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                                                     Exhibit 10.11

                                ANHEUSER-BUSCH
                           401(k) RESTORATION PLAN

                   Amended and Restated as of March 1, 2000


                               ANHEUSER-BUSCH
                           401(k) RESTORATION PLAN
                           -----------------------

                  (Amended and Restated as of March 1, 2000)

                                  ARTICLE I

                             RESTATEMENT OF PLAN
                             -------------------

      1.1.   Action By Company.  Effective as of January 1, 1994,
             -----------------
Anheuser-Busch Companies, Inc., a Delaware corporation (the "Company"),
established the Anheuser-Busch 401(k) Restoration Plan (the "Plan").  The
Company reserved to itself the right to amend the Plan and has amended the
Plan.  The Company deems it necessary and desirable to amend and restate the
Plan in its entirety as set forth herein, effective March 1, 2000.

      1.2.   Purpose of the Plan.  The Plan is established and maintained by
             -------------------
the Company for the purpose of restoring certain benefits which are precluded
from being provided under the Regular 401(k) Plan to a select group of
management and highly compensated employees.


                                  ARTICLE II

                                 DEFINITIONS
                                 -----------

             Except as otherwise expressly provided in this Plan, all
capitalized terms used herein shall have the meaning ascribed to them in the
Regular 401(k) Plan.

      2.1.   "Account".  The separate record of the interest of each
              -------
Participant in this Plan which the Company will establish in accordance with
Article VI.

      2.2.   "Beneficiary."  The individual or individuals designated by a
              -----------
Participant to receive benefits under Section 9.9, or any other person deemed
to be a Beneficiary under any other provision of this Plan or by law.

      2.3.   "Company Contributions."  The amounts credited to the Accounts
              ---------------------
of Participants pursuant to Article V hereof.

      2.4.   "Compensation."  Base Pay under the Regular 401(k) Plan, except
              ------------
that no reduction shall be made to reflect the limitation under Section
401(a)(17) of the Code.

      2.5.   "Effective Date." The original Effective Date of the Plan was
              --------------
January 1, 1994.  The Effective Date of this amendment and restatement of the
Plan is March 1, 2000.

                                      1


      2.6.   "Election Date."  A date determined by the Company not later
              -------------
than which any election under the Plan must be made.

      2.7.   "Eligible Employee."  An Employee of any Participating Employer
              -----------------
who is eligible to participate in the Plan in accordance with Article III
hereof.

      2.8.   "Employee."  A common-law employee of any Participating
              --------
Employer.

      2.9.   "Investment Fund."  Any of the investment sub-funds which, from
              ---------------
time to time, comprise the Fund under the Regular 401(k) Plan.  At the time
of the establishment of this Plan, the Investment Funds include the Company
Stock Fund, the Equity Index Fund, the Medium-Term Fixed Income Fund and the
Short-Term Fixed Income Fund.

      2.10.  "Match Rate."  The applicable contribution rate for Company
              ----------
Matching Contributions under the Regular 401(k) Plan from time to time.

      2.11.  "Participant."  Any Eligible Employee who has elected to
              -----------
participate in the Plan in accordance with Section 4.1 hereof and for whom an
Account is maintained.

      2.12.  "Participating Employer."  The Company and any other employer
              ----------------------
which is a Participating Employer under the Regular 401(k) Plan and employs
any Eligible Employees.

      2.13.  "Personal Salary Deferral Contributions."  A Participant's
              --------------------------------------
personal salary deferral contributions to this Plan.

      2.14.  "Plan Year."  The fiscal year adopted for this Plan.  On the
              ---------
Effective Date, the Plan Year is the calendar year.

      2.15.  "Regular 401(k) Plan."  The Anheuser-Busch Deferred Income Stock
              -------------------
Purchase and Savings Plan, as amended from time to time.

      2.16.  "Regular 401(k) Plan Matched Contributions."  A Participant's
              -----------------------------------------
Personal Contributions to the Regular 401(k) Plan with respect to which
Company Matching Contributions are made.

      2.17.  "Reporting Person."  As of a given date, an Employee who would
              ----------------
be required to report an ordinary purchase or sale of the common stock of the
Company occurring on such date to the Securities and Exchange Commission
pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

      2.18.  "Reporting Person's HCSF Sub-Account."  That portion of an
              -----------------------------------
Account of a Reporting Person which is hypothetically invested in the Company
Stock Fund.

                                      2


                                 ARTICLE III

                                 ELIGIBILITY
                                 -----------

      3.1.   Eligibility on Election Dates.  Any person who is an Employee of
             -----------------------------
a Participating Employer on the Effective Date or any subsequent Election
Date is eligible to participate in the Plan as of such Effective Date or
Election Date provided he or she satisfies the requirements of Section 3.2 on
such date.

      3.2.   Eligibility Requirements.  In order to be eligible to defer any
             ------------------------
portion of his Compensation under the Plan from time to time, an Employee
must satisfy the following requirements:

                (a)   Be a participant in the Regular 401(k) Plan;

                (b)   Have Compensation exceeding the limit established under
Section 401(a)(17) of the Code, determined on a ratable basis under the
standards applied under the Regular 401(k) Plan; and

                (c)   Be contributing to the Regular 401(k) Plan the maximum
percentage of Base Pay which may constitute Regular 401(k) Plan Matched
Contributions.

      3.3.   Participation.  Any Eligible Employee shall become a Participant
             -------------
in the Plan by electing to make Personal Salary Deferral Contributions
pursuant to Article IV hereof, and shall remain a Participant as long as he
or she shall continue to live and have an Account.

      3.4.   Suspension.
             ----------

                (a)   A Participant who reduces contributions to the Regular
401(k) Plan below the maximum percentage of Base Pay which may constitute
Regular 401(k) Plan Matched Contributions shall be suspended from making
Personal Salary Deferral Contributions and from receiving Company
Contributions under this Plan for period of twelve (12) months after the
effective date of such reduction.

                (b)   A Participant who makes a withdrawal pursuant to
Section 9.6 or a hardship withdrawal under the Regular 401(k) Plan shall be
suspended from making Personal Salary Deferral Contributions and receiving
Company Contributions under this Plan for a period of twelve (12) months
after the effective date of such withdrawal.

                (c)   A Participant who is suspended from making Regular
401(k) Plan Matched Contributions for any other reason shall be suspended
from making Personal Salary Deferral Contributions and receiving Company
Contributions under this Plan for the same period as the suspension period
provided for in the

                                      3


Regular 401(k) Plan.

                (d)   Any Participant suspended pursuant to this Section 3.4
may resume deferrals under this Plan only if the Participant satisfies the
requirements of Section 3.2 at the time of resumption and makes an election
described in Section 4.1 not later than the Election Date for the Plan Year
in which deferrals are resumed, whether the Participant's suspension period
expires as of January 1 or on a later date during the Plan Year.


                                  ARTICLE IV

                     PARTICIPANT DEFERRAL OF COMPENSATION
                     ------------------------------------

      4.1.   Election.  An Eligible Employee who wishes to begin or resume
             --------
Personal Salary Deferral Contributions under the Plan must execute and
deliver the appropriate Company form properly completed.  Execution and
delivery of such form to the Company shall be an irrevocable direction by the
Participant to his or her Participating Employer to defer payment of an
amount which is equal to (a) the difference between the Participant's
Compensation and the applicable annual compensation limit under Section
401(a)(17) of the Code, times (b) the maximum percentage of Base Pay which
may constitute Regular 401(k) Plan Matched Contributions until the earlier of
the date the Participant's employment with all Participating Employers ends,
the date of suspension of the Participant's contributions pursuant to Section
3.4 or the date of cessation of the Participant's Personal Salary Deferral
Contributions pursuant to Section 4.4.

      4.2.   Time For Making Election.  In general, the election described in
             ------------------------
Section 4.1 must be made not later than the Election Date which immediately
precedes the Plan Year in which the Participant wishes to begin or resume
making Personal Salary Deferral Contributions.  In the case of an Employee
who becomes an Eligible Employee after the Effective Date, the election to
begin making Personal Salary Deferral Contributions described in Section 4.1
must be made not later than the Election Date which coincides with such
Employee's initial eligibility, and will apply to defer amounts attributable
to services performed after such Election Date.

      4.3.   Special Rule for Reporting Persons.  Notwithstanding anything,
             ----------------------------------
an election described in Section 4.1 by a Reporting Person shall not be
effective as to Compensation payable prior to the first day of the month
following the calendar month in which the election is executed and delivered.

                                      4


      4.4.   Cessation of Personal Salary Deferral Contributions. A
             ---------------------------------------------------
Participant may cease making Personal Salary Deferral Contributions as of the
first day of any Plan Year, provided that the Participant executes and delivers
the appropriate form promulgated by the Company not later than the Election
Date which immediately precedes the Plan Year.  An election under this Section
4.4 does not constitute a termination of participation in the Plan.


                                  ARTICLE V

                            COMPANY CONTRIBUTIONS
                            ---------------------

             Each Participant's Account will be credited with a Company
Matching Contribution which is equal to (a) the amount of such Participant's
Personal Salary Deferral Contribution, times (b) the Match Rate, all as
determined from time to time.  Each Participant's Account will be credited
with a Supplemental Contribution for each Plan Year at the same rate as the
Supplemental Contribution under the Regular 401(k) Plan for the Regular
401(k) Plan's plan year within which the Plan Year of this Plan ends.


                                  ARTICLE VI

                                   ACCOUNTS
                                   --------

      6.1.   Establishment of Accounts.  The Company will establish an
             -------------------------
Account for the benefit of each Participant.

      6.2.   Crediting of Personal Salary Deferral Contributions.  Each
             ---------------------------------------------------
Participant's Account shall be credited with his or her Personal Salary
Deferral Contributions at the same time as accounts under the Regular 401(k)
Plan are credited with Personal Contributions.

      6.3.   Crediting of Company Contributions.  Each Participant's Account
             ----------------------------------
will also be credited with Company Matching Contributions and Supplemental
Contributions in accordance with Article V, at the same times as accounts
under the Regular 401(k) Plan are credited therewith.

      6.4.   Crediting or Debiting of Investment Returns.  The Company shall
             -------------------------------------------
credit or debit, as the case may be, each Participant's Account to reflect
the return on hypothetical investments provided in Article VII.

      6.5.   Debiting of Payments.  Each Participant's Account shall be
             --------------------
debited by the amount of any payments of benefits pursuant to Article IX at
the time of any such payments.

                                      5


                                 ARTICLE VII

                           HYPOTHETICAL INVESTMENTS
                           ------------------------

      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 invested at all times in the Company Stock Fund.

                (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 for at least one complete Plan Year after the Plan Year of
contribution.

                (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.

      7.2.   Crediting of Investment Returns.  The Company shall, at such
             -------------------------------
times and in such manner as it in its sole discretion determines to be
appropriate, credit or debit each Participant's Account, as the case may be,
with the appropriate amount of income, gain or loss, as if such Account had
been invested in the combination of Investment Funds he or she has selected
in accordance with Section 7.1.

                                      6


                                 ARTICLE VIII

                                   VESTING
                                   -------

      8.1.   Personal Salary Deferral Contributions.  The portion of a
             --------------------------------------
Participant's Account which is attributable to the Participant's Personal
Salary Deferral Contributions, together with all earnings thereon, shall be
fully vested and non-forfeitable at all times.

      8.2.   Company Contributions.  The portion of a Participant's Account
             ---------------------
which is attributable to Company Contributions, together with all earnings
thereon, shall vest and become non-forfeitable when the portion of such
Participant's Regular 401(k) Plan account which is attributable to Company
Matching Contributions and Supplemental Contributions vests and becomes
non-forfeitable.


                                  ARTICLE IX

                             PAYMENT OF BENEFITS
                             -------------------

      9.1.   Election.
             --------

                (a)   At the time an Eligible Employee makes the initial
election to participate in the Plan which is described in Section 4.1, he or
she shall also irrevocably elect whether amounts deferred under the Plan
during the initial Plan Year and subsequent Plan Years shall be made in a
single sum, or five (5) installments, and whether payment shall begin as of
the first day of the calendar month following termination of the
Participant's employment with all Employing Companies or as of the January 1
following the termination, all subject to acceleration as provided for in
Sections 9.6, 9.7 and 9.8.

                (b)   A Participant may change any prior election made
pursuant to Section 9.1(a) or any election pursuant to this Section 9.1(b),
effective as to the value of the Participant's Account which is attributable
to contributions made on and after the first day of any succeeding Plan Year.
Notice of any such change shall be filed by the Election Date for such Plan
Year on a form prescribed by the Company.

      9.2.   Commencement of Payments.  Subject to the remaining provisions
             ------------------------
of this Article IX, payments under the Plan shall begin as of the first day
of the calendar month following the Participant's termination of employment
with all Employing Companies or as of the January 1 following the
termination, as elected by the Participant.

                                      7


      9.3.   Timing of Payments.
             ------------------

                (a)   If a Participant has elected payment of any portion of
the Participant's Account in a single sum pursuant to Section 9.1, such
single sum amount shall be due and payable as of the first day of the
calendar month following termination of the Participant's employment with all
Employing Companies or as of the January 1 following the termination, as
elected by the Participant.

                (b)   If a Participant has elected payment of any portion of
the Participant's Account in installments pursuant to Section 9.1, the
initial installment shall be due and payable as of the first day of the
calendar month following the Participant's termination of employment with all
Employing Companies or as of the January 1 following the termination, as
elected by the Participant, and the remaining four (4) installments shall be
due and payable as of January 1 of the next four (4) Plan Years.

                (c)   Notwithstanding Section 9.3(b), if the Participant's
employment with all Employing Companies terminates before age fifty-five (55)
for any reason other than the Participant's death or disability, the Company
may determine that payment of the Participant's entire Account balance shall
be paid in a single sum, notwithstanding any election by the Participant to
the contrary.

      9.4.   Set Off and Withholding.
             -----------------------

                (a)   Any amount then due and payable by the Company to any
Participant and/or Beneficiary under this Plan may be offset by any amount
owed to any Employing Company by the Participant and/or Beneficiary for any
reason and in any capacity whatsoever, as the Company may determine in its
sole and absolute discretion.

                (b)   There shall be deducted from any amount payable under
this Plan all taxes required to be withheld by any federal, state or local
government.  Participants and their Beneficiaries shall bear any and all
federal, state, local and other income taxes and other taxes imposed on
amounts paid under the Plan, whether or not withholding is required or
carried out in accordance with this provision.

      9.5.   Determination of Payment Amounts.
             --------------------------------

                (a)   If payment to a Participant or Beneficiary occurs in a
single sum, the amount of such single sum shall be equal to the Participant's
vested Account balance as of the Plan's valuation date immediately preceding
the payment date.

                (b)   If payment to a Participant or Beneficiary occurs in
annual installments, the amount of each installment shall be equal to the
Participant's vested Account balance as of the Plan's

                                      8



valuation date immediately preceding the payment date, divided by the number
of installments then remaining to be paid.  For example, to determine the
amount of the first installment, divide the Participant's vested Account
balance by five (5); to determine the amount of the second installment,
divide the Participant's vested Account balance by four (4), and so on.

      9.6.   Unforeseeable Emergency.
             -----------------------

                (a)   Notwithstanding Sections 9.1, 9.2 and 9.3 above, the
Company may determine that payment of any portion of the amount then due a
Participant or Beneficiary under the Plan shall be accelerated on application
of the Participant or Beneficiary on account of and subject to reasonable
proof of unforeseeable emergency.

                (b)   For purposes of this Section 9.6, an unforeseeable
emergency is a severe financial hardship to the Participant or Beneficiary
resulting from a sudden and unexpected illness or accident of the Participant
or Beneficiary or of a dependent (as defined in section 152(a) of the
Internal Revenue Code) of the Participant or Beneficiary, loss of the
Participant's or Beneficiary's property due to casualty, or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant or Beneficiary.  The circumstances that
will constitute an unforeseeable emergency will depend upon the facts of each
case, but, in any case, payment may not be made to the extent that such
hardship is or may be relieved--

                      (i)   Through reimbursement or compensation by
insurance or otherwise,

                      (ii)  By liquidation of the Participant's or
Beneficiary's assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship, or

                      (iii) By cessation of Personal Salary Deferral
Contributions under the Plan if and when possible under the remaining
provisions of the Plan, or by cessation of elective deferrals if and when
possible under any other deferred compensation plan for which the Participant
or Beneficiary is eligible.

Examples of what are not considered to be unforeseeable emergencies include
the need to send a Participant's or Beneficiary's child to college or the
desire to purchase a home.

                (c)   Withdrawal of amounts because of an unforeseeable
emergency shall be permitted only to the extent reasonably needed to satisfy
the emergency.  If the Company determines that an unforeseeable emergency
requires and can be satisfied by cessation of deferrals under this Plan and
any other deferred compensation plan without withdrawal under this Plan, the
Company shall direct

                                      9


cessation of such deferrals under this Plan and any other such plan if and to
the extent permitted under the provisions thereof, and shall not direct
acceleration of payment under this Section 9.6.

                (d)   All determinations under this Section 9.6 shall be made
by an Administrative Committee appointed pursuant to Section 11.1(c).

      9.7.   Change in Control.
             -----------------

                (a)   If a Change in Control (as defined in Sec. 9.7(b)) shall
occur, then, notwithstanding anything to the contrary herein, the entire
amount accrued on behalf of a Participant under the Plan as of the Change in
Control Date shall be paid in a single sum within 30 days after the Change in
Control Date.

                (b)   For purposes of this Plan, a "Change in Control" shall
occur automatically if and when an "Acceleration Date" occurs as defined in
the Company's 1998 Incentive Stock Plan or if and when an analogous change in
control event occurs as defined in any successor to such plan, and the Change
in Control Date shall be the Acceleration Date or analogous date as defined
therein.

                (c)   This Sec. 9.7 may be deleted or amended in any way
pursuant to Article XII at any time prior to a Change in Control.
Notwithstanding Article XII, following a Change in Control, the provisions of
this Sec. 9.7 cannot, after the Change in Control Date, be amended in any
manner without the written consent of each individual who was a Participant
immediately prior to a Change in Control.

                (d)   Following a Change in Control, this Plan may continue
in effect, notwithstanding that payment of benefits shall have been made
under Sec. 9.7(a).

                (e)   If, by reason of this Section 9.7, an excise or other
special tax ("Excise Tax") is imposed on any payment under the Plan (a
"Required Payment"), the amount of each Required Payment shall be increased
by an amount which, after payment of income taxes, payroll taxes and Excise
Tax on such additional amount, will equal such Excise Tax on the Required
Payment.

      9.8.   General Right to Accelerate Payment.  Notwithstanding Sections
             -----------------------------------
9.2 and 9.3, the Company by its proper officers in its sole discretion may
direct current payment of all amounts then credited to all Participants'
Accounts under the Plan.

                                      10


      9.9.   Payments After Death.
             --------------------

                (a)   Except as otherwise provided in this Section 9.9, any
amount payable under this Plan as a result of or following the death of a
Participant shall be applied only for the benefit of the Beneficiary or
Beneficiaries designated by the Participant pursuant to this Section 9.9 or
any other person deemed to be a Beneficiary under any other provision of this
Plan or by law.  Each Participant shall specifically designate, by name, on
forms provided by the Company, the Beneficiary(ies) to whom any such amounts
shall be paid.  A Participant may change or revoke a Beneficiary designation
without the consent of the Beneficiary(ies) at the time by filing a new
Beneficiary designation form with the Company.  The filing of a new form
shall automatically revoke any forms previously filed with the Company.
A Beneficiary designation form not properly filed with the Company prior to
the death of the Participant shall have no validity under the Plan.

                (b)   Any such designation shall be contingent on the
designated Beneficiary surviving the Participant.  If the designated
Beneficiary survives the Participant but dies before receiving the entire
amount payable to the designated Beneficiary hereunder, the amount which
would otherwise have been so paid shall be paid to the estate of the deceased
Beneficiary unless a contrary direction was made by the Participant, in which
case such direction shall control.  More than one Beneficiary, and
alternative or contingent Beneficiaries may be designated, in which case the
Participant shall specify the shares, terms and conditions upon which amounts
shall be paid to such multiple or alternative or contingent Beneficiaries,
all of which must be satisfactory to the Company.

                (c)   If no Beneficiary designation is on file with the
Company at the time of the Participant's death, the beneficiary(ies) for
purposes of the Regular 401(k) Plan shall be deemed to be the Beneficiary
designated to receive any amounts then remaining payable under this Plan.

                (d)   If no Beneficiary designated by the Participant under
this Plan or the Regular 401(k) Plan survives the Participant, the
Participant's estate shall be deemed to be the Beneficiary designated to
receive any amounts then remaining payable under this Plan.

                (e)   In determining any question concerning a Participant's
Beneficiary, the latest designation filed with the Company shall control and
intervening changes in circumstances shall be ignored; provided, if a
Participant's spouse is designated as Beneficiary but thereafter is divorced
from the Participant, such designation shall become invalid as of the date of
divorce unless the Participant files a Beneficiary designation form with the
Company after the date of divorce confirming designation of such former
spouse as Beneficiary.

                                      11


                (f)   Any check issued on or before the date of a
Participant's death shall remain payable to the Participant whether or not
the check is received by the Participant prior to death.  Any check issued
after the date of the Participant's death shall be the property of the
Participant's Beneficiaries determined in accordance with this Section 9.9.

                (g)   A Participant's election of payment in installments
shall not be altered by reason of the Participant's death.

      9.10.  All Payments to be Made by the Company.  All payments due any
             --------------------------------------
Participant or Beneficiary under this Plan shall be the sole responsibility
of the Company.

      9.11.  Special Rule for Non-deductible Amounts.  Any amount otherwise
             ---------------------------------------
payable under the Plan in a Plan Year for which the Company determines that
the amount would not be deductible by any Participating Employer under
section 162(m) of the Internal Revenue Code shall not be paid until such Plan
Year as the Company determines that the amount has ceased to be
non-deductible by any Participating Employer under section 162(m) of the
Internal Revenue Code.  In the case of any inconsistency between this Section
9.11 and any other provision of the Plan, this Section 9.11 shall govern,
except in the case that Section 9.7 is effective.

      9.12.  Special Rule for Reporting Persons.  Notwithstanding any other
             ----------------------------------
provision of the Plan, including without limitation Sections 9.6, 9.7 and
9.8, no amount shall be distributed from a Reporting Person's HCSF Sub-Account
until the affected Participant either ceases to be a Reporting Person or ceases
to be an Employee, whichever occurs first.


                                  ARTICLE X

                PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY
                ----------------------------------------------

      10.1.  Adoption.  A Participating Employer other than the Company shall
             --------
adopt this Plan by written instrument executed by its proper officers,
subject to the written approval of the Company by its proper officers or
their delegates.  Adoption of the Plan by a Participating Employer shall
constitute automatic delegation of all rights and duties it might otherwise
reserve to itself under the Plan to the Company, including full authority to
amend or terminate the Plan.

      10.2.  Withdrawal.  A Participating Employer shall automatically
             ----------
withdraw from the Plan if and when it ceases to be a Participating Employer
under the Regular 401(k) Plan, without the execution of any other instrument.
A Participating Employer may voluntarily withdraw from the Plan on not less
than thirty (30)

                                      12


days' written notice from its proper officers.

      10.3.  Succession.  In the event of dissolution, merger, consolidation,
             ----------
or spin-off involving a Participating Employer, the entity surviving the
transaction shall succeed to the rights and duties of the affected
Participating Employer without the execution of any other instrument.


                                  ARTICLE XI

                     ADMINISTRATION AND CLAIMS PROCEDURES
                     ------------------------------------

      11.1.  Administrative Duties of the Company.
             ------------------------------------

                (a)   The Company shall have sole responsibility for the
administration of the Plan.

                (b)   The Company shall administer the Plan in accordance
with its terms and shall have all powers necessary to carry out the
provisions of the Plan.  The Company shall interpret the Plan; shall
determine all questions arising in the administration, interpretation, and
application of the Plan; and shall construe any ambiguity, supply any
omission, and reconcile any inconsistency in such manner and to such extent
as the Company deems proper.  Any interpretation or construction placed upon
any term or provision of the Plan by the Company, any decisions and
determinations of the Company arising under the Plan, including without
limiting the generality of the foregoing:  (i) the eligibility of any
individual to become or remain a Participant, a Participant's status as such
and the amount of a Participant's Compensation for any Plan Year, (ii) the
time, method and amounts of payments payable under the Plan; (iii) the rights
of Participants; and (iv) any other action or determination or decision
whatsoever taken or made by the Company in good faith, shall be final,
conclusive, and binding upon all persons concerned, including, but not
limited to, the Company, all Participating Employers and all Participants and
Beneficiaries.

                (c)   The Chief Financial Officer of the Company shall
appoint one or more Employees to carry out the Company's duties hereunder.

                (d)   The Company may employ accountants, counsel,
specialists, and other persons necessary to help carry out its duties and
responsibilities under the Plan.  The Company or any appointee shall be
entitled to rely conclusively upon any opinions or reports which shall be
furnished to it or him by such accountants, counsel, specialists, and other
persons.

                (e)   No Employee shall participate in determining his or her
own entitlement under the Plan.

                                      13


      11.2.  Claims Procedures.
             -----------------

                (a)   The Company shall make all decisions and determinations
respecting the right of any person to a payment under the Plan.

                (b)   The following procedure shall be followed with respect
to claims under the Plan:

                      (i)   Any claimant who believes he or she is entitled
to a payment under this Plan shall submit a claim for such payment in writing
to the Company.

                      (ii)  Any decision by the Company denying a claim in
whole or in part shall be stated in writing by the Company and delivered or
mailed to the claimant within ninety (90) days after receipt of the claim by
the Company unless special circumstances require an extension of time for
processing, but in any event within one hundred eighty (180) days after such
receipt.  If such an extension of time is taken, the Company shall inform the
claimant of the delay in writing before the expiration of the initial ninety
(90) day period, including the reasons therefor and the date by which the
Company expects to render a decision.  Any decision denying a claim shall set
forth the specific reasons for the denial with specific references to Plan
provisions on which the denial is based, a description of any additional
material or information necessary to perfect the claim and the reasons
therefor, and an explanation of the Plan's claim review procedure as provided
for in Section 11.2(b)(iii), all written in a manner calculated to be
understood by the claimant.  If the Company does not notify the claimant of
denial of the claim or the need for an extension of time within the initial
ninety (90) day period, the claim shall be deemed denied.

                      (iii) If a claim is denied in whole or in part, the
claimant or his or her duly authorized representative may request a review by
the Company of the decision upon written application to the Company within
sixty (60) days after notification of the decision.  The claimant or his or
her duly authorized representative may review pertinent documents and submit
issues and comments in writing.  The Company shall make its decision on
review not later than sixty (60) days after receipt of the request for review
unless special circumstances require an extension of time for processing, in
which case its decision shall be rendered as soon as possible, but not later
than one hundred twenty (120) days after receipt of the request for review.
If such an extension of time is taken, the Company shall inform the claimant
of the delay in writing before the expiration of the initial sixty (60) day
period.  The decision on review shall be in writing and shall include
specific reasons for the decision, written in a manner calculated to be
understood by the claimant and specific references to the pertinent plan
provisions on which the decision is based.  If the Company does not notify
the claimant of its decision on review within the period herein

                                      14


provided for, the claim shall be deemed denied on review.

                (c)   The Company may adopt such rules as it deems necessary,
desirable, or appropriate to carry out its duties under this Section 11.2.
All rules, decisions and determinations of the Company under this Section
11.2 shall be uniformly and consistently applied.  Any action or
determination or decision whatsoever taken or made by the Company under this
Section 11.2 in good faith shall be final, conclusive and binding upon all
persons concerned, including, but not limited to, the Company, all
Participating Employers, and all Participants and Beneficiaries.

                (d)   The procedure provided for in this Section 11.2 shall
be the sole, exclusive and mandatory procedure for resolving any dispute
under this Plan; provided, that if a Participant wishes to make a valid legal
challenge to the Company's determination and he has entered into an agreement
with the Company to arbitrate disputes arising from his employment with the
Company, such legal challenge shall be resolved pursuant to the arbitration
procedures in that agreement and the Participant's burden of proof in any
arbitration shall be the same as if the dispute were tried in a court
proceeding.

                (e)   Notwithstanding the foregoing, upon a Change in Control
as defined in Section 9.7, Section (d) above shall not apply.

      11.3.  Books and Records.
             -----------------

                (a)   The Company shall keep such books, records, and other
data as it deems necessary for proper administration of the Plan, including
but not limited to records of each Participant's Personal Salary Deferral
Contributions, hypothetical Investment Fund and payment elections, Account
balance and payment record.

                (b)   The records of the Company shall be binding on all
persons unless proved incorrect to the satisfaction of the Company.

                (c)   The Company shall comply with all reporting and
disclosure requirements of the law and shall maintain all records required by
law.

      11.4.  Notices.
             -------

                (a)   Any notice from the Company to any Participant shall be
in writing and shall be given by delivery to the Participant, or by mailing
to the last known residence address of the Participant.  Any notice from a
Participant to the Company shall be in writing and shall be given by delivery
to the Employee Stock Plans Department of the Company at the Company's
headquarters, except as otherwise designated by the Company.  Notices shall
be effective on the date of actual delivery.

                                      15


                (b)   Each Participant shall furnish all information,
including post office address and each change of post office address, proofs,
receipts and releases, as may be required by the Company.

                (c)   Any communication, statement or notice addressed to any
individual at the last post office address filed with the Company shall be
binding for all purposes of the Plan, and the Company shall not be obligated
to search for or ascertain the whereabouts of any such individual.

                (d)   Except as provided for in Article IV, any notice
required by the Plan may be waived by the Company or any Participant.

                (e)   Notwithstanding any other provision of this Section
11.4, in the event and to the extent permitted under the Regular 401(k) Plan,
notices may be made by electronic means.


                                 ARTICLE XII

                          AMENDMENT AND TERMINATION
                          -------------------------

                The Chief Financial Officer of the Company shall have
authority to amend or terminate the Plan on behalf of the Company in his or
her sole discretion at any time, except as follows:

                (a)   Any amendment that sets a Match Rate or Supplemental
Contribution Rate under the Plan that is different from those applied under
the Regular 401(k) Plan from time to time shall require approval by the
Compensation Committee of the Board of Directors of the Company; and

                (b)   No amendment shall retroactively reduce any Participant's
Account under the Plan, except as provided for in Section 13.12.

All Participants shall be bound by any amendment to the Plan without the
execution of any other instrument.

                                      16


                                 ARTICLE XIII

                                MISCELLANEOUS
                                -------------

      13.1.  Company's Obligations Unsecured.  It is the intention of the
             -------------------------------
Company and all Participants that the Plan shall be unfunded for tax purposes
and for purposes of Title I of the Employee Retirement Income Security Act of
1974.  Amounts payable to Participants under this Plan shall be paid solely
from the general assets of the Company as they come due from time to time.
No Participant or Beneficiary shall have any property interest whatsoever in
any asset of the Company on account of participation in this Plan.
Participants' rights under this Plan shall be no greater than the right of an
unsecured general creditor of the Company.  Nothing in this Plan shall
require the Company to invest any amount in any asset or type of asset.

      13.2.  No Alienation.  Except as required by law, amounts payable under
             -------------
this Plan shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, charge, garnishment,
execution, or levy of any kind, either voluntary or involuntary; any attempt
to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of any right to payment hereunder shall be void, and the
Company shall not in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements or torts of any Participant or other
person.

      13.3.  No Waiver of Rights.  Except as provided for in Section 11.2, no
             -------------------
failure or delay by the Company or any Participant to exercise any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.

      13.4.  Severability.  The invalidity of any particular clause,
             ------------
provision or covenant herein shall not invalidate all or any part of the
remainder of this Plan, but such remainder shall be and remain valid in all
respects as fully as the law will permit.

      13.5.  Legal Expenses.  In any proceeding to enforce rights and
             --------------
obligations hereunder, the unsuccessful party shall pay the successful party
an amount equal to all reasonable out-of-pocket expenses (including
reasonable legal expenses and court costs) incurred by the successful party.

      13.6.  Presumption of Competence.  Every person receiving or
             -------------------------
claiming amounts payable under this Plan shall be conclusively presumed
to be mentally competent and of legal age unless and until the Company
receives proof satisfactory to the Company that the person is incompetent
or is a minor or that a guardian or other person legally vested with the
care of the person's estate

                                      17


has been appointed.

      13.7.  Facility of Payment.  If any amount is payable hereunder to a
             -------------------
minor or other person under legal disability or otherwise incapable of
managing his or her own affairs, as determined by the Company in its sole
discretion, payment thereof shall be made in one (or any combination) of the
following ways, as the Company shall determine in its sole discretion:

                (a)   directly to said minor or other person;

                (b)   to a custodian for said minor or other person (whether
designated by the Company or any other person) under the Missouri Transfers
to Minors Law, the Missouri Personal Custodian Law or a similar law of any
jurisdiction;

                (c)   to the conservator of the estate of said minor or other
person; or

                (d)   to some relative or friend of such minor or other
person for the support, welfare or education of such minor or other person.

The Company shall not be required to see to the application of any payment
so made, and payment to the person determined by the Company shall fully
discharge the Company from any further accountability or responsibility with
respect to the amount so paid.

      13.8.  No Guarantee of Employment or Compensation.  No provision of
             ------------------------------------------
this Plan shall restrict any Employing Company from discharging a Participant
from employment or restrict any Participant from resigning from employment
with any Participating Employer.  No provision of this Plan shall restrict
any Employing Company from increasing or decreasing the compensation of any
Employee.

      13.9.  Plan Provisions Binding.  The provisions of the Plan shall be
             -----------------------
binding upon the Company, all Participating Employers and all persons
entitled to benefits under the Plan and their respective successors, heirs
and legal representatives.

      13.10. Rules of Interpretation.  Words of gender shall include persons
             -----------------------
and entities of any gender, the plural shall include the singular, and the
singular shall include the plural.  Captions are intended to assist in
reference and shall not be interpreted as part of the Plan.

      13.11. Missouri Law Controls.  Subject to the applicable provisions of
             ---------------------
the Employee Retirement Income Security Act of 1974 which provide to the
contrary, this Plan shall be administered, construed, and enforced according
to the laws of the State of Missouri (other than choice of law) and in Courts
situated in that State.

                                      18


      13.12. Reporting Persons.  It is intended that the interests of
             -----------------
Reporting Persons in the Plan qualify for exclusion from the definition of
"derivative securities" contained in Rule 16a-1(c) of the Securities and
Exchange Commission;  the Plan shall be interpreted in a manner consistent
with that intent.  Moreover, the Chief Financial Officer of the Company may
amend the Plan, retroactively if deemed prudent, as such Officer deems
appropriate to ensure the continuation of such qualification.

      13.13. Counterparts.  This Plan may be executed in two or more
             ------------
counterparts, any one of which shall constitute an original without reference
to the others.

             IN WITNESS WHEREOF, the Company has executed this Plan this 9th
day of March, 2000, effective as of the 1st day of March, 2000.

                                        ANHEUSER-BUSCH COMPANIES, INC.


                                    BY: /s/ W. Randolph Baker
                                       -------------------------------------
                                        W. Randolph Baker
                                        Chief Financial Officer


                                      19


<PAGE>
<TABLE>
                              TABLE OF CONTENTS
                              -----------------
<S>                                                                       <C>
ARTICLE I
RESTATEMENT OF PLAN                                                        1

1.1.     Action By Company                                                 1
1.2.     Purpose of the Plan                                               1

ARTICLE II
DEFINITIONS                                                                1

2.1.     Account                                                           1
2.2.     Beneficiary                                                       1
2.3.     Company Contributions                                             1
2.4.     Compensation                                                      1
2.5.     Effective Date                                                    1
2.6.     Election Date                                                     2
2.7.     Eligible Employee                                                 2
2.8.     Employee                                                          2
2.9.     Investment Fund                                                   2
2.10.    Match Rate                                                        2
2.11.    Participant                                                       2
2.12.    Participating Employer                                            2
2.13.    Personal Salary Deferral Contributions                            2
2.14.    Plan Year                                                         2
2.15.    Regular 401(k) Plan                                               2
2.16.    Regular 401(k) Plan Matched Contributions                         2
2.17.    Reporting Person                                                  2
2.18.    Reporting Person's HCSF Sub-Account                               2

ARTICLE III
ELIGIBILITY                                                                3

3.1.     Eligibility on Election Dates                                     3
3.2.     Eligibility Requirements                                          3
3.3.     Participation                                                     3
3.4.     Suspension                                                        3

ARTICLE IV
PARTICIPANT DEFERRAL OF COMPENSATION                                       4

4.1.     Election                                                          4
4.2.     Time For Making Election                                          4
4.3.     Special Rule for Reporting Persons                                4
4.4.     Cessation of Personal Salary Deferral Contributions               5

                                      i


ARTICLE V
COMPANY CONTRIBUTIONS                                                      5

ARTICLE VI
ACCOUNTS                                                                   5

6.1.     Establishment of Accounts                                         5
6.2.     Crediting of Personal Salary Deferral Contributions               5
6.3.     Crediting of Company Contributions                                5
6.4.     Crediting or Debiting of Investment Returns                       5
6.5.     Debiting of Payments                                              5

ARTICLE VII
HYPOTHETICAL INVESTMENTS                                                   6

7.1.     Election of Hypothetical Investments                              6
7.2.     Crediting of Investment Returns                                   6

ARTICLE VIII
VESTING                                                                    7

8.1.     Personal Salary Deferral Contributions                            7
8.2.     Company Contributions                                             7

ARTICLE IX
PAYMENT OF BENEFITS                                                        7

9.1.     Election                                                          7
9.2.     Commencement of Payments                                          7
9.3.     Timing of Payments                                                8
9.4.     Set Off and Withholding                                           8
9.5.     Determination of Payment Amounts                                  8
9.6.     Unforeseeable Emergency                                           9
9.7.     Change in Control                                                10
9.8.     General Right to Accelerate Payment                              10
9.9.     Payments After Death                                             11
9.10.    All Payments to be Made by the Company                           12
9.11.    Special Rule for Non-deductible Amounts                          12
9.12.    Special Rule for Reporting Persons                               12

ARTICLE X
PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY                            12

10.1.    Adoption                                                         12
10.2.    Withdrawal                                                       12
10.3.    Succession                                                       13

                                      ii


ARTICLE XI
ADMINISTRATION AND CLAIMS PROCEDURES                                      13

11.1.    Administrative Duties of the Company                             13
11.2.    Claims Procedures                                                14
11.3.    Books and Records                                                15
11.4.    Notices                                                          15

ARTICLE XII
AMENDMENT AND TERMINATION                                                 16

ARTICLE XIII
MISCELLANEOUS                                                             17

13.1.    Company's Obligations Unsecured                                  17
13.2.    No Alienation                                                    17
13.3.    No Waiver of Rights                                              17
13.4.    Severability                                                     17
13.5.    Legal Expenses                                                   17
13.6.    Presumption of Competence                                        17
13.7.    Facility of Payment                                              18
13.8.    No Guarantee of Employment or Compensation                       18
13.9.    Plan Provisions Binding                                          18
13.10.   Rules of Interpretation                                          18
13.11.   Missouri Law Controls                                            18
13.12.   Reporting Persons                                                19
13.13.   Counterparts                                                     19
</TABLE>

                                     iii