Exhibit 10.11


    
      

    


    EXHIBIT
      10.11

    


    FIRST
      AMENDMENT TO ANHEUSER-BUSCH 401(k)

    RESTORATION
      PLAN

    (Amended
      and Restated as of March 1, 2000)

    


    In
      accordance with the provisions of Article XII of the Anheuser-Busch 401(k)
      Restoration Plan (the “Plan”), the Plan is hereby amended as
      follows:

    


    
      	
              1.

            	
              The
                following
                new Section 2.19 is hereby inserted immediately following Section
                2.18,
                effective December 1, 2005:

            
	 	 
	 	
              2.19.        
                “Special
                Assignment Employee.”

            
	 	 
	 	
              A
                person
                considered to be an employee of any Participating Employer for payroll
                purposes but for whom employment with the Participating Employer
                is deemed
                to have terminated pursuant to the provisions of Section 409A of
                the
                Internal Revenue Code of 1986, as amended (“Section 409A”), and proposed
                Treasury Regulations issued under Section 409A.

            
	 	 
	
              2.

            	
              Section
                7.1
                is hereby amended to read as follows, effective December 10,
                2004:

            
	 	 
	 	
              7.1.          
                Election
                of Hypothetical Investments.

            
	 	 
	 	
              Prior
                to
                becoming a Participant, each Participant must (and at such times
                as the
                Company may thereafter allow, each Participant may) select the combination
                of Investment Funds in which he or she wishes hypothetically to invest,
                subject to the following
                limitations:

            


    

    


    
      	
               

            	
              (a)

            	
              The
                portion
                of each Participant’s
                Account which is attributable to Company Contributions, including
                earnings
                thereon, shall be hypothetically.

            
	 	 	 
	
               

            	
              (b)

            	
              At
                least 50%
                of the portion of each Participant’s Account which
                is
                attributable to Personal Salary Deferral Contributions, including
                earnings
                thereon, shall be hypothetically invested in the Company Stock Fund
                in
                accordance with the rules and regulations of the Regular 401(k)
                Plan.

            
	 	 	 
	
               

            	
              (c)

            	
              Notwithstanding
                (b) above, no part of the value of a Reporting Person’s Account which
                is
                attributable to Personal Salary Deferral Contributions shall be
                hypothetically invested in the Company Stock Fund at any
                time.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
               

            	
              (d)

            	
              A
                Participant’s
                elections
                respecting hypothetical investment of future deferrals and hypothetical
                investment of the Participant's existing Account shall be made separately
                and independently in accordance with the rules and regulations of
                the
                Regular 401(k) Plan.

            
	 	 	 
	
               

            	
              (e)

            	
              If
                a
                Participant dies before distribution of the Participant’s entire Account
                is complete,
                the Participant's Beneficiary shall have the right to make the elections
                reserved to the Participant in the foregoing subsections of this
                Section
                7.1 from the date the Employee Stock Plans Department of the Company
                receives written notice of the Participant's death through the date
                of
                final distribution; provided: (i) if a deceased Participant has two
                or
                more Beneficiaries, the Beneficiaries shall have the right to make
                such
                elections with respect to the portions of the Participant’s Account to which
                they are
                respectively entitled; and (ii) if the Beneficiary is a minor or
                otherwise
                legally incompetent, a parent or legal guardian of the Beneficiary,
                as the
                case may be, shall exercise such right on behalf of the
                Beneficiary.

            


    

    


    
      	
              3.

            	
              The
                following
                new Section 13.14 is hereby inserted immediately following Section
                13.13,
                effective December 1, 2005:

            
	 	 
	 	
              13.14.      
                Special
                Assignment Employees.

            


    

    


    
      	
               

            	
              (a)

            	
              In
                order to
                operate the Plan in good faith compliance with the applicable provisions
                of Section 409A, an election made by a Special Assignment Employee
                to make
                Personal Salary Deferral Contributions with respect to 2005 Compensation
                shall be immediately terminated (the “Terminated
                Election”).

            
	 	 	 
	
               

            	
              (b)

            	
              Notwithstanding
                anything herein to the contrary, the Company Contributions related
                to the
                Terminated Election and hypothetical investments thereon shall vest
                and
                become non-forfeitable as of the effective date of this
                Amendment.

            
	 	 	 
	
               

            	
              (c)

            	
              The
                portion
                of the Account attributable to the Personal Salary Deferral Contributions
                made with respect to the Terminated Election, related Company
                Contributions, and hypothetical investments credited thereon in accordance
                with Article VII, shall be

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	 	distributed
              to the Participant on or before December 31, 2005
              (subject to appropriate withholding of taxes).
	 	 	 
	
               

            	
              (d)

            	
              All
                election
                terminations and corresponding Account distributions shall be made
                in
                conformance with Section 409A, Internal Revenue Service Notice 2005-1,
                and
                proposed Treasury Regulations issued under Section
                409A.

            


    

    


    IN
      WITNESS
      WHEREOF,
      Anheuser-Busch
      Companies, Inc. has executed this First Amendment this 13 day of December,
      2005.

    


    


    ANHEUSER-BUSCH
      COMPANIES, INC.

    


    


    



      	
              By: /s/ W. Randolph Baker                             
     W.
                Randolph
                Baker
     Chief
                Financial Officer

            	
              

            
	 	
              

            
	 	
              

            


    

    





    
      
        
        

      

      
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