeting of the stockholders.

The Board of Directors currently consists of four (4) members, divided into
three (3) classes as follows: Ronald M. Shaich constitutes a class with a term
ending in 2002 (the "Class I Director"); Domenic Colasacco and Robert T. Giaimo
constitute a class with a term ending in 2003 (the "Class II Directors"); and
George E. Kane constitutes a class with a term which expires at the upcoming
meeting (the "Class III Director"). George E. Kane and Larry J. Franklin are
nominated for election as Class III Directors at the upcoming meeting with a
term to expire in 2004, if elected. If both nominees are elected, the Board of
Directors will consist of five (5) members following the meeting. At each annual
meeting of stockholders, Directors are elected for a full term of three
(3) years to succeed those Directors whose terms are expiring.

The following table and biographical descriptions set forth information
regarding the principal occupation, other affiliations, committee memberships
and age, for the nominees for election as Directors and each Director continuing
in office, based on information furnished to the Company by each nominee and
Director. The following information is as of March 2, 2001 unless otherwise
noted.

TERM AS A
NAME AGE POSITION(S) WITH THE COMPANY DIRECTOR ENDS CLASS
---- -------- --------------------------------- ------------- --------

NOMINEES FOR ELECTION:
Larry J. Franklin (1)............ 52 Director Nominee 2004* III*
George E. Kane (2)(3)(4)(5)...... 96 Director 2004* III*

DIRECTORS CONTINUING IN OFFICE:
Domenic Colasacco (2)(3)(4)...... 52 Director 2003 II
Robert T. Giaimo (2)(4).......... 49 Director 2003 II
Ronald M. Shaich (3)............. 47 Chairman of the Board and Chief 2002 I
Executive Officer

- ------------------------

* Assuming election at this Annual Meeting.

(1) Assuming election at this Annual Meeting, Mr. Franklin will become a member
of the Compensation Committee.

(2) Member of the Compensation and Stock Option Committee.

(3) Member of the Committee on Nominations.

(4) Member of the Audit Committee.

(5) Following the Annual Meeting, Mr. Kane will no longer serve on the
Compensation Committee of the Board of Directors.

NOMINEES FOR ELECTION AS DIRECTORS

LARRY J. FRANKLIN, Director Nominee, has been the President and Chief
Executive Officer of Franklin Sports, Inc., a leading sports equipment company,
since 1986. Mr. Franklin joined Franklin Sports, Inc. in 1970 and served as its
Executive Vice President from 1981 to 1986. Mr. Franklin currently serves as a
director of each of the Sporting Goods Manufacturer's Association and the
International Mass Retail Association. He is also on the board of directors of
the New England chapter of the Juvenile Diabetes Research Foundation.

GEORGE E. KANE, Director since November 1988. Mr. Kane was a Director of the
Company from December 1981 to December 1985 and a Director Emeritus from
December 1985 to November 1988. Mr. Kane retired in 1970 as President of Garden
City Trust Company (now University Trust Company) and served as an Honorary
Director of University Trust Company from December 1985 to January 2000.

DIRECTORS CONTINUING IN OFFICE

RONALD M. SHAICH, Director since 1981, co-founder of the Company, Chairman
of the Board since May 1999, Co-Chairman of the Board from January 1988 to
May 1999, Chief Executive Officer since May 1994 and Co-Chief Executive Officer
from January 1988 to May 1994. Mr. Shaich is Chairman of the Board of Trustees
of Clark University. Mr. Shaich serves as a director of Lown Cardiovascular
Research Foundation.

DOMENIC COLASACCO, Director since March 2000. Mr. Colasacco has been
President and Chief Executive Officer of United States Trust Company since 1992.
He joined USTC in 1974 after beginning his career in the research division of
Merrill Lynch & Co., in New York City. Mr. Colasacco is also a Director of
Hometown Auto Retailers, Inc., a publicly traded chain of automobile
dealerships.

ROBERT T. GIAIMO, Director since July 2000. Mr. Giaimo has been the Chairman
of the Board, President, Chief Executive Officer and Treasurer of Silver
Diner, Inc., a publicly traded chain of restaurants, since March 1996.
Mr. Giaimo has been the Co-Founder, Director, President, Chief Executive Officer
and Treasurer of Silver Diner Development, Inc. since its inception in 1989.
From 1971 to January 1987, Mr. Giaimo was President, Chief Executive Officer and
Director of Monolith Enterprises, Inc. ("Monolith"). From 1972 through 1976,
Mr. Giaimo co-founded and operated, through Monolith, Blimpies Restaurant in
Georgetown. In 1977, Mr. Giaimo co-founded and operated, through Monolith, The
American Cafe restaurant, an award-winning restaurant chain.

THE BOARD OF DIRECTORS AND ITS COMMITTEES

The Company's Board of Directors held four meetings, during the fiscal year
ended December 30, 2000. The Board of Directors has established an Audit
Committee, a Compensation and Stock Option Committee and a Committee on
Nominations.

The Audit Committee, which held two meetings during the fiscal year ended
December 30, 2000, meets with the Company's independent accountants and
principal financial personnel to review the results of the annual audit. The
Audit Committee also reviews the scope of, and establishes fees for, audit and
non-audit services performed by the independent accountants, reviews the
independence of the independent accountants and the adequacy and effectiveness
of the Company's internal accounting controls. The Audit Committee consists of
three members, currently Messrs. George E. Kane, Domenic Colasacco and Robert T.
Giaimo and is reconstituted annually. After the Annual Meeting and assuming the
reelection of George E. Kane as a Director, the Audit Committee will consist of
Messrs. Domenic Colasacco, Robert T. Giaimo and George E. Kane.

The Compensation and Stock Option Committee (the "Compensation Committee"),
which held four meetings during the fiscal year ended December 30, 2000,
establishes the compensation, including stock options and other incentive
arrangements, of the Company's Chairman and Chief Executive Officer. It also
administers the Company's 1992 Equity Incentive Plan, 1992 Employee Stock
Purchase Plan and will administer the 2001 Plan if approved by the stockholders
at the meeting. The Compensation Committee consists of three members, currently
Messrs. George E. Kane, Domenic Colasacco and Robert T. Giaimo, and is
reconstituted annually. After the Annual Meeting and assuming the election of
Larry J. Franklin as a Director, the Compensation Committee will consist of
Messrs. Domenic Colasacco, Robert T. Giaimo and Larry J. Franklin.

The Committee on Nominations, which held two meetings during fiscal year
ended December 30, 2000, selects nominees for election as Directors and will
consider written recommendations from any stockholder of record with respect to
nominees for Directors of the Company. A stockholder's recommendation shall be
made by written notice which must be delivered to, or mailed to and received by,
the Company, in a timely manner, at its principal executive office and must set
forth all of the information required to be included therein by the Company's
By-laws. The Committee on Nominations consists of three members, currently
Messrs. Ronald M. Shaich, George E. Kane and Domenic Colasacco, and is
reconstituted annually. After the Annual Meeting and assuming the reelection of
George E. Kane as a Director, the Committee on Nominations will consist of
Messrs. Ronald M. Shaich, Domenic Colasacco and George E. Kane.

All Directors attended at least 75% of the meetings of the Board and of the
committees of which they were members in the fiscal year ended December 30,
2000.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee has interlocking or other
relationships with other boards or with the Company.

COMPENSATION OF DIRECTORS

Directors who are not employees of the Company receive a quarterly fee
ranging from $3,000 to $3,500 for serving on the Board, plus reimbursement of
out-of-pocket expenses for attendance at each Board or committee meeting.

Under a formula-based stock option plan for independent Directors (the
"Directors' Plan"), each current Director who is not an employee or principal
stockholder of the Company (an "Independent Director") and who is first elected
after the effective date of the Directors' Plan receives, upon his or her
election to the Board, a one-time grant of an option to purchase 5,000 shares of
Class A Common Stock. Each Independent Director who serves as such at the end of
each of the Company's fiscal years receives at the end of such fiscal year an
option to purchase an additional 5,000 shares of Class A Common Stock, except
that at the end of the 2000 fiscal year, each Independent Director serving as
such received an option to purchase an additional 2,131 shares of Class A Common
Stock instead of an option to purchase an additional 5,000 shares. All options
issued under the Directors' Plan have an exercise price per share equal to the
closing price of a share of Class A Common Stock as of the close of the market
on the trading day immediately preceding the grant date, are fully vested when
granted, and are exercisable for a period of 10 years, subject to earlier
termination following termination of service as a Director.

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

The names of, and certain information regarding, executive officers of the
Company who are not also directors are set forth below. Except for executive
officers who have employment agreements with the Company, the executive officers
serve at the pleasure of the Board of Directors.

NAME AGE POSITION(S) WITH THE COMPANY
- ---- -------- ----------------------------

Richard C. Postle.................... 52 President and Chief Operating Officer
William W. Moreton................... 41 Senior Vice President and Chief Financial Officer
Thomas R. Howley..................... 51 Vice President, Construction and Design
Anthony M. Coleman................... 58 Vice President, Design
Diane Davidson....................... 47 Vice President, Human Resources and Special Projects
Scott Davis.......................... 37 Vice President, Customer Experience
Paul J. Evans........................ 46 Vice President, Franchise Development
Denis G. Fredrick.................... 57 Vice President, Information Systems
Marianne Graziadei................... 43 Vice President, Operational Tools, Systems and Training
Kathy Kuhlenbeck..................... 44 Vice President, Financial Planning and Corporate
Services
Michael J. Kupstas................... 43 Vice President, Franchising and Brand Communications
John M. Maguire...................... 35 Vice President, Bakery Supply Chain Operations
Thomas A. Pannullo................... 47 Vice President, Company Store Operations
Diane L. Parsons-Salem............... 56 Vice President, General Counsel
Kenneth E. Puzder.................... 35 Vice President, Accounting Operations and Controller
Lawrence A. Rusinko.................. 40 Vice President, Marketing

RICHARD C. POSTLE, Chief Operating Officer and President of the Company
since May 1999. President of the Saint Louis Bread Co./Panera Bread business
unit from August 1995 to May 1999. From August 1994 through August 1995,
Mr. Postle was President and Chief Operating Officer of Checkers Drive-In
Restaurants, Inc. From January 1992 through August 1994, Mr. Postle was Senior
Vice President, Operations of KFC-USA. From 1988 through December 1991,
Mr. Postle was Chief Operating Executive of Brice Foods, Inc.

WILLIAM W. MORETON, Senior Vice President, Chief Financial Officer and
Treasurer of the Company since May 1999. From October 1998 to May 1999,
Mr. Moreton served as Senior Vice President and Chief Financial Officer of the
Saint Louis Bread Co./Panera Bread business unit. From April 1997 to
October 1998, Mr. Moreton served as Executive Vice President and Chief Financial
Officer of Quality Dining, Inc. From October 1992 to April 1997, Mr. Moreton
served as Executive Vice President and Chief Financial Officer of Houlihan's
Restaurants, Inc.

THOMAS R. HOWLEY, Vice President, Construction and Design for the Company
since March 1999, which includes service as the Vice President, Construction and
Design for Panera, Inc., a wholly-owned subsidiary of the Company, from
March 1999 to May 1999. From November 1992 to March 1999, Mr. Howley was Vice
President, General Counsel and Assistant Secretary of Panera, Inc. He has been
Assistant Secretary of the Company since March 1999. Prior to November 1992,
Mr. Howley was an attorney with the law firm of Rackemann, Sawyer & Brewster.

ANTHONY M. COLEMAN, Vice President, Design for the Company since
April 1995, which includes service as the Vice President, Design for
Panera, Inc. from April 1995 to May 1999. Mr. Coleman was the Director of Design
for Panera, Inc. from November 1994 to April 1995.

DIANE DAVIDSON, Vice President, Human Resources and Special Projects the
Company since April 2001. From December 2000 to April 2001, Ms. Davidson served
as General Counsel of the Company. From September 2000 to November 2000,
Ms. Davidson served as Consultant and Acting General Counsel of the Company.
From December 1991 to May 2000, Ms. Davidson served as Senior Vice President,
Senior Personnel Generalist of Bank of America/Nations Bank.

SCOTT DAVIS, Vice President, Customer Experience for the Company since
May 1996, which includes service as the Vice President, Customer Experience for
Panera, Inc. from May 1996 to May 1999. From June 1994 to May 1996, Mr. Davis
served as Director of Concept Services and Customer Experience for Panera, Inc.

PAUL J. EVANS, Vice President, Franchise Development for the Company since
June 1999. Between October 1995 and June 1999, Mr. Evans was Director of
International Franchise Development for Metromedia Restaurant Group, with
responsibilities for Bennigan's, Steak & Ale, Ponderosa and Bonanza franchising.

DENIS G. FREDRICK, Vice President, Information Systems for the Company since
June 1999. Between 1988 and June 1999, Mr. Fredrick was Vice President of
Information Systems for Value City Department Stores, Inc.

MARIANNE GRAZIADEI, Vice President, Operational Tools, Systems and Training
for the Company since June 2000. From February 1988 to December 1999,
Ms. Graziadei served in a variety of roles at Au Bon Pain including
Partner/Manager, Market Manager, Regional Vice President and, ultimately, Vice
President, Operations.

KATHY KUHLENBECK, Vice President, Financial Planning and Corporate Services
for the Company since October 2000. From October 1998 to October 2000,
Ms. Kuhlenbeck served as Chief Financial Officer of Angelica Image Apparel, a
division of Angelia Corporation. From May 1989 to October 1998, Ms. Kuhlenbeck
served as Chief Financial Officer of Bachrach Clothing, Inc.

MICHAEL J. KUPSTAS, Vice President, Franchising and Brand Communications for
the Company since August 1999. Between January 1996 and August 1999,
Mr. Kupstas was Vice President of Operations for the Company, which included
service as Vice President of Operations for Panera, Inc. from January 1996 to
May 1999. Between April 1991 and January 1996, Mr. Kupstas was Senior Vice
President/Division Vice President for Long John Silver's, Inc.

JOHN M. MAGUIRE, Vice President, Bakery Supply Chain Operations for the
Company since April 2000. From November 1998 to March 2000, Mr. Maguire served
as Vice President, Commissary Operations for the Company, which included service
as Vice President, Commissary Operations for Panera, Inc. from November 1998 to
May 1999. From January 1990 to October 1998, Mr. Maguire was successively
Manager, Director and Vice President of Commissary Operations for the Au Bon
Pain and Panera Bread/Saint Louis Bread divisions of the Company.

THOMAS A. PANNULLO, Vice President, Company Store Operations for the Company
since March 2000. Mr. Pannullo has been in the restaurant business for over
25 years. Between March 1998 and March 2000, Mr. Pannullo was Division President
at Golden Corral. From November 1996 to March 1998, Mr. Pannullo was Chief
Operating Officer with Boston Market in the New York area. Prior to that,
Mr. Pannullo spent 19 years with Red Lobster holding various positions in
Operations, Human Resources, and Purchasing, and finally serving as Senior Vice
President of Operations.

DIANE L. PARSONS-SALEM, Vice President, General Counsel for the Company
since April 2001. From August 1998 to March 2001, Ms. Parsons-Salem served as
Vice President, Americas Counsel for NACCO Materials Handling Group, Inc. From
April 1987 to November 1997, Ms. Parsons-Salem held various positions in
Hardee's Food Systems, Inc., finally serving as Vice President and Deputy
General Counsel.

KENNETH E. PUZDER, Vice President, Accounting Operations and Controller for
the Company since October 2000. From April 1998 to October 2000, Mr. Puzder
served as Vice President of the Lindner Funds. From November 1996 to
April 1998, he served as Audit Manager for KPMG Peat Marwick.

LAWRENCE A. RUSINKO, Vice President, Marketing for the Company since
April 1997, which includes service as Vice President, Marketing for
Panera, Inc. from April 1997 to May 1999. Between May 1995 and March 1997,
Mr. Rusinko was the Director of Marketing for Panera, Inc. Between January 1994
and April 1995, Mr. Rusinko was Manager of Creative Services for Taco Bell Corp.

EXECUTIVE COMPENSATION

COMPENSATION TABLE

The following tables set forth information concerning the compensation paid
or accrued by the Company during the fiscal years ended December 26, 1998,
December 25, 1999, and December 30, 2000 to or for the Company's Chief Executive
Officer and its four other most highly compensated executive officers whose
salary and bonus combined exceeded $100,000 for fiscal year 2000 (hereinafter
referred to as the "named executive officers").

SUMMARY COMPENSATION TABLE

LONG TERM
ANNUAL COMPENSATION COMPENSATION
----------------------------------------- ------------
SECURITIES
OTHER ANNUAL UNDERLYING
NAME AND PRINCIPAL POSITION(S) YEAR SALARY ($) COMPENSATION ($) BONUS ($) OPTIONS (#)
- ------------------------------ -------- ---------- ---------------- --------- ------------

Ronald M. Shaich ...................... 2000 325,002 100,936(a) 100,000 --
Chairman and Chief Executive Officer 1999 325,000 -- -- --
1998 250,000 -- -- --

Richard C. Postle ..................... 2000 323,396 11,922(b) 100,000 --
President and Chief Operating Officer 1999 314,151 -- 46,575 108,178
1998 316,098 -- -- 100,000

William W. Moreton (c) ................ 2000 286,418 9,784(d) 100,000 --
Senior Vice President and Chief 1999 274,993 -- 41,250 --
Financial Officer 1998 52,885 -- -- 150,000

Michael J. Kupstas .................... 2000 166,886 8,343(e) 51,125 --
Vice President, Franchising and Brand 1999 160,231 -- 20,029 --
Communication 1998 160,281 -- -- 45,000

Thomas R. Howley ...................... 2000 156,231 8,722(f) 29,839 15,000
Vice President, Construction and 1999 145,770 -- 15,000 --
Design 1998 117,261 -- 48,452 12,000

- ------------------------

(a) Other Annual Compensation for Mr. Shaich consisted of: (i) personal use of a
Company apartment ($86,183), (ii) payments for an automobile lease ($9,218),
(iii) payment of term life insurance premiums ($1,260), and (iv) matching
payments on contributions to the Company's 401(k) Plan ($4,275).

(b) Other Annual Compensation for Mr. Postle consisted of: (i) a car allowance
($5,000), (ii) payment of term life insurance premiums ($1,932), and
(iii) matching payments on contributions to the Company's 401(k) Plan
($4,990).

(d) Other Annual Compensation for Mr. Moreton consisted of: (i) a car allowance
($5,000), (ii) reimbursement of club dues ($2,900), (iii) payment of term
life insurance premiums ($840), and (iv) matching payments on contributions
to the Company's 401(k) Plan ($1,044).

(e) Other Annual Compensation for Mr. Kupstas consisted of: (i) a car allowance
($5,000), (ii) payment of term life insurance premiums ($540), and
(iii) matching payments on contributions to the Company's 401(k) Plan
($2,803).

(f) Other Annual Compensation for Mr. Howley consisted of: (i) a car allowance
($5,000), (ii) payment of term life insurance premiums ($1,154), and
(iii) matching payments on contributions to the Company's 401(k) Plan
($2,568).

OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information regarding each stock option
granted during fiscal year 2000 to each of the named executive officers.

AGGREGATED OPTION GRANTS IN LAST FISCAL YEAR

POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT ASSUMED
-------------------------------------------------------- ANNUAL RATES
NUMBER OF PERCENT OF OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM ($)*
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME GRANTED (#) FISCAL YEAR (%) ($/SHARE) DATE 5% 10%
- ---- ----------- --------------- ----------- ---------- --------- ---------

Ronald M. Shaich................ -- -- -- -- -- --
Richard C. Postle............... -- -- -- -- -- --
William W. Moreton.............. -- -- -- -- -- --
Michael J. Kupstas.............. -- -- -- -- -- --
Thomas R. Howley (1)............ 15,000 5.3% $9.69 06/09/07 $59,160 $137,868

- ------------------------

* The dollar amounts in these columns are the result of calculations at stock
appreciation rates specified by the Securities and Exchange Commission and
are not intended to forecast actual future appreciation rates of the
Company's stock price.

(1) Options to purchase Class A Common Stock were awarded on June 9, 2000 under
the 1992 Equity Incentive Plan. The options are exercisable in four
(4) annual installments of 25% per year beginning June 9, 2002.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table provides information regarding the exercises of options
by each of the named executive officers during the 2000 fiscal year. In
addition, this table includes the number of shares covered by both exercisable
and unexercisable stock options as of December 30, 2000 and the values of
"in-the-money" options, which values represent the positive spread between the
exercise price of any such option and the fiscal year-end value of the Class A
Common Stock.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FY-END (#) AT FISCAL YEAR END ($)(1)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ------------ ------------ ------------------------- -------------------------

Ronald M. Shaich............. -- -- 677,330/0 10,453,287/0
Richard C. Postle............ -- -- 101,822/198,178 1,624,081/3,217,440
William W. Moreton........... 37,500 477,938 0/112,500 0/1,848,713
Michael J. Kupstas........... 8,625 142,269 15,250/40,625 246,123/660,954
Thomas R. Howley............. -- -- 23,440/23,855 532,804/313,052

- ------------------------

(1) Based upon a fair market value of $22.813 per share of Class A Common Stock,
which was the closing price of a share of Class A Common Stock on the Nasdaq
National Market on December 30, 2000.

EXECUTIVE OFFICER COMPENSATION

The Company's Chief Executive Officer is responsible for establishing the
compensation, including salary, bonus and incentive compensation, for all of the
Company's executive officers other than the Chief Executive Officer and Chairman
of the Board.

PHILOSOPHY

In compensating the Company's executive officers, the Chief Executive
Officer seeks to structure a salary, bonus and incentive compensation package
that will help attract and retain talented individuals and align the interests
of the executive officers with the interests of the Company's stockholders.

COMPONENTS OF COMPENSATION

There are two components to the compensation of the Company's executive
officers: annual cash compensation (consisting of salary and bonus incentives)
and long-term incentive compensation.

ANNUAL CASH COMPENSATION. The Company participates annually in an
industry-specific survey of executive officers, which serves as the basis for
determining total target cash compensation packages, which are crafted
individually for each executive officer. The individual's compensation consists
of a base salary and contingent compensation based on actual performance against
agreed to expectations of performance. The individual compensation packages are
structured so that, if the executive officer attains the expected level of
achievement of each performance goal, the cash compensation of the executive
officer will be approximately at the 75th percentile of the compensation of
individuals occupying similar positions in the industry, using generally
available surveys of executive compensation within the retail industry for
companies with comparable revenues.

At the beginning of each fiscal year, the Chief Executive Officer and each
executive officer establish a series of individual performance goals which are
specific to the executive's responsibilities. These goals seek to measure
performance of each executive officer's job responsibilities: for executive
officers whose responsibilities are operational in nature, attainment of
operating group goals and objectives is stressed, and for corporate staff
officers, overall Company performance measured by earnings per share growth is
utilized. Historically, the maximum cash bonus for the Company's executive
officers, as a percentage of base salary, has ranged from 20% to 60%. In the
future, the maximum potential cash bonus may exceed 60% of an executive
officer's base salary based on, among other things, the performance of the
executive officer and/or the Company during the applicable year.

Thus, the Company's cash compensation practices seek to motivate executives
by requiring excellent performance measured against both internal goals and
competitive performance.

LONG-TERM INCENTIVE COMPENSATION. The second element of executive
compensation is long-term incentive compensation, which currently takes the form
of stock options granted under the Company's 1992 Equity Incentive Plan.
Currently, stock options are granted under the Performance-Based Option program,
which consists of a series of guidelines which provide for the periodic granting
of specific amounts of stock options, denominated in dollars rather than in
numbers of shares, depending upon the executive's position within the Company.
Existing holdings of stock or stock options are not a factor in determining the
dollar value of an individual executive officer's award.

As often as seems appropriate, but at least annually, the Chief Executive
Officer reviews the Company's executive compensation program to judge its
consistency with the Company's compensation philosophy, whether it supports the
Company's strategic and financial objectives, and whether it is competitive
within the Company's industry.

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE

This report is made by the Compensation and Stock Option Committee (the
"Compensation Committee") of the Board of Directors, the committee which is
responsible for establishing the compensation, including base salary and
incentive compensation, for the Company's Chairman of the Board and Chief
Executive Officer, Ronald M. Shaich.

PHILOSOPHY

The Compensation Committee seeks to set the compensation of the Company's
Chief Executive Officer and Chairman at a level which is competitive with
companies of similar size in the Company's industry. Mr. Shaich has the overall
responsibility of Chairman of the Board of Directors and Chief Executive
Officer. The Compensation Committee examined compensation structures for the
chief executive officer of companies in the restaurant industry using generally
available source material from business periodicals and other sources, and
sought to structure the Chairman and Chief Executive Officer's compensation at a
competitive level appropriate to the comparable companies' group. The companies
that were examined for purposes of evaluating and setting compensation of the
Chairman and Chief Executive Officer are not necessarily included in the
"Standard & Poor's 400--MidCap Restaurant Index" used in the Stock Performance
Graph set forth under "Stock Performance" below.

COMPENSATION STRUCTURE

The compensation of the Chairman and Chief Executive Officer is structured
to be competitive within the Company's industry and is based upon the general
performance of the Company, and is reviewed annually by the Committee.

COMPONENTS OF COMPENSATION

SALARY. The salary shown in the Summary Compensation Table represents the
fixed portion of compensation for the Chairman and Chief Executive Officer for
the year. Changes in salary depend upon overall Company performance as well as
levels of base salary paid by companies of similar size in the Company's
industry.

BONUS. The cash bonus is the principal incentive-based compensation paid
annually to the Chairman and Chief Executive Officer. The Chairman and Chief
Executive Officer receives a bonus in a predetermined amount if the Company
achieves its financial and strategic objectives for the fiscal year. A higher
bonus is paid if the Company exceeds these objectives by a predetermined
percentage. In determining the bonus amount, the Compensation Committee seeks to
create an overall compensation package for the

Chairman and Chief Executive Officer which is at the mid-point for comparable
companies in the restaurant industry. For the fiscal year ended December 30,
2000, the Board awarded Mr. Shaich a bonus of $100,000.

The Chairman and Chief Executive Officer may elect to take the bonus in the
form of 10-year, fully vested stock options for that number of shares of the
Company's Class A Common Stock that could be purchased with an amount equal to
two times the cash value of his bonus. The exercise price of the option would be
equal to the fair market value of the Company's Class A Common Stock on the date
of grant.

STOCK OPTIONS. Mr. Shaich does not participate in either the
Performance-Based Option Program under the Company's 1992 Equity Incentive Plan
or the 1992 Employee Stock Purchase Plan.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

The Compensation Committee has reviewed the potential consequences for the
Company of Section 162(m) of the Code, which imposes a limit on tax deductions
for annual compensation in excess of one million dollars paid to any of the five
most highly compensated executive officers. Based on such review, the
Compensation Committee believes that the limitation will have no effect on the
Company in fiscal year 2001.

Respectfully submitted,

GEORGE E. KANE
DOMENIC COLASACCO
ROBERT T. GIAIMO
Compensation Committee

EMPLOYMENT ARRANGEMENTS

RICHARD C. POSTLE. The Company and Richard C. Postle are parties to an
Executive Employment Agreement dated September 1, 1995, which provides
Mr. Postle with a base annual salary of $300,000 for a two-year period. The
Agreement automatically renews for additional one-year periods unless either
party gives notice of his or its intent not to renew the Agreement at least 26
weeks prior to its expiration. In the event that the Company gives notice of its
intent not to renew the Agreement, Mr. Postle will be entitled to his base
salary, car allowance (if any) and other benefits for 26 weeks, such payments to
be reduced dollar for dollar by any compensation and benefits received by
Mr. Postle from other sources. In the event the Company chooses to terminate
Mr. Postle's employment without cause, it may do so by giving Mr. Postle
30 days' written notice. In the event of a termination without cause,
Mr. Postle would be entitled to one year's severance.

WILLIAM W. MORETON. The Company and William W. Moreton are parties to an
Executive Employment Letter Agreement dated September 29, 1998, which provides
Mr. Moreton with a base salary of $275,000, a bonus of $25,000 based on
continued employment that was paid in March 2000, 150,000 stock options vesting
over five years and a relocation assistance package. The Letter Agreement also
provides that under the terms of a separate severance agreement, in the event of
an involuntary termination of Mr. Moreton's employment without cause,
Mr. Moreton will be entitled to continue to receive his base salary, car
allowance and medical and/or dental benefits for a period of up to twelve
months, such payments to be reduced by any compensation received by Mr. Moreton
in connection with any future employment during such twelve month period.

MICHAEL J. KUPSTAS. The Company and Michael J. Kupstas are parties to an
Executive Employment Letter Agreement dated December 22, 1995, which provides
Mr. Kupstas with a base salary of $150,000, a right to participate in the
Company's performance compensation program with a guaranteed minimum bonus under
the plan of 20% of his fiscal 1996 annual salary, subject to continued
employment, 11,500 stock options subject to the discretion of the Company's
Board of Directors, reimbursement of one year of COBRA expenses and a relocation
assistance package. The Letter Agreement also provides that under the terms of a
separate severance agreement, in the event of an involuntary termination of
Mr. Kupstas' employment without cause, Mr. Kupstas will be entitled to continue
to receive his base salary, car allowance and medical and/or dental benefits for
a period of up to twelve months, such payments to be reduced by any compensation
received by Mr. Kupstas in connection with any future employment during such
twelve month period.

THOMAS R. HOWLEY. The Company and Thomas R. Howley are parties to an
Executive Employment Agreement dated December 13, 1996 and an Amendment thereto
dated November 17, 1999. The Agreement, as amended, provides Mr. Howley with a
base salary of $150,000, the right to participate in the Company's performance
compensation program and a $5,000 per year car allowance. Under the Agreement,
as amended, all of Mr. Howley's nonqualified stock options held on May 15, 1999,
the effective date of the sale of the Company's Au Bon Pain Division, vested and
became immediately exercisable. The Company further agreed to use its best
efforts to replace in the future any options held by Mr. Howley, upon their
expiration, with new options. The Agreement, as amended, further provides that
in the event of an involuntary termination of Mr. Howley's employment without
cause, Mr. Howley will be entitled to continue to receive his base salary, car
allowance and medical and/or dental benefits for a period of up to six months,
such payments to be reduced by any compensation received by Mr. Howley in
connection with any future employment during such one year period.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors, which consists of three
independent directors and operates under a written charter adopted by the Board
of Directors, has furnished the following report:

The Audit Committee assists the Board in overseeing and monitoring the
integrity of the Company's financial reporting process, its compliance with
legal and regulatory requirements and the quality of its internal and external
audit processes. The role and responsibilities of the Audit Committee are set
forth in a written charter adopted by the Board, which is attached as
Appendix A to this proxy statement. The Audit Committee reviews and reassesses
the charter annually and recommends any changes to the Board for approval. The
Audit Committee is responsible for overseeing the Company's overall financial
reporting process. In fulfilling its responsibilities for the financial
statements for fiscal year 2000, the Audit Committee took the following actions:

- Reviewed and discussed the audited financial statements for the fiscal
year ended December 30, 2000 with management and
PricewaterhouseCoopers LLP ("PWC"), the Company's independent public
accountants;

- Discussed with PWC the matters required to be discussed by Statement on
Auditing Standards No. 61 relating to the conduct of the audit; and

- Received written disclosures and the letter from PWC regarding its
independence as required by Independence Standards Board Standard No. 1.
The Audit Committee discussed with PWC their independence. The Audit
Committee also considered the status of pending litigation, taxation
matters and other areas of oversight relating to the financial reporting
and audit process that the Committee determined appropriate.

Based on the Audit Committee's review of the audited financial statements
and discussions with management and PWC, the Audit Committee recommended to the
Board that the audited financial statements be included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 30, 2000 for filing with
the Securities and Exchange Commission.

Respectfully submitted,

GEORGE E. KANE
DOMENIC COLASACCO
ROBERT T. GIAIMO
Audit Committee

COMPARISON OF CUMULATIVE TOTAL RETURN
(ASSUMES $100 INVESTMENT ON DECEMBER 30, 1995)

The following graph and chart compare the cumulative annual stockholder
return on the Company's Class A Common Stock over the period commencing
December 30, 1995, and continuing through December 30, 2000, to that of the
total return index for The Nasdaq Composite Index and the Standard & Poor's
MidCap Restaurants Index, assuming the investment of $100 on December 30, 1995.
In calculating total annual stockholder return, reinvestment of dividends is
assumed. The stock performance graph and chart below are not necessarily
indicative of future price performance. This graph is not "soliciting material,"
is not deemed filed with the Securities and Exchange Commission (the
"Commission") and is not to be incorporated by reference in any filing of the
Company under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, whether made before or after the date hereof and
irrespective of any general incorporation language in any such filing.
Information used on the graph was obtained from Media General Financial
Services, a source believed to be reliable, but the Company disclaims any
responsibility for any errors or omissions in such information.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

PANERA BREAD COMPANY S&P MIDCAP RESTAURANTS(1) NASDAQ COMPOSITE(1)

12/30/95 $100.00 $100.00 $100.00
12/28/96 $81.09 $95.56 $122.71
12/27/97 $96.97 $104.47 $149.25
12/26/98 $77.33 $127.83 $208.40
12/25/99 $94.67 $107.50 $386.77
12/30/00 $276.48 $153.55 $234.81

12/30/95 12/28/96 12/27/97 12/26/98 12/25/99 12/30/00
-------- -------- -------- -------- -------- --------

Panera Bread Company......................... $100.00 $ 81.09 $ 96.97 $ 77.33 $ 94.67 $276.48

S&P MidCap Restaurants (1)................... $100.00 $ 95.56 $104.47 $127.83 $107.50 $153.55

Nasdaq Composite (1)......................... $100.00 $122.71 $149.25 $208.40 $386.77 $234.81

- ------------------------

(1) For the S&P Midcap Restaurants Index and the Nasdaq Composite Index, the
total return to stockholders is based on the values of such indices as of
the last trading day of the relevant calendar year, which may be different
from the end of the Company's fiscal year.

OWNERSHIP OF PANERA BREAD COMPANY COMMON STOCK

The following table sets forth certain information as of March 2, 2001, with
respect to the Company's Class A and Class B Common Stock owned by (1) each
Director and Director Nominee of the Company, (2) the named executive officers
in the Summary Compensation Table, (3) all Directors, Director Nominees and
executive officers of the Company as a group, and (4) each person who is known
by the Company to beneficially own more than five percent of any class of the
Company's capital stock. In accordance with the rules promulgated by the
Commission, such ownership includes shares presently owned, as well as shares
that the named person has the right to acquire within 60 days of March 2, 2001,
including, but not limited to, shares that the named person has the right to
acquire through the exercise of any option or warrant. Unless otherwise
indicated in the footnotes to the table, all stock is owned of record and
beneficially by the persons listed in the table.

CLASS A COMMON CLASS B COMMON
NAME AND, WITH RESPECT TO ----------------------- ----------------------- COMBINED VOTING
OWNER OF MORE THAN 5%, ADDRESS NUMBER PERCENT (1) NUMBER PERCENT (2) PERCENTAGE (3)
- -------------------------------------- --------- ----------- --------- ----------- ---------------

Ronald M. Shaich ..................... 679,471(4) 5.32% 1,262,647(4) 85.3% 25.9%
c/o Panera Bread Company
6710 Clayton Road
Richmond Heights, MO 63117

George E. Kane........................ 20,000(5) * 20,000 1.4% *

Domenic Colasacco..................... 7,131(6) * -- -- *

Robert T. Giaimo...................... 7,131(6) * -- -- *

Larry J. Franklin..................... -- -- -- -- --

Richard C. Postle..................... 141,367(7) 1.2% -- -- *

William W. Moreton.................... -- -- -- -- --

Michael J. Kupstas.................... 21,720(8) * -- -- *

Thomas R. Howley...................... 27,009(9) * -- -- *

All Directors, the Director Nominee
and executive officers as a group
(9 persons)......................... 903,829(10) 6.8% 1,282,647 86.6% 27.3%

Brown Capital Management, Inc. ....... 2,136,650(11) 17.7% -- -- 12.9%
1201 N. Calvert Street
Baltimore, MD 21201

Merrill Lynch & Co., Inc. ............ 1,166,500(12) 9.6% -- -- 7.1%
Merrill Lynch Asset Management Group
Merrill Lynch Special Value
Fund, Inc.
800 Scudders Mill Road
Plainsboro, NJ 08536

Dimensional Fund Advisors Inc. ....... 812,500(13) 6.7% -- -- 4.9%
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401

- --------------------------

* Less than one percent.

(1) Percentage ownership of Class A Common Stock is based on 12,105,753 shares
issued and outstanding plus shares of Class A Common Stock subject to
options exercisable within 60 days of March 2, 2001 held by the stockholder
or group.

(2) Percentage ownership of Class B Common Stock is based on 1,480,560 shares
issued and outstanding as of March 2, 2001.

(3) This column represents voting power rather than percentage of equity
interest as each share of Class A Common Stock is entitled to one vote
while each share of Class B Common Stock is entitled to three votes.
Combined, the Class A Common Stock (12,105,753 votes) and the Class B
Common Stock (4,441,680 votes) entitle their holders to an aggregate of
16,547,433 votes as of March 2, 2001.

(4) Includes, (i) with respect the Class A Common Stock, options exercisable
within 60 days of March 2, 2001 for 677,330 shares of Class A Common Stock,
and (ii) with respect to the Class B Common Stock, 100,000 shares of
Class B Common Stock held in the Ronald M. Shaich Qualified Annuity
Interest Trust.

(5) Consists of options for 20,000 shares of Class A Common Stock exercisable
within 60 days of March 2, 2001, issued pursuant to the Directors' Plan.

(6) Consists of options for 7,131 shares of Class A Common Stock exercisable
within 60 days of March 2, 2001, issued pursuant to the Directors' Plan.

(7) Includes options for 101,822 shares of Class A Common Stock exercisable
within 60 days of March 2, 2001.

(8) Includes options for 18,125 shares of Class A Common Stock exercisable
within 60 days of March 2, 2001.

(9) Includes options for 23,440 shares of Class A Common Stock exercisable
within 60 days of March 2, 2001.

(10) Includes options for 854,979 shares of Class A Common Stock exercisable
within 60 days of March 2, 2001.

(11) All of the shares of Class A Common Stock are owned by various investment
advisory clients of Brown Capital Management, Inc. ("Brown"), which is
deemed to be a beneficial owner of those shares pursuant to Rule 13d-3
under the Securities Exchange Act of 1934, due to Brown's discretionary
power to make investment decisions over such shares for its clients and
Brown's ability to vote such shares. In all cases, persons other than
Investment Counselors of Maryland, Inc. have the right to receive, or the
power to direct the receipt of, dividends from, or the proceeds from the
sale of the shares. No individual client holds more than five percent of
the class. Information regarding beneficial ownership of Brown's shares
has been obtained solely from the Schedule 13G, Amendment No. 2 filed with
the Commission on February 15, 2001.

(12) Merrill Lynch Investment Managers ("MLIM") of ML&Co. is comprised of the
following legal entities: Merrill Lynch Investment Managers, L.P.
("MLIMLP"), doing business as Merrill Lynch Investment Managers; QA
Advisers, LLC ("QA") doing business as Merrill Lynch Investment Managers
Quantitative Advisers; Fund Asset Management, L.P., doing business as Fund
Asset Management ("FAM"); Merrill Lynch Asset Management U.K. Limited
("MLAM UK"); Merrill Lynch (Suisse) Investment Management Limited ("MLS");
Merrill Lynch Investment Managers International Limited ("MLIMI"); Merrill
Lynch Investment Managers, Ltd. Merrill Lynch Investment Managers (Asia
Pacific Limited); Merrill Lynch Investment Managers Limited (Australia);
Merrill Lynch Investment Managers (Isle of Man) Limited; Merrill Lynch
Investment Managers Asia Limited; Merrill Lynch Investment Managers
Kapitalanlagegesellschaft MBH; Munich London Investment Management, Ltd.;
Merrill Lynch Investment Managers Ltda.; Merrill Lynch Investment Managers
Japan Limited; Merrill Lynch Investment Managers Canada, Inc.; DSP Merrill
Lynch Asset Management(India) Limited; PT Merrill Lynch Indonesia; Merrill
Lynch Phatra Securities Co., Ltd.; Merrill Lynch Global Asset Management,
Limited; Merrill Lynch Investment Managers Channel Islands Limited;
Mercury Asset Management International Channel Islands Limited ("MAMCI");
Grosvenor Venture Managers Limited; and Merrill Lynch Fund Managers
Limited. Each of MLIM LP, FAM, MLAM UK, MAMCI, QA, MLS, and MLIMI is an

investment adviser registered under Section 203 of the Investment Advisers
Act of 1940, which acts as investment adviser operating under the laws of
a jurisdiction other than the United States. The investment advisers that
comprise MLIM exercise voting and investment powers over portfolio
securities independently from other direct and indirect subsidiaries of
ML&Co. Information regarding beneficial ownership of ML & Co.'s shares of
Class A Common Stock has been obtained solely from the joint
Schedule 13G, Amendment No. 4 filed with the Commission on February 7,
2001.

(13) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment manager to
certain other investment vehicles, including commingled group trusts
(these investment companies and investment vehicles collectively are
referred to as the "Portfolios"). In its role as investment advisor and
investment manager, Dimensional possessed both investment and voting power
over 812,500 shares of Class A Common Stock as of February 2, 2001. The
Portfolios own all of such shares of Class A Comon Stock, and Dimensional
disclaims beneficial ownership of such shares. Information regarding
beneficial ownership of Dimensional's shares has been obtained solely from
the Schedule 13G filed with the Commission on February 2, 2001.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On July 9, 1999, the Company and Boulder Bakery-Cafe L.L.C. ("BBC-LLC")
entered into a Franchise Agreement pursuant to which BBC-LLC agreed to open and
operate 10 franchised bakery-cafe locations in the Boulder, Colorado area by
June 30, 2004. The member and 100% owner of BBC-LLC is David E. Postle, the
brother of Richard C. Postle, who is the Company's President and Chief Operating
Officer. The Company receives $30,000 per bakery-cafe opened by BBC-LLC and 5%
of sales as a royalty. During the fiscal year ended December 30, 2000, the
Company received royalties and franchise store opening fees in the aggregate
amount of approximately $85,000 from BBC-LLC.

On December 23, 1999, the Company and Lee C. Howley entered into a Franchise
Agreement pursuant to which Mr. Howley agreed to open and operate 20 franchised
bakery-cafe locations in the states of Rhode Island, Connecticut and
Massachusetts by May 31, 2007. Lee C. Howley is the brother of Thomas R. Howley,
who is the Company's Vice President of Construction and Design. The Company
receives $30,000 per bakery-cafe opened by Lee C. Howley and 5% of sales as a
royalty. During the fiscal year ended December 30, 2000, the Company received
royalties and franchise store opening fees in the aggregate amount of
approximately $60,000 from Lee Howley.

Each of the foregoing transactions are on terms no less favorable to the
Company than those that could have been obtained from third parties in
agreements negotiated at arm's length.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's Directors,
executive officers and beneficial owners of more than 10% of the Company's
Common Stock to file reports of ownership and changes of ownership with the
Commission on Forms 3, 4 and 5. The Company believes that during the fiscal year
ended December 30, 2000 its Directors, executive officers and beneficial owners
of more than 10% of the Company's Common Stock complied with all applicable
filing requirements. In making these disclosures, the Company has relied solely
on a review of copies of such reports filed with the Commission and furnished to
the Company and written representations that no other reports were required.

ELECTION OF DIRECTORS
(PROPOSAL 1 ON PROXY CARD)

The Company's Certificate of Incorporation provides for a classified Board
of Directors, in which the Board of Directors is divided into three classes,
with each class having as nearly as possible an equal number of Directors. The
terms of service of each class of Directors is staggered so that the term of one
class expires at each annual meeting of the stockholders.

Nominee George E. Kane is a current Director whose term will expire at the
upcoming meeting. Nominee Larry J. Franklin is nominated to serve his first term
as a Director of the Company. Both are nominated for election as Class III
Directors with a term which will end in 2004.

Unless otherwise instructed in the proxy, all proxies will be voted for the
election of the nominees identified above to a three-year term expiring in 2004,
such nominees to hold office until their successors have been duly elected and
qualified. Stockholders who do not wish their shares to be voted for a
particular nominee may so indicate by striking out the name(s) of the nominee(s)
on the proxy card. Management does not contemplate that a nominee will be unable
to serve, but in that event, proxies solicited hereby will be voted for the
election of another person to be designated by the Board of Directors.

A plurality of the combined voting power of the shares of Class A and
Class B Common Stock voted in person or represented by proxy at the meeting is
required to elect each nominee as a Director.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
"FOR" THE NOMINEES GEORGE E. KANE AND LARRY J. FRANKLIN,
AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED
IN FAVOR THEREOF UNLESS A STOCKHOLDER
HAS INDICATED OTHERWISE ON THE PROXY.

ADOPTION OF THE COMPANY'S
2001 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN
AND THE RESERVATION OF 1,000,000 SHARES OF
CLASS A COMMON STOCK FOR STOCK OPTIONS
WHICH MAY BE GRANTED UNDER THE 2001 PLAN
(PROPOSAL 2 ON PROXY CARD)

GENERAL

The Company's 2001 Employee, Director and Consultant Stock Option Plan (the
"2001 Plan") was adopted by the Company's Board of Directors on March 20, 2001
with 1,000,000 shares of Class A Common Stock reserved for issuance under the
2001 Plan. The 2001 Plan, which is attached to this proxy statement as
Appendix B, provides for the grant of incentive stock options to employees and
the grant of non-qualified stock options to employees, Directors and consultants
of the Company on such terms and conditions as may be determined by the
Compensation Committee of the Board of Directors, including the determination of
which employees, Directors and consultants are to receive grants of options,
exercise price, number of shares and exercisability under the 2001 Plan. Under
the 2001 Plan, incentive options must be granted with exercise prices of no less
than the fair market value of the Class A Common Stock on the date of grant. The
2001 Plan is being submitted for stockholder approval at the Annual Meeting of
Stockholders to ensure qualification of the 2001 Plan under (i) Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"), relating to
deductibility by the Company of compensation to certain executives in excess of
$1 million per year, (ii) Section 422 of the Code, relating to the ability of
options granted under the 2001 Plan to be incentive stock options, and
(iii) Nasdaq rules. The Board believes that the adoption of the 2001 Plan is
advisable to give the Company the flexibility needed to attract, retain and
motivate employees, Directors and consultants.

MATERIAL FEATURES OF THE 2001 PLAN

The purpose of the 2001 Plan is to attract, retain and motivate employees,
Directors and consultants through the issuance of stock options and to encourage
ownership of shares of Class A Common Stock by employees, Directors and
consultants of the Company. The 2001 Plan is administered by the Compensation
Committee. Subject to the provisions of the 2001 Plan, the Compensation
Committee determines the persons to whom options will be granted, the number of
shares to be covered by each option and the terms and conditions upon which an
option may be granted, and has the authority to administer the provisions of the
2001 Plan. All employees, Directors and consultants of the Company and its
affiliates (as of April 30, 2001, approximately 150 employees, 5 Directors and 5
consultants) are eligible to participate in the 2001 Plan.

Options granted under the 2001 Plan may be either (i) options intended to
qualify as "incentive stock options" under Section 422 of the Code, or
(ii) non-qualified stock options. Incentive stock options may be granted under
the 2001 Plan to employees of the Company and its affiliates. In the event of
the optionholder's termination for cause, all outstanding and unexercised
options are forfeited. Non-qualified stock options may be granted to
consultants, Directors and employees of the Company and its affiliates.

The aggregate fair market value (determined at the time of grant) of shares
issuable pursuant to incentive stock options which become exercisable in any
calendar year under any incentive stock option plan of the Company by an
employee may not exceed $100,000. Incentive stock options granted under the 2001
Plan may not be granted at a price less than the fair market value of the
Class A Common Stock on the date of grant, or 110% of fair market value in the
case of employees holding 10% or more of the voting stock of the Company.
Incentive stock options granted under the 2001 Plan expire not more than seven
years from the date of grant, or not more than five years from the date of grant
in the case of incentive stock options granted to an employee holding 10% or
more of the voting stock of the Company. An option

granted under the 2001 Plan is exercisable, during the optionholder's lifetime,
only by the optionholder and is not transferable by him or her except by will or
by the laws of descent and distribution.

An incentive stock option granted under the 2001 Plan may, at the
Compensation Committee's discretion, be exercised after the termination of the
optionholder's employment with the Company (other than by reason of death,
disability or termination for cause as defined in the 2001 Plan) to the extent
exercisable on the date of such termination, at any time prior to the earlier of
the option's specified expiration date or three (3) months after such
termination. In granting any non-qualified stock option, the Compensation
Committee may specify that such non-qualified stock option shall be subject to
such termination or cancellation provisions as the Compensation Committee shall
determine. In the event of the optionholder's death or disability, both
incentive stock options and non-qualified stock options may be exercised, to the
extent exercisable on the date of death or disability (plus a pro rata portion
of the option if the option vests periodically), by the optionholder or the
optionholder's survivors at any time prior to the earlier of the option's
specified expiration date or one year from the date of the optionholder's death
or disability. In the event of the optionholder's termination for cause, all
outstanding and unexercised options are forfeited.

If (i) the shares of Class A Common Stock shall be subdivided or combined
into a greater or smaller number of shares or if the Company shall issue any
shares of Class A Common Stock as a stock dividend on its outstanding Class A
Common Stock, or (ii) additional shares or new or different shares or other
securities of the Company or other non-cash assets are distributed with respect
to such shares of Class A Common Stock, the number of shares of Class A Common
Stock deliverable upon the exercise of an option granted under the 2001 Plan may
be appropriately increased or decreased proportionately, and appropriate
adjustments may be made in the purchase price per share to reflect such events.
If the Company is to be consolidated with or acquired by another entity in a
merger, sale of all or substantially all of the Company's assets or otherwise
(an "Acquisition"), the Compensation Committee or the Board of Directors of any
entity assuming the obligations of the Company under the 2001 Plan (the
"Successor Board"), shall, as to outstanding options under the 2001 Plan either
(i) make appropriate provision for the continuation of such options by
substituting on an equitable basis for the shares then subject to such options
the consideration payable with respect to the outstanding shares of Class A
Common Stock in connection with the Acquisition or securities of the successor
or acquiring entity; or (ii) upon written notice to the participants, provide
that all options must be exercised (either to the extent then exercisable or, at
the discretion of the Compensation Committee, all options being made fully
exercisable for purposes of such transaction) within a specified number of days
of the date of such notice, at the end of which period the options shall
terminate; or (iii) terminate all options in exchange for a cash payment equal
to the excess of the fair market value of the shares subject to each such option
(either to the extent then exercisable or, at the discretion of the Compensation
Committee, all options being made fully exercisable for purposes of such
transaction) over the exercise price thereof. In the event of a recapitalization
or reorganization of the Company (other than an Acquisition) pursuant to which
securities of the Company or of another corporation are issued with respect to
the outstanding shares of Class A Common Stock, an optionholder upon exercising
an option under the 2001 Plan, shall be entitled to receive for the purchase
price paid upon such exercise the securities which would have been received if
such option had been exercised prior to such recapitalization or reorganization.

The 2001 Plan may be amended by the stockholders of the Company. The 2001
Plan may also be amended by the Board of Directors or the Compensation
Committee, provided that any amendment approved by the Board of Directors or the
Compensation Committee which is of a scope that requires stockholder approval in
order to ensure favorable federal income tax treatment for any incentive stock
options under Code Section 422 is subject to obtaining such stockholder
approval.

On April 20, 2001, the closing market price per share of the Company's
Class A Common Stock was $29.08, as reported on the Nasdaq National Market.

FEDERAL INCOME TAX CONSIDERATIONS

Options granted under the 2001 Plan may be either incentive stock options,
or ISOs, which satisfy the requirements of Section 422 of the Internal Revenue
Code or non-qualified stock options, or NQSOs, which are not intended to meet
such requirements. The federal income tax treatment for the two types of options
differs as follows:

ISOS. No taxable income is recognized by the optionee at the time of
the option grant, and no taxable income is generally recognized at the time
the option is exercised. The optionee will, however, recognize taxable
income in the year in which the purchased shares are sold or otherwise made
the subject of a taxable disposition. For federal tax purposes, dispositions
are divided into two categories: qualifying and disqualifying. A qualifying
disposition occurs if the sale or other disposition is made after the
optionee has held the shares for more than two years after the option grant
date and more than one year after the exercise date. If either of these two
holding periods is not satisfied, then a disqualifying disposition will
result.

Upon a qualifying disposition of the shares, the optionee will recognize
long-term capital gain in an amount equal to the excess of the amount
realized upon the sale or other disposition of the purchased shares over the
exercise price paid for those shares. If there is a disqualifying
disposition of the shares, then the excess of the fair market value of the
shares on the exercise date (or the amount realized on a disqualifying sale,
if less) over the exercise price paid for those shares will be taxable as
ordinary income to the optionee; any additional gain or loss recognized upon
the disposition will be taxable as a capital gain or loss.

NON-QUALIFIED STOCK OPTIONS. No taxable income is recognized by an
optionee upon the grant of a non-qualified stock option. The optionee will
in general recognize ordinary income, in the year in which the option is
exercised, equal to the excess of the fair market value of the purchased
shares on the exercise date over the exercise price paid for the shares, and
the optionee will be required to satisfy the tax withholding requirements
applicable to such income.

The Company will generally be entitled to an income tax deduction equal to
the amount of ordinary income recognized by the optionee with respect to the
exercise of a non-qualified stock option or the disqualifying disposition of an
incentive stock option. The deduction will in general be allowed for the taxable
year of the Company in which such ordinary income is recognized by the optionee.

The affirmative vote of a majority of the combined voting power of the
shares of Class A and Class B Common Stock voted in person or represented by
proxy is required to approve the adoption of the Company's 2001 Plan and the
reservation of 1,000,000 shares of Class A Common Stock for stock options which
may be granted under the 2001 Plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
THE ADOPTION OF THE 2001 PLAN AND THE RESERVATION OF
1,000,000 SHARES OF CLASS A COMMON STOCK FOR STOCK OPTIONS
WHICH MAY BE GRANTED UNDER THE 2001 PLAN, AND PROXIES
SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF
UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

RATIFICATION OF CHOICE OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL 3 ON PROXY CARD)

The Board of Directors has appointed the firm of
PricewaterhouseCoopers LLP, independent public accountants, to audit the books,
records and accounts of the Company and its subsidiaries for the fiscal year
ending December 29, 2001. In accordance with a resolution of the Board of
Directors, this appointment is being presented to the stockholders for
ratification at the annual meeting.

PricewaterhouseCoopers LLP has no direct or indirect material financial
interest in the Company or its subsidiaries. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the meeting and will be
given the opportunity to make a statement on the firm's behalf if they so
desire. The representatives also will be available to respond to appropriate
questions raised by those in attendance at the meeting.

AUDIT FEES

The Company paid PricewaterhouseCoopers LLP a total of $145,800 for their
audit of the Company's annual financial statements for the fiscal year ended
December 30, 2000 and for their review of the Company's Quarterly Reports on
Form 10-Q filed during the last fiscal year.

ALL OTHER FEES

During the Company's fiscal year ended December 30, 2000, the Company paid
PricewaterhouseCoopers LLP a total of $274,300 for their review of the Company's
income tax provisions, and for their preparation of the Company's state sales
and use tax returns, state income tax returns and federal income tax returns.

The Audit Committee has considered whether the provision of the services
described above under the caption "All Other Fees" is compatible with
maintaining PricewaterhouseCoopers LLP's independence.

Proxies solicited by management will be voted for the ratification unless
stockholders specify otherwise. Ratification by the stockholders is not
required. If the proposal is not approved by the stockholders, the Board of
Directors will not change the appointment for fiscal 2001, but will consider the
stockholder vote in appointing auditors for fiscal year 2002.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
"FOR" THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP
AS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS
FOR FISCAL YEAR 2001, AND PROXIES SOLICITED BY THE BOARD
WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER
HAS INDICATED OTHERWISE ON THE PROXY.

OTHER BUSINESS

In addition to the business described above, there will be remarks by the
Chairman of the Board and Chief Executive Officer and a general discussion
period during which stockholders will have an opportunity to ask questions about
the Company.

As of the date of this proxy statement, the management of the Company knows
of no matter not specifically referred to above as to which any action is
expected to be taken at the annual meeting of stockholders. It is intended,
however, that the persons named as proxies will vote the proxies, insofar as
they are not otherwise instructed, regarding such other matters and the
transaction of such other business as may be properly brought before the
meeting, as seems to them to be in the best interest of the Company and its
stockholders.

STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

To be considered for inclusion in the proxy statement relating to the
Company's Annual Meeting of stockholders to be held in 2002, stockholder
proposals must be received no later than December 31, 2001. Other proposals of
stockholders of the Company (including Director nominations) intended to be
presented at the 2002 Annual Meeting of Stockholders but not included in the
proxy statement must be received by the Company not less than 60 days nor more
than 150 days prior to the anniversary date of the immediately preceding annual
meeting of stockholders of the Company (the "Anniversary Date"); provided,
however, that in the event the annual meeting is scheduled to be held on a date
more than 30 days before the Anniversary Date or more than 60 days after the
Anniversary Date, the stockholder's notice may be delivered to, or mailed and
received by, the Company at its principal executive office not later than the
close of business on the later of (i) the 60th day prior to the scheduled date
of such annual meeting or (ii) the 10th day following the day on which public
announcement of the date of such annual meeting is first made by the Company.
Proposals received not in accordance with the above standards will not be voted
on at the 2002 Annual Meeting.

A COPY OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K FOR FISCAL YEAR 2000 MAY BE OBTAINED WITHOUT CHARGE UPON
WRITTEN REQUEST TO: INVESTOR RELATIONS COORDINATOR, PANERA BREAD COMPANY, 6710
CLAYTON ROAD, RICHMOND HEIGHTS, MISSOURI 63117.

By Order of the Board of Directors,

[LOGO]

William W. Moreton
Assistant Secretary

Richmond Heights, Missouri
April 30, 2001

APPENDIX A

PANERA BREAD
AUDIT COMMITTEE CHARTER

PURPOSE

The primary purpose of the Audit Committee (the "Committee") is to assist the
Board of Directors (the "Board") in fulfilling its responsibility to oversee
management's conduct of the Company's financial reporting process, including by
overviewing the financial reports and other financial information provided by
the Company to any governmental or regulatory body, the public or other users
thereof, the Company's systems of internal accounting and financial controls,
and the annual independent audit of the Company's financial statements.

In discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities and personnel of the Company and the power to retain outside counsel,
auditors or other experts for this purpose. The Board and the Committee are in
place to represent the Company's shareholders; accordingly, the outside auditor
is ultimately accountable to the Board and the Committee.

The Committee shall review the adequacy of this Charter on an annual basis.

MEMBERSHIP

The Committee shall be comprised of not less than three members of the Board,
and the Committee's composition will meet the requirements of the Audit
Committee Policy of the NASD. Accordingly, all of the members will be directors:

1. Who have no relationship to the Company that may interfere with the exercise
of their independence from management and the Company; and

2. Who are financially literate or who become financially literate within a
reasonable period of time after appointment to the Committee. In addition,
at least one member of the Committee will have accounting or related
financial management expertise.

KEY RESPONSIBILITIES

The Committee's job is one of oversight and it recognizes that the Company's
management is responsible for preparing the Company's financial statements and
that the outside auditors are responsible for auditing those financial
statements. Additionally, the Committee recognizes that financial management, as
well as the outside auditors, have more time, knowledge and more detailed
information on the Company than do Committee members; consequently, in carrying
out its oversight responsibilities, the Committee is not providing any expert or
special assurance as to the Company's financial statements or any professional
certification as to the outside auditor's work.

The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate given the circumstances.

- - The Committee shall review with management and the outside auditors the
audited financial statements to be included in the Company's Annual Report on
Form 10-K (or the Annual Report to Shareholders if distributed prior to the
filing of Form 10-K) and review and consider with the outside auditors the
matters required to be discussed by Statement of Auditing Standards ("SAS")
No. 61.

- - As a whole, or through the Committee chair, the Committee shall review with
the outside auditors the Company's interim financial results to be included in
the Company's quarterly reports to be filed with

A-1

Securities and Exchange Commission and the matters required to be discussed by
SAS No. 61; this review will occur prior to the Company's filing of the
Form 10-Q.

- - The Committee shall discuss with management and the outside auditors the
quality and adequacy of the Company's internal controls.

- - The Committee shall:

- request from the outside auditors annually, a formal written statement
delineating all relationships between the auditor and the Company
consistent with Independence Standards Board Standard Number 1;

- discuss with the outside auditors any such disclosed relationships and
their impact on the outside auditor's independence; and

- recommend that the Board take appropriate action to oversee the
independence of the outside auditor.

- - The Committee, subject to any action that may be taken by the full Board,
shall have the ultimate authority and responsibility to select (or nominate
for shareholder approval), evaluate and, where appropriate, replace the
outside auditor.

A-2

APPENDIX B

PANERA BREAD COMPANY
2001 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK OPTION PLAN

1. DEFINITIONS.

Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Panera Bread Company 2001 Employee,
Director and Consultant Stock Option Plan, have the following meanings:

Administrator means the Board of Directors, unless it has delegated power
to act on its behalf to the Committee, in which case the Administrator
means the Committee.

Affiliate means a corporation which, for purposes of Section 424 of the
Code, is a parent or subsidiary of the Company, direct or indirect.

Board of Directors means the Board of Directors of the Company.

Code means the United States Internal Revenue Code of 1986, as amended.

Committee means the committee of the Board of Directors to which the
Board of Directors has delegated power to act under or pursuant to the
provisions of the Plan.

Common Stock means shares of the Company's Class A Common Stock, $.0001
par value per share.

Company means Panera Bread Company, a Delaware corporation.

Disability or Disabled means permanent and total disability as defined in
Section 22(e)(3) of the Code.

Fair Market Value of a Share of Common Stock means:

(1) If the Common Stock is listed on a national securities exchange or
traded in the over-the-counter market and sales prices are regularly
reported for the Common Stock, the closing or last price of the Common
Stock on the Composite Tape or other comparable reporting system on the
date of grant;

(2) If the Common Stock is not traded on a national securities exchange
but is traded on the over-the-counter market, if sales prices are not
regularly reported for the Common Stock for the trading day referred to
in clause (1), and if bid and asked prices for the Common Stock are
regularly reported, the mean between the bid and the asked price for the
Common Stock at the close of trading in the over-the-counter market for
the trading day on which Common Stock was traded on the date of grant;
and

(3) If the Common Stock is neither listed on a national securities
exchange nor traded in the over-the-counter market, such value as the
Administrator, in good faith, shall determine.

ISO means an option meant to qualify as an incentive stock option under
Section 422 of the Code.

Key Employee means an employee of the Company or of an Affiliate
(including, without limitation, an employee who is also serving as an
officer or director of the Company or of an Affiliate), designated by the
Administrator to be eligible to be granted one or more Options under the
Plan.

Non-Qualified Option means an option which is not intended to qualify as
an ISO.

Option means an ISO or Non-Qualified Option granted under the Plan.

B-1

Option Agreement means an agreement between the Company and a Participant
delivered pursuant to the Plan, in such form as the Administrator shall
approve.

Participant means a Key Employee, director or consultant to whom one or
more Options are granted under the Plan. As used herein, "Participant"
shall include "Participant's Survivors" where the context requires.

Plan means this Panera Bread Company 2001 Employee, Director and
Consultant Stock Option Plan.

Shares means shares of the Common Stock as to which Options have been or
may be granted under the Plan or any shares of capital stock into which
the Shares are changed or for which they are exchanged within the
provisions of Paragraph 3 of the Plan. The Shares issued upon exercise of
Options granted under the Plan may be authorized and unissued shares or
shares held by the Company in its treasury, or both.

Survivors means a deceased Participant's legal representatives and/or any
person or persons who acquired the Participant's rights to an Option by
will or by the laws of descent and distribution.

2. PURPOSES OF THE PLAN.

The Plan is intended to encourage ownership of Shares by Key Employees and
directors of and certain consultants to the Company in order to attract such
people, to induce them to work for the benefit of the Company or of an Affiliate
and to provide additional incentive for them to promote the success of the
Company or of an Affiliate. The Plan provides for the granting of ISOs and
Non-Qualified Options.

3. SHARES SUBJECT TO THE PLAN.

The number of Shares which may be issued from time to time pursuant to this
Plan shall be 1,000,000, or the equivalent of such number of Shares after the
Administrator, in its sole discretion, has interpreted the effect of any stock
split, stock dividend, combination, recapitalization or similar transaction in
accordance with Paragraph 16 of the Plan.

If an Option ceases to be "outstanding", in whole or in part, the Shares
which were subject to such Option shall be available for the granting of other
Options under the Plan. Any Option shall be treated as "outstanding" until such
Option is exercised in full, or terminates or expires under the provisions of
the Plan, or by agreement of the parties to the pertinent Option Agreement.

4. ADMINISTRATION OF THE PLAN.

The Administrator of the Plan will be the Board of Directors, except to the
extent the Board of Directors delegates its authority to the Committee, in which
case the Committee shall be the Administrator. Subject to the provisions of the
Plan, the Administrator is authorized to:

a. Interpret the provisions of the Plan or of any Option or Option
Agreement and to make all rules and determinations which it deems
necessary or advisable for the administration of the Plan;

b. Determine which employees of the Company or of an Affiliate shall be
designated as Key Employees and which of the Key Employees, directors and
consultants shall be granted Options;

c. Determine the number of Shares for which an Option or Options shall be
granted, provided, however, that in no event shall Options to purchase
more than 500,000 Shares be granted to any Participant in any fiscal
year; and

d. Specify the terms and conditions upon which an Option or Options may be
granted;

provided, however, that all such interpretations, rules, determinations, terms
and conditions shall be made and prescribed in the context of preserving the tax
status under Section 422 of the Code of those Options

B-2

which are designated as ISOs. Subject to the foregoing, the interpretation and
construction by the Administrator of any provisions of the Plan or of any Option
granted under it shall be final, unless otherwise determined by the Board of
Directors, if the Administrator is the Committee.

5. ELIGIBILITY FOR PARTICIPATION.

The Administrator will, in its sole discretion, name the Participants in the
Plan, provided, however, that each Participant must be a Key Employee, director
or consultant of the Company or of an Affiliate at the time an Option is
granted. Notwithstanding the foregoing, the Administrator may authorize the
grant of an Option to a person not then an employee, director or consultant of
the Company or of an Affiliate; provided, however, that the actual grant of such
Option shall be conditioned upon such person becoming eligible to become a
Participant at or prior to the time of the delivery of the Option Agreement
evidencing such Option. ISOs may be granted only to Key Employees. Non-Qualified
Options may be granted to any Key Employee, director or consultant of the
Company or an Affiliate. The granting of any Option to any individual shall
neither entitle that individual to, nor disqualify him or her from,
participation in any other grant of Options.

6. TERMS AND CONDITIONS OF OPTIONS.

Each Option shall be set forth in writing in an Option Agreement, duly
executed by the Company and, to the extent required by law or requested by the
Company, by the Participant. The Administrator may provide that Options be
granted subject to such terms and conditions, consistent with the terms and
conditions specifically required under this Plan, as the Administrator may deem
appropriate including, without limitation, subsequent approval by the
shareholders of the Company of this Plan or any amendments thereto.

A. Non-Qualified Options: Each Option intended to be a Non-Qualified Option
shall be subject to the terms and conditions which the Administrator
determines to be appropriate and in the best interest of the Company,
subject to the following minimum standards for any such Non-Qualified
Option:

a. Option Price: Each Option Agreement shall state the option price (per
share) of the Shares covered by each Option, which option price shall
be determined by the Administrator but shall not be less than the par
value per share of Common Stock.

b. Each Option Agreement shall state the number of Shares to which it
pertains;

c. Each Option Agreement shall state the date or dates on which it first
is exercisable and the date after which it may no longer be
exercised, and may provide that the Option rights accrue or become
exercisable in installments over a period of months or years, or upon
the occurrence of certain conditions or the attainment of stated
goals or events; and

d. Exercise of any Option may be conditioned upon the Participant's
execution of a Share purchase agreement in form satisfactory to the
Administrator providing for certain protections for the Company and
its other shareholders, including requirements that:

i. The Participant's or the Participant's Survivors' right to sell
or transfer the Shares may be restricted; and

ii. The Participant or the Participant's Survivors may be required
to execute letters of investment intent and must also
acknowledge that the Shares will bear legends noting any
applicable restrictions.

B. ISOs: Each Option intended to be an ISO shall be issued only to a Key
Employee and be subject to the following terms and conditions, with such
additional restrictions or changes as the

B-3

Administrator determines are appropriate but not in conflict with
Section 422 of the Code and relevant regulations and rulings of the
Internal Revenue Service:

a. Minimum standards: The ISO shall meet the minimum standards required
of Non-Qualified Options, as described in Paragraph 6(A) above,
except clause (a) thereunder.

b. Option Price: Immediately before the Option is granted, if the
Participant owns, directly or by reason of the applicable attribution
rules in Section 424(d) of the Code:

i. Ten percent (10%) OR LESS of the total combined voting power of
all classes of stock of the Company or an Affiliate, the Option
price per share of the Shares covered by each Option shall not
be less than one hundred percent (100%) of the Fair Market Value
per share of the Shares on the date of the grant of the Option.

ii. More than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or an Affiliate, the
Option price per share of the Shares covered by each Option
shall not be less than one hundred ten percent (110%) of the
said Fair Market Value on the date of grant.

c. Term of Option: For Participants who own

i. Ten percent (10%) OR LESS of the total combined voting power of
all classes of share capital of the Company or an Affiliate,
each Option shall terminate not more than seven (7) years from
the date of the grant or at such earlier time as the Option
Agreement may provide.

ii. More than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or an Affiliate, each
Option shall terminate not more than five (5) years from the
date of the grant or at such earlier time as the Option
Agreement may provide.

d. Limitation on Yearly Exercise: The Option Agreements shall restrict
the amount of Options which may be exercisable in any calendar year
(under this or any other ISO plan of the Company or an Affiliate) so
that the aggregate Fair Market Value (determined at the time each ISO
is granted) of the stock with respect to which ISOs are exercisable
for the first time by the Participant in any calendar year does not
exceed one hundred thousand dollars ($100,000), provided that this
subparagraph (d) shall have no force or effect if its inclusion in
the Plan is not necessary for Options issued as ISOs to qualify as
ISOs pursuant to Section 422(d) of the Code.

7. EXERCISE OF OPTIONS AND ISSUE OF SHARES.

An Option (or any part or installment thereof) shall be exercised by giving
written notice to the Company at its principal executive office address,
together with provision for payment of the full purchase price in accordance
with this Paragraph for the Shares as to which the Option is being exercised,
and upon compliance with any other condition(s) set forth in the Option
Agreement. Such written notice shall be signed by the person exercising the
Option, shall state the number of Shares with respect to which the Option is
being exercised and shall contain any representation required by the Plan or the
Option Agreement. Payment of the purchase price for the Shares as to which such
Option is being exercised shall be made (a) in United States dollars in cash or
by check, or (b) at the discretion of the Administrator, through delivery of
shares of Common Stock having a Fair Market Value equal as of the date of the
exercise to the cash exercise price of the Option, or (c) at the discretion of
the Administrator, by having the Company retain from the shares otherwise
issuable upon exercise of the Option, a number of shares having a Fair Market
Value equal as of the date of exercise to the exercise price of the Option, or
(d) at the discretion of the Administrator, by delivery of the grantee's
personal recourse note bearing interest payable not less than annually at no
less than 100% of the applicable Federal rate, as defined in

B-4

Section 1274(d) of the Code, or (e) at the discretion of the Administrator, in
accordance with a cashless exercise program established with a securities
brokerage firm, and approved by the Administrator, or (f) at the discretion of
the Administrator, by any combination of (a), (b), (c), (d) and (e) above.
Notwithstanding the foregoing, the Administrator shall accept only such payment
on exercise of an ISO as is permitted by Section 422 of the Code.

The Company shall then reasonably promptly deliver the Shares as to which
such Option was exercised to the Participant (or to the Participant's Survivors,
as the case may be). In determining what constitutes "reasonably promptly," it
is expressly understood that the delivery of the Shares may be delayed by the
Company in order to comply with any law or regulation (including, without
limitation, state securities or "blue sky" laws) which requires the Company to
take any action with respect to the Shares prior to their issuance. The Shares
shall, upon delivery, be evidenced by an appropriate certificate or certificates
for fully paid, non-assessable Shares.

The Administrator shall have the right to accelerate the date of exercise of
any installment of any Option; provided that the Administrator shall not
accelerate the exercise date of any installment of any Option granted to any Key
Employee as an ISO (and not previously converted into a Non-Qualified Option
pursuant to Paragraph 19) if such acceleration would violate the annual vesting
limitation contained in Section 422(d) of the Code, as described in
Paragraph 6.B(d).

The Administrator may, in its discretion, amend any term or condition of an
outstanding Option provided (i) such term or condition as amended is permitted
by the Plan, (ii) any such amendment shall be made only with the consent of the
Participant to whom the Option was granted, or in the event of the death of the
Participant, the Participant's Survivors, if the amendment is adverse to the
Participant, and (iii) any such amendment of any ISO shall be made only after
the Administrator, after consulting the counsel for the Company, determines
whether such amendment would constitute a "modification" of any Option which is
an ISO (as that term is defined in Section 424(h) of the Code) or would cause
any adverse tax consequences for the holder of such ISO.

8. RIGHTS AS A SHAREHOLDER.

No Participant to whom an Option has been granted shall have rights as a
shareholder with respect to any Shares covered by such Option, except after due
exercise of the Option and tender of the full purchase price for the Shares
being purchased pursuant to such exercise and registration of the Shares in the
Company's share register in the name of the Participant.

9. ASSIGNABILITY AND TRANSFERABILITY OF OPTIONS.

By its terms, an Option granted to a Participant shall not be transferable
by the Participant other than (i) by will or by the laws of descent and
distribution, or (ii) as otherwise determined by the Administrator and set forth
in the applicable Option Agreement. The designation of a beneficiary of an
Option by a Participant, with the prior approval of the Administrator and in
such form as the Administrator shall prescribe, shall not be deemed a transfer
prohibited by this Paragraph. Except as provided above, an Option shall be
exercisable, during the Participant's lifetime, only by such Participant (or by
his or her legal representative) and shall not be assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process. Any attempted transfer,
assignment, pledge, hypothecation or other disposition of any Option or of any
rights granted thereunder contrary to the provisions of this Plan, or the levy
of any attachment or similar process upon an Option, shall be null and void.

B-5

10. EFFECT OF TERMINATION OF SERVICE OTHER THAN "FOR CAUSE" OR DEATH OR
DISABILITY.

Except as otherwise provided in the pertinent Option Agreement, in the event
of a termination of service (whether as an employee, director or consultant)
with the Company or an Affiliate before the Participant has exercised all
Options, the following rules apply:

a. A Participant who ceases to be an employee, director or consultant of
the Company or of an Affiliate (for any reason other than termination
"for cause", Disability, or death for which events there are special
rules in Paragraphs 11, 12, and 13, respectively), may exercise any
Option granted to him or her to the extent that the Option is exercisable
on the date of such termination of service, but only within such term as
the Administrator has designated in the pertinent Option Agreement.

b. Except as provided in Subparagraph (c) below, or Paragraph 12 or 13, in
no event may an Option Agreement provide, if the Option is intended to be
an ISO, that the time for exercise be later than three (3) months after
the Participant's termination of employment.

c. The provisions of this Paragraph, and not the provisions of
Paragraph 12 or 13, shall apply to a Participant who subsequently becomes
Disabled or dies after the termination of employment, director status or
consultancy, provided, however, in the case of a Participant's Disability
or death within three (3) months after the termination of employment,
director status or consultancy, the Participant or the Participant's
Survivors may exercise the Option within one (1) year after the date of
the Participant's termination of employment, but in no event after the
date of expiration of the term of the Option.

d. Notwithstanding anything herein to the contrary, if subsequent to a
Participant's termination of employment, termination of director status
or termination of consultancy, but prior to the exercise of an Option,
the Board of Directors determines that, either prior or subsequent to the
Participant's termination, the Participant engaged in conduct which would
constitute "cause", then such Participant shall forthwith cease to have
any right to exercise any Option.

e. A Participant to whom an Option has been granted under the Plan who is
absent from work with the Company or with an Affiliate because of
temporary disability (any disability other than a permanent and total
Disability as defined in Paragraph 1 hereof), or who is on leave of
absence for any purpose, shall not, during the period of any such
absence, be deemed, by virtue of such absence alone, to have terminated
such Participant's employment, director status or consultancy with the
Company or with an Affiliate, except as the Administrator may otherwise
expressly provide.

f. Except as required by law or as set forth in the pertinent Option
Agreement, Options granted under the Plan shall not be affected by any
change of a Participant's status within or among the Company and any
Affiliates, so long as the Participant continues to be an employee,
director or consultant of the Company or any Affiliate.

11. EFFECT OF TERMINATION OF SERVICE "FOR CAUSE".

Except as otherwise provided in the pertinent Option Agreement, the
following rules apply if the Participant's service (whether as an employee,
director or consultant) with the Company or an Affiliate is terminated "for
cause" prior to the time that all his or her outstanding Options have been
exercised:

a. All outstanding and unexercised Options as of the time the Participant
is notified his or her service is terminated "for cause" will immediately
be forfeited.

b. For purposes of this Plan, "cause" shall include (and is not limited to)
dishonesty with respect to the Company or any Affiliate, insubordination,
substantial malfeasance or non-feasance of duty,

B-6

unauthorized disclosure of confidential information, and conduct
substantially prejudicial to the business of the Company or any
Affiliate. The determination of the Administrator as to the existence of
"cause" will be conclusive on the Participant and the Company.

c. "Cause" is not limited to events which have occurred prior to a
Participant's termination of service, nor is it necessary that the
Administrator's finding of "cause" occur prior to termination. If the
Administrator determines, subsequent to a Participant's termination of
service but prior to the exercise of an Option, that either prior or
subsequent to the Participant's termination the Participant engaged in
conduct which would constitute "cause," then the right to exercise any
Option is forfeited.

d. Any definition in an agreement between the Participant and the Company
or an Affiliate, which contains a conflicting definition of "cause" for
termination and which is in effect at the time of such termination, shall
supersede the definition in this Plan with respect to such Participant.

12. EFFECT OF TERMINATION OF SERVICE FOR DISABILITY.

Except as otherwise provided in the pertinent Option Agreement, a
Participant who ceases to be an employee, director or consultant of the Company
or of an Affiliate by reason of Disability may exercise any Option granted to
such Participant:

a. To the extent exercisable but not exercised on the date of Disability;
and

b. In the event rights to exercise the Option accrue periodically, to the
extent of a pro rata portion of any additional rights as would have
accrued had the Participant not become Disabled prior to the end of the
accrual period which next ends following the date of Disability. The
proration shall be based upon the number of days of such accrual period
prior to the date of Disability.

A Disabled Participant may exercise such rights only within the period
ending one (1) year after the date of the Participant's termination of
employment, directorship or consultancy, as the case may be, notwithstanding
that the Participant might have been able to exercise the Option as to some or
all of the Shares on a later date if the Participant had not become disabled and
had continued to be an employee, director or consultant or, if earlier, within
the originally prescribed term of the Option.

The Administrator shall make the determination both of whether Disability
has occurred and the date of its occurrence (unless a procedure for such
determination is set forth in another agreement between the Company and such
Participant, in which case such procedure shall be used for such determination).
If requested, the Participant shall be examined by a physician selected or
approved by the Administrator, the cost of which examination shall be paid for
by the Company.

13. EFFECT OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.

Except as otherwise provided in the pertinent Option Agreement, in the event
of the death of a Participant while the Participant is an employee, director or
consultant of the Company or of an Affiliate, such Option may be exercised by
the Participant's Survivors:

a. To the extent exercisable but not exercised on the date of death; and

b. In the event rights to exercise the Option accrue periodically, to the
extent of a pro rata portion of any additional rights which would have
accrued had the Participant not died prior to the end of the accrual
period which next ends following the date of death. The proration shall
be based upon the number of days of such accrual period prior to the
Participant's death.

If the Participant's Survivors wish to exercise the Option, they must take
all necessary steps to exercise the Option within one (1) year after the date of
death of such Participant, notwithstanding that the decedent might have been
able to exercise the Option as to some or all of the Shares on a later date if
he

B-7

or she had not died and had continued to be an employee, director or consultant
or, if earlier, within the originally prescribed term of the Option.

14. PURCHASE FOR INVESTMENT.

Unless the offering and sale of the Shares to be issued upon the particular
exercise of an Option shall have been effectively registered under the
Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"),
the Company shall be under no obligation to issue the Shares covered by such
exercise unless and until the following conditions have been fulfilled:

a. The person(s) who exercise(s) such Option shall warrant to the Company,
prior to the receipt of such Shares, that such person(s) are acquiring
such Shares for their own respective accounts, for investment, and not
with a view to, or for sale in connection with, the distribution of any
such Shares, in which event the person(s) acquiring such Shares shall be
bound by the provisions of the following legend which shall be endorsed
upon the certificate(s) evidencing their Shares issued pursuant to such
exercise or such grant:

"The shares represented by this certificate have been taken for
investment and they may not be sold or otherwise transferred by any
person, including a pledgee, unless (1) either (a) a Registration
Statement with respect to such shares shall be effective under the
Securities Act of 1933, as amended, or (b) the Company shall have
received an opinion of counsel satisfactory to it that an exemption
from registration under such Act is then available, and (2) there
shall have been compliance with all applicable state securities
laws."

b. At the discretion of the Administrator, the Company shall have received
an opinion of its counsel that the Shares may be issued upon such
particular exercise in compliance with the 1933 Act without registration
thereunder.

15. DISSOLUTION OR LIQUIDATION OF THE COMPANY.

Upon the dissolution or liquidation of the Company, all Options granted
under this Plan which as of such date shall not have been exercised will
terminate and become null and void; provided, however, that if the rights of a
Participant or a Participant's Survivors have not otherwise terminated and
expired, the Participant or the Participant's Survivors will have the right
immediately prior to such dissolution or liquidation to exercise any Option to
the extent that the Option is exercisable as of the date immediately prior to
such dissolution or liquidation.

16. ADJUSTMENTS.

Upon the occurrence of any of the following events, a Participant's rights
with respect to any Option granted to him or her hereunder which has not
previously been exercised in full shall be adjusted as hereinafter provided,
unless otherwise specifically provided in the pertinent Option Agreement:

A. Stock Dividends and Stock Splits. If (i) the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares or if
the Company shall issue any shares of Common Stock as a stock dividend on its
outstanding Common Stock, or (ii) additional shares or new or different shares
or other securities of the Company or other non-cash assets are distributed with
respect to such shares of Common Stock, the number of shares of Common Stock
deliverable upon the exercise of such Option may be appropriately increased or
decreased proportionately, and appropriate adjustments may be made in the
purchase price per share to reflect such events. The number of Shares subject to
options to be granted to directors pursuant to Paragraph 6(A)(e) and the number
of Shares subject to the limitation in Paragraph 4(c) shall also be
proportionately adjusted upon the occurrence of such events.

B. Consolidations or Mergers. If the Company is to be consolidated with or
acquired by another entity in a merger, sale of all or substantially all of the
Company's assets or otherwise (an "Acquisition"), the Administrator or the board
of directors of any entity assuming the obligations of the Company

B-8

hereunder (the "Successor Board"), shall, as to outstanding Options, either
(i) make appropriate provision for the continuation of such Options by
substituting on an equitable basis for the Shares then subject to such Options
either the consideration payable with respect to the outstanding shares of
Common Stock in connection with the Acquisition or securities of any successor
or acquiring entity; or (ii) upon written notice to the Participants, provide
that all Options must be exercised (either to the extent then exercisable or, at
the discretion of the Administrator, all Options being made fully exercisable
for purposes of this Subparagraph), within a specified number of days of the
date of such notice, at the end of which period the Options shall terminate; or
(iii) terminate all Options in exchange for a cash payment equal to the excess
of the Fair Market Value of the shares subject to such Options (either to the
extent then exercisable or, at the discretion of the Administrator, all Options
being made fully exercisable for purposes of this Subparagraph) over the
exercise price thereof.

C. Recapitalization or Reorganization. In the event of a recapitalization
or reorganization of the Company (other than a transaction described in
Subparagraph B above) pursuant to which securities of the Company or of another
corporation are issued with respect to the outstanding shares of Common Stock, a
Participant upon exercising an Option shall be entitled to receive for the
purchase price paid upon such exercise the securities which would have been
received if such Option had been exercised prior to such recapitalization or
reorganization.

D. Modification of ISOs. Notwithstanding the foregoing, any adjustments
made pursuant to Subparagraph A, B or C with respect to ISOs shall be made only
after the Administrator, after consulting with counsel for the Company,
determines whether such adjustments would constitute a "modification" of such
ISOs (as that term is defined in Section 424(h) of the Code) or would cause any
adverse tax consequences for the holders of such ISOs. If the Administrator
determines that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments, unless
the holder of an ISO specifically requests in writing that such adjustment be
made and such writing indicates that the holder has full knowledge of the
consequences of such "modification" on his or her income tax treatment with
respect to the ISO.

17. ISSUANCES OF SECURITIES.

Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares subject to Options. Except as expressly provided
herein, no adjustments shall be made for dividends paid in cash or in property
(including without limitation, securities) of the Company.

18. FRACTIONAL SHARES.

No fractional shares shall be issued under the Plan and the person
exercising such right shall receive from the Company cash in lieu of such
fractional shares equal to the Fair Market Value thereof.

19. CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs.

The Administrator, at the written request of any Participant, may in its
discretion take such actions as may be necessary to convert such Participant's
ISOs (or any portions thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration of
such ISOs, regardless of whether the Participant is an employee of the Company
or an Affiliate at the time of such conversion. Such actions may include, but
not be limited to, extending the exercise period or reducing the exercise price
of the appropriate installments of such Options. At the time of such conversion,
the Administrator (with the consent of the Participant) may impose such
conditions on the exercise of the resulting Non-Qualified Options as the
Administrator in its discretion may determine, provided that such conditions
shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to
give any Participant the right to have such Participant's ISOs converted into
Non-Qualified Options, and no such conversion shall occur until and unless the
Administrator takes appropriate action. The Administrator,

B-9

with the consent of the Participant, may also terminate any portion of any ISO
that has not been exercised at the time of such conversion.

20. WITHHOLDING.

In the event that any federal, state, or local income taxes, employment
taxes, Federal Insurance Contributions Act ("F.I.C.A.") withholdings or other
amounts are required by applicable law or governmental regulation to be withheld
from the Participant's salary, wages or other remuneration in connection with
the exercise of an Option or a Disqualifying Disposition (as defined in
Paragraph 21), the Company may withhold from the Participant's compensation, if
any, or may require that the Participant advance in cash to the Company, or to
any Affiliate of the Company which employs or employed the Participant, the
statutory minimum amount of such withholdings unless a different withholding
arrangement, including the use of shares of the Company's Common Stock or a
promissory note, is authorized by the Administrator (and permitted by law). For
purposes hereof, the fair market value of the shares withheld for purposes of
payroll withholding shall be determined in the manner provided in Paragraph 1
above, as of the most recent practicable date prior to the date of exercise. If
the fair market value of the shares withheld is less than the amount of payroll
withholdings required, the Participant may be required to advance the difference
in cash to the Company or the Affiliate employer. The Administrator in its
discretion may condition the exercise of an Option for less than the then Fair
Market Value on the Participant's payment of such additional withholding.

21. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

Each Key Employee who receives an ISO must agree to notify the Company in
writing immediately after the Key Employee makes a Disqualifying Disposition of
any shares acquired pursuant to the exercise of an ISO. A Disqualifying
Disposition is any disposition (including any sale) of such shares before the
later of (a) two years after the date the Key Employee was granted the ISO, or
(b) one year after the date the Key Employee acquired Shares by exercising the
ISO. If the Key Employee has died before such stock is sold, these holding
period requirements do not apply and no Disqualifying Disposition can occur
thereafter.

22. TERMINATION OF THE PLAN.

The Plan will terminate on March 20, 2011, the date which is ten (10) years
from the EARLIER of the date of its adoption and the date of its approval by the
shareholders of the Company. The Plan may be terminated at an earlier date by
vote of the shareholders of the Company; provided, however, that any such
earlier termination shall not affect any Option Agreements executed prior to the
effective date of such termination.

23. AMENDMENT OF THE PLAN AND AGREEMENTS.

The Plan may be amended by the shareholders of the Company. The Plan may
also be amended by the Administrator, including, without limitation, to the
extent necessary to qualify any or all outstanding Options granted under the
Plan or Options to be granted under the Plan for favorable federal income tax
treatment (including deferral of taxation upon exercise) as may be afforded
incentive stock options under Section 422 of the Code, and to the extent
necessary to qualify the shares issuable upon exercise of any outstanding
Options granted, or Options to be granted, under the Plan for listing on any
national securities exchange or quotation in any national automated quotation
system of securities dealers. Any amendment approved by the Administrator which
the Administrator determines is of a scope that requires shareholder approval
shall be subject to obtaining such shareholder approval. Any modification or
amendment of the Plan shall not, without the consent of a Participant, adversely
affect his or her rights under an Option previously granted to him or her. With
the consent of the Participant affected, the Administrator may amend outstanding
Option Agreements in a manner which may be adverse to the Participant but which
is not inconsistent with the Plan. In the discretion of the Administrator,
outstanding Option Agreements may be amended by the Administrator in a manner
which is not adverse to the Participant.

B-10

24. EMPLOYMENT OR OTHER RELATIONSHIP.

Nothing in this Plan or any Option Agreement shall be deemed to prevent the
Company or an Affiliate from terminating the employment, consultancy or director
status of a Participant, nor to prevent a Participant from terminating his or
her own employment, consultancy or director status or to give any Participant a
right to be retained in employment or other service by the Company or any
Affiliate for any period of time.

25. GOVERNING LAW.

This Plan shall be construed and enforced in accordance with the law of the
State of Delaware.

B-11

/ / PLEASE MARK VOTES
AS IN THIS EXAMPLE

- -------------------------------------------------------------------------------
PANERA BREAD COMPANY
- -------------------------------------------------------------------------------

CLASS B

CONTROL NUMBER:
RECORD DATE SHARES:

Please be sure to sign and date this Proxy. Date
--------------------------

- -----Stockholder sign here------------------------Co-owner sign here-----------

DETACH CARD

1. Election of two (2) Directors to the Board of Directors to serve for a
term ending in 2004 and until their successors are duly elected and
qualified.

For the With- For All
Nominees hold Except

(01) George E. Kane / / / / / /
(02) Larry J. Franklin

NOTE: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and strike a line through the name of the
nominee. Your shares will be voted for the remaining nominee.

2. Adoption of the Company's 2001 Employee, Director and Consultant Stock
Option Plan and the reservation of 1,000,000 shares of Class A Common
Stock, $.0001 par value per share, for stock options which may be
granted under the 2001 Plan.

For Against Abstain

/ / / / / /

3. Ratification of the appointment of PricewaterhouseCoopers LLP as
independent public accountants for the Company for the fiscal year
ending December 29, 2001.

For Against Abstain

/ / / / / /

4. In their discretion, the Proxies are authorized to vote upon any other
business that may properly come before the meeting or at any
adjournment(s) thereof.

Mark box at right if an address change or comment has been noted on the
reverse side of this card. / /

DETACH CARD

PANERA BREAD COMPANY

Dear Stockholder,

Please take note of the important information enclosed with this proxy card.
There are a number of issues related to the management and operation of the
Company that require your immediate attention and approval. These are discussed
in detail in the enclosed proxy materials.

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.

Your vote must be received prior to the Annual Meeting of Stockholders, June 12,
2001.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Panera Bread Company

ABPCB1

PANERA BREAD COMPANY

6710 CLAYTON ROAD
RICHMOND HEIGHTS, MO 63117

ANNUAL MEETING OF STOCKHOLDERS - JUNE 12, 2001
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned, revoking all prior proxies, hereby appoints Ronald M. Shaich
and William W. Moreton as Proxies, with full power of substitution for and on
behalf of the undersigned at the 2001 Annual Meeting of Stockholders of PANERA
BREAD COMPANY to be held at Bank of America, 800 Market Street, Atrium
Conference Room 1, St. Louis, MO 63101, on Tuesday, June 12, 2001, at 9:00 a.m.
Central Time, and at any adjournment or adjournments thereof. The undersigned
hereby directs the said Proxies to vote in accordance with their judgment on any
matters which may properly come before the Annual Meeting, all as indicated in
the Notice of Annual Meeting, receipt of which is hereby acknowledged, and to
act on the following matters set forth in such notice as specified by the
undersigned.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED, HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1, 2 AND 3.

- -------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING
THE ENCLOSED ENVELOPE.
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees, custodians, and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If the shareholder is a corporation, the
signature should be that of an authorized officer who should indicate his or her
title.
- -------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- --------------------------------- --------------------------------------

ABPCB2

/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE

- -------------------------------------------------------------------------------
PANERA BREAD COMPANY
- -------------------------------------------------------------------------------

CLASS A

CONTROL NUMBER:
RECORD DATE SHARES:

Please be sure to sign and date this Proxy. Date
--------------------------

- -----Stockholder sign here------------------------Co-owner sign here-----------

DETACH CARD

1. Election of two (2) Directors to the Board of Directors to serve for a
term ending in 2004 and until their successors are duly elected and
qualified.

For the With- For All
Nominees hold Except
(01) George E. Kane
(02) Larry J. Franklin / / / / / /

For Against Abstain

/ / / / / /

3. Ratification of the appointment of PricewaterhouseCoopers LLP as
independent public accountants for the Company for the fiscal year
ending December 29, 2001.

For Against Abstain

/ / / / / /

4. In their discretion, the Proxies are authorized to vote upon any other
business that may properly come before the meeting or at any
adjournment(s) thereof.

Mark box at right if an address change or comment has been noted on the
reverse side of this card. / /

DETACH CARD

PANERA BREAD COMPANY

Dear Stockholder,

Your vote counts, and you are strongly encouraged to exercise your right to vote
your shares.

Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope.

Your vote must be received prior to the Annual Meeting of Stockholders, June 12,
2001.

Thank you in advance for your prompt consideration of these matters.

Sincerely,

Panera Bread Company

ABPCM1

PANERA BREAD COMPANY

6710 CLAYTON ROAD
RICHMOND HEIGHTS, MO 63117

ANNUAL MEETING OF STOCKHOLDERS - JUNE 12, 2001
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
"FOR" PROPOSALS 1, 2 AND 3.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

- --------------------------------- --------------------------------------

ABPCM2