This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
only by the Offer to Purchase, dated July 3, 2001, and the related Letter of
Transmittal and any amendments or supplements thereto, and is being made to all
holders of Shares. The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the making
of the Offer or the acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. In those jurisdictions
where securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of the
Purchaser (as defined below) by J.P. Morgan Securities Inc. (the "Dealer
Manager"), or one or more registered brokers or dealers licensed under the laws
of such jurisdiction to be designated by the Purchaser.

Notice of Offer to Purchase for Cash
All of the Outstanding Shares of Common Stock
(Including the Associated Rights to Purchase Preferred Stock)
of
The Earthgrains Company
at
$40.25 Net Per Share
by
SLC Acquisition Corp.
a wholly owned subsidiary of
Sara Lee Corporation


SLC Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of Sara Lee Corporation, a Maryland corporation ("Parent"), is
offering to purchase all of the outstanding shares of common stock, par value
$0.01 per share, of The Earthgrains Company, a Delaware corporation (the
"Company"), including the associated rights to purchase preferred stock
(collectively, the "Shares"), at a price of $40.25 per Share, net to the seller
in cash, on the terms and subject to the conditions set forth in the Offer to
Purchase, dated July 3, 2001 (the "Offer to Purchase"), and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). Tendering stockholders who have
Shares registered in their names and who tender directly to Mellon Investor
Services LLC (the "Depositary") will not be charged brokerage fees or
commissions or, except as set forth in the Letter of Transmittal, transfer taxes
on the purchase of Shares pursuant to the Offer. Stockholders who hold their
Shares through a broker or bank should consult such institution as to whether it
charges any service fees. The Purchaser will pay all charges and expenses of the
Depositary and Morrow & Co., which is acting as the information agent (the
"Information Agent"), incurred in connection with the Offer. Following the
consummation of the Offer, the Purchaser intends to effect the Merger described
below.


THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, JULY 31, 2001, UNLESS THE OFFER IS EXTENDED.

The Offer is conditioned upon, among other things, (i) there being validly
tendered and not withdrawn prior to the Expiration Date (as defined below) of
the Offer a number of Shares that represents at least a majority of the issued
and outstanding Shares at such time on a fully diluted basis and (ii) the
waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, the European Community Merger Regulation, as amended, and any other
comparable provisions under any pre-merger notification laws or regulations of
foreign jurisdictions having expired or been terminated.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as
of June 29, 2001 (the "Merger Agreement"), by and among Parent, the Purchaser
and the Company. The purpose of the Offer is for Parent, through the Purchaser,
to acquire a majority voting interest in the Company as the first step in
acquiring the entire equity interest in the Company. The Merger Agreement
provides that, among other things, the Purchaser will make the Offer and, after
the purchase of Shares pursuant to the Offer and the satisfaction or waiver of
the other conditions set forth in the Merger Agreement and in accordance with
relevant provisions of the Delaware General Corporation Law (the "DGCL"), the
Purchaser will be merged with and into the Company, with the Company continuing
as the surviving corporation (the "Merger"). At the effective time of the Merger
(the "Effective Time"), each Share issued and outstanding immediately prior to
the Effective Time (other than Shares owned by Parent or the Company or any of
their respective subsidiaries, all of which will be cancelled, and other than
Shares that are held by stockholders, if any, who properly exercise their
dissenters' rights under the DGCL, if available) will be converted into the
right to receive $40.25 in cash, or any higher price that is paid in the Offer,
without interest thereon (the "Offer Price").

THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY (I) DETERMINED THAT THE TERMS
OF THE OFFER AND THE MERGER ARE FAIR TO AND IN THE BEST INTERESTS OF THE
STOCKHOLDERS OF THE COMPANY, (II) APPROVED THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, AND (III)
RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR
SHARES PURSUANT TO THE OFFER AND APPROVE AND ADOPT THE MERGER AGREEMENT.

For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance of such Shares for payment pursuant to
the Offer. In all cases, on the terms and subject to the conditions of the
Offer, payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price with the Depositary, which will act as agent for
tendering stockholders for the purpose of receiving payment from the Purchaser
and transmitting such payment to tendering stockholders. Under no circumstances
will interest on the purchase price of Shares be paid by the Purchaser because
of any delay in making any payment. Payment for Shares tendered and


accepted for payment pursuant to the Offer will be made only after the timely
receipt by the Depositary of (i) certificates for such Shares or timely
confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase) pursuant to the procedures set forth in the Offer to Purchase, (ii) a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) with all required signature guarantees or, in the case of
book-entry transfer, an Agent's Message (as defined in the Offer the Purchase),
and (iii) any other documents required by the Letter of Transmittal.

The Purchaser may, without the consent of the Company, (i) extend the Offer
beyond the scheduled Expiration Date if any of the conditions to its obligation
to accept for payment and to pay for the Shares shall not be satisfied or, to
the extent permitted by the Merger Agreement, waived by 12:00 Midnight, New York
City time, on Tuesday, July 31, 2001, or (ii) extend the Offer for any period
required by any rule, regulation or interpretation of the Securities and
Exchange Commission applicable to the Offer. If, at the Expiration Date, (1) any
applicable waiting period under each of the Hart-Scott-Rodino Antitrust
Improvements Act, the European Community Merger Regulation, and any other
comparable provisions under any pre-merger notification laws or regulations of
foreign jurisdictions has not expired or been terminated or (2) (A) there is any
banking moratorium, limitation on the extension of credit or any change which
materially and adversely affects the ability of financial institutions in the
United States to extend credit or (B) subject to Parent's obligations under the
Merger Agreement, there is any pending proceeding by a governmental entity
against Parent, the Purchaser or the Company or any statute, law or regulation
is enacted or promulgated, which has certain specified adverse effects on
Parent, the Purchaser, the Company or their ability to consummate the
transactions contemplated by the Merger Agreement, then, in each case, the
Purchaser shall extend the Offer from time to time until March 31, 2002 (or June
30, 2002 if additional time is required in connection with obtaining the
required antitrust approvals). The Purchaser may, but is not required to,
subject to the terms of the Merger Agreement, provide a subsequent offering
period in accordance with Rule 14d-11 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), following the Expiration Date. A subsequent
offering period is an additional period of time from three to 20 business days
in length, beginning after the Purchaser purchases Shares tendered in the Offer,
during which time stockholders may tender, but not withdraw, their Shares and
receive the Offer Price. Under the Exchange Act, no withdrawal rights apply to
Shares tendered during a subsequent offering period, and no withdrawal rights
apply during the subsequent offering period with respect to Shares tendered in
the Offer and accepted for payment. The term "Expiration Date" means 12:00
Midnight, New York City time, on Tuesday, July 31, 2001, unless the Purchaser
shall have extended the period of time for which the Offer is open, in which
event the term "Expiration Date" shall mean the latest time and date at which
the Offer, as so extended by the Purchaser, shall expire.

Any extension of the period during which the Offer is open will be followed, as
promptly as practicable, by public announcement thereof, such announcement to be
issued not later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date. During any such extension, all
Shares previously tendered and not withdrawn will remain subject to the Offer,
subject to the rights of a tendering stockholder to withdraw such stockholder's
Shares except during the subsequent offering period.


Shares tendered pursuant to the Offer may be withdrawn at any time prior to the
Expiration Date and, unless theretofore accepted for payment pursuant to the
Offer, also may be withdrawn at any time after August 31, 2001. Except as
otherwise provided in Section 4 of the Offer to Purchase, tenders of Shares made
pursuant to the Offer are irrevocable. For a withdrawal of Shares tendered
pursuant to the Offer to be effective, a written, telegraphic or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of the Offer to Purchase. Any
notice of withdrawal must specify the name and taxpayer identification number of
the person who tendered the Shares to be withdrawn, the number of Shares to be
withdrawn and the name of the registered holder of such shares, if different
from that of the person who tendered the Shares. If certificates for Shares to
be withdrawn have been delivered or otherwise identified to the Depositary,
then, prior to the physical release of such certificates, the serial numbers
shown on such certificates must be submitted to the Depositary and, unless such
Shares have been tendered for the account of an Eligible Institution (as defined
in the Offer to Purchase), the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution. If Shares have been tendered pursuant to
the procedures for book-entry transfer as set forth in the Offer to Purchase,
any notice of withdrawal must also specify the name and number of the account at
the Book-Entry Transfer Facility to be credited with the withdrawn Shares. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal will be determined by the Purchaser, in its sole discretion, and its
determination will be final and binding on all parties.

The information required to be disclosed by Paragraph (d)(1) of Rule 14d-6 of
the General Rules and Regulations under the Exchange Act is contained in the
Offer to Purchase and is incorporated herein by reference.

The Company has provided to the Purchaser its list of stockholders and security
position listings for the purpose of disseminating the Offer to holders of
Shares. The Offer to Purchase, the related Letter of Transmittal and other
related materials are being mailed to record holders of Shares and will be
furnished to brokers, dealers, commercial banks, trust companies and similar
persons whose names, or the names of whose nominees, appear on the stockholder
list or, if applicable, who are listed as participants in a clearing agency's
security position listing, for subsequent transmittal to beneficial owners of
Shares. THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.

Questions and requests for assistance and copies of the Offer to Purchase, the
Letter of Transmittal and all other tender offer materials may be directed to
the Information Agent or the Dealer Manager at its address and telephone number
set forth below and will be furnished promptly at the Purchaser's expense. The
Purchaser will not pay any fees or commissions to any broker or dealer or any
other person (other than the Dealer Manager and the Information Agent) for
soliciting tenders of Shares pursuant to the Offer.

The Information Agent for the Offer is:

MORROW & CO., INC.
445 Park Avenue, 5th Floor


New York, New York 10022
Banks and Brokerage Firms Call: (212) 754-8000
E-Mail: earthgrains.info@morrowco.com

Shareholders Please Call: (800) 607-0088


The Dealer Manager for the Offer is:


JP Morgan LOGO


J.P. Morgan Securities Inc.

60 Wall Street
New York, New York 10260-0060
Call: (866) 262-0777

July 3, 2001