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AMENDMENT NO. 2
TO
THE EARTHGRAINS COMPANY
EMPLOYEE STOCK OWNERSHIP/401(k) PLAN
WHEREAS, The Earthgrains Company (formerly Campbell Taggart, Inc. and
hereafter referred to as the "Company") adopted The Earthgrains Company
Employee Stock Ownership Plan ("Plan") effective as of July 1, 1994; and
WHEREAS, the Company desires to amend said Plan effective as of July 1,
1996.
NOW, THEREFORE, the Plan is hereby amended, effective as of July 1,
1996, in the following respects.
Section 2.1(n) of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"(n) "Compensation" means wages, salaries, fees for professional
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services and other amounts received (whether or not in cash) for
personal services actually rendered in the course of employment
with the Employer to the extent that the amounts are includable
in gross income (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage
of profits, commissions on insurance premiums, tips, or other
expense allowances under a nonaccountable plan (as described in
Treasury Regulation Section 1.62-2(c)) and excluding the
following:
(i) Bonuses;
(ii) Overtime;
(iii) Amounts paid on account of the Participant's
termination of employment (e.g., vacation pay,
severance pay, etc.);
(iv) Contributions made to a qualified or non-qualified
plan of deferred compensation or under a simplified
employee pension plan which are not includable in
gross income for the taxable year, or any
distributions from a plan of deferred compensation,
except that Before-Tax contributions made to this
Plan and any salary reductions pursuant to a plan
designed to comply with Code Section 125, shall be
included;
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(v) Amounts realized from the exercise of a
non-qualified stock option, or when restricted stock
(or property) either becomes freely transferable or
is no longer subject to a substantial risk of
forfeiture;
(vi) Amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified
stock option;
(vii) Other amounts which receive special tax benefits,
or contributions made (whether or not under a salary
reduction agreement) towards the purchase of an
annuity contract described in Code Section 403(b)
(whether or not the contributions are actually
excludable from gross income); and
(viii) Amounts (even if includable in gross income) which
are reimbursements or other expense allowances,
fringe benefits (cash or noncash), moving expenses,
deferred compensation, or welfare benefits.
The annual Compensation of each Employee taken into account under
the Plan shall not exceed $150,000, as adjusted by the
Commissioner for increases in the cost of living in accordance
with Code Section 401(a)(17)(B). The cost-of-living adjustment
in effect for a calendar year applies to any period, not
exceeding twelve (12) months, over which Compensation is
determined (determination period) beginning in such calendar
year. If a determination period consists of fewer than twelve
(12) months, the annual compensation limit will be multiplied by
a fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is twelve
(12). For purposes of calculating the Compensation of an
Employee, the rules contained in Code Section 414(q)(6) shall
apply, except that in applying such rules, the term "family"
shall include only the spouse of the Employee and any lineal
descendants of such Employee who have not attained age nineteen
(19) before the close of the Plan Year."
The following is hereby added to Section 6.1 of the Plan which shall
read as follows:
"Anything contained herein to the contrary notwithstanding, an Employee
who was employed by an Adopting Employer on or before March 26, 1996,
and who was not making After-Tax Contributions and/or Before-Tax
Contributions to the Plan on March 26, 1996, and who after March 26,
1996 and prior to May 20, 1996, elects to make After-Tax Matched
Contributions and/or Before-Tax Matched Contributions to the Plan,
shall receive ten (10) Company Shares allocated to the Participant's
Matching Contribution Stock Account. This allocation of ten (10)
Company Shares is in addition
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to any other contributions made by an Adopting Employer on behalf of
such Participant. A Participant shall have a non-forfeitable interest
in such ten (10) Company Shares allocated to his Matching Contribution
Stock Account as provided in Section 11.1."
Section 7.1 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:
1. Compensation Reduction.
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To make or receive After-Tax Contributions and/or Before-Tax
Contributions under the Plan, a Participant must consent to a reduction
of Compensation in accordance with such rules as shall be prescribed by
the Committee for this purpose. A Participant must specify the
percentage by which he elects to reduce his Compensation and the
portion of the reduction that he intends as an After-Tax Matched
Contribution and an After-Tax Unmatched Contribution and the portion
that he intends as a Before-Tax Matched Contribution and a Before-Tax
Unmatched Contribution. Once effective, a reduction in Compensation
shall remain in effect until it is modified or revoked, or the
Participant ceases to be an Active Participant.
IV.
Section 7.2 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:
7.2. Modification of Contributions.
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A Participant whose compensation is being reduced shall be permitted
the following elections:
a)Change in Contribution Rate: A Participant may elect to change the
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rate of his After-Tax Contributions and/or Before-Tax
Contributions (within the limits specified in Section 4.2 and 5.2)
at such time and in accordance with such rules as prescribed by
the Committee.
b)Suspension of Contributions: A Participant may elect to suspend his
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After-Tax Contributions and/or Before-Tax Contributions at such
time and in accordance with such rules as prescribed by the
Committee.
V.
Section 8.2(e) of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:
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"(e) `Anheuser-Busch Stock Account' to reflect Anheuser-Busch Shares
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credited to the Participant's Plan Account."
VI.
Section 8.9 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"8.9. Adjustments to Reflect Dividends.
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All cash dividends on Company Shares shall be credited to the
Participant's corresponding Stock Accounts as of the Valuation Date
immediately following the payment of such dividends and applied in
accordance with the provisions of Section 9.6. All cash dividends on
Anheuser-Busch Shares shall be credited to the Anheuser-Busch Stock
Account."
VII.
Section 9.6(a)(ii) of the Plan is hereby deleted in its entirety and
the following is substituted in lieu thereof:
"(ii) Cash Purchase Fund Shares: Cash dividends on Company Shares
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held within the Cash Purchase Fund shall be applied to acquire Company
Shares."
VIII.
Section 9.6(b) of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"(b) Cash dividends paid to the Trustee on Anheuser-Busch Shares held
in the Anheuser-Busch Stock Account shall be applied to purchase
Anheuser-Busch Shares."
IX.
The following is hereby added to Section 11.1 of the Plan which shall
read as follows:
"Anything contained herein to the contrary notwithstanding, (a) a
Participant shall have a non-forfeitable interest in his Plan Account
attributable to the ten (10) Company Shares, if any, allocated to his
Plan Account in accordance with the provisions of Section 6.1 of the
Plan, and (b) an Employee who on October 14, 1996 was employed in the
MIS
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Department and who was transferred on October 15, 1996 to Electronic
Data Systems shall have a non-forfeitable interest in his Plan Account
as of the date of such transfer."
X.
Section 11.2 of the Plan is hereby deleted in its entirety and the
following is substituted in lieu thereof:
"11.2. Years of Service.
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All Years of Service shall count for purposes of determining a
Participant's vested interest in his Plan Account attributable to his
Employer Matching Contributions."
IN WITNESS WHEREOF, the Company has caused this Amendment No. 2 to be
executed as of the 30th day of June, 1997.
THE EARTHGRAINS COMPANY
By:
Title:
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