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                                ANHEUSER-BUSCH
                     EXECUTIVE DEFERRED COMPENSATION PLAN
                  (AMENDED AND RESTATED AS OF MARCH 1, 2000)


                                   Preamble
                                   --------

Anheuser-Busch Companies, Inc. (the "Company") adopted the Anheuser-Busch
Executive Deferred Compensation Plan (the "Plan") for the purpose of
providing deferred compensation to a select group of management and highly
compensated employees, effective as of January 1, 1994.  The Company reserved
to itself the right to amend the Plan.  The Plan has been amended from time
to time.  The Company deems it necessary and desirable to amend and restate
the Plan in its entirety as hereinafter set forth, effective March 1, 2000.


I.    DEFINITIONS

      Base Salary:  The substantially equal amounts owed by a Participating
      -----------
Employer to an Employee on a regular periodic basis in exchange for services
rendered during a Year, regardless of when paid.

      Bonus:  Any amount awarded by a Participating Employer to an Employee
      -----
for a Year under a bonus plan, regardless of when awarded or paid.

      Company:  Anheuser-Busch Companies, Inc.
      -------

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

      Eligible Compensation:  As to any Year, a Participant's Base Salary and
      ---------------------
Bonus for such Year.  No payments under the Company's Supplemental Life
Insurance Program or any like program, taxable or non-taxable fringe
benefits, stock-related compensation, international service premiums or other
cash or in-kind compensation shall be taken into account as Eligible
Compensation.

      Eligible Employee:  With respect to any Year, an Employee who satisfies
      -----------------
the requirements for participation in the Plan for the Year, as determined
pursuant to Section II.

      Employee:  A salaried common-law employee of a Participating Employer as
      --------
determined from time to time.  In no event shall any individual be classified
as an Employee while he or she is in any of the following categories:

            (a)   Independent contractors, including non-employee directors
                  of the Company and its subsidiaries.

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            (b)   Leased employees.

            (c)   Non-resident aliens.

            (d)   Collective bargaining unit members.

      Participant:  With respect to any Year, an Eligible Employee who elects
      -----------
to defer a portion of his or her Eligible Compensation for the Year or who so
elected with respect to an earlier Year as to which the entire amount
deferred and all interest accrued thereon have not been paid.

      Participating Employer:  The Company and any other business entity in
      ----------------------
which the Company has an equity interest of at least  fifty percent (50%),
and which adopts this Plan, as determined from time to time.

      Plan:  Anheuser-Busch Executive Deferred Compensation Plan, the Plan set
      ----
forth herein, as duly amended from time to time.

      Related Employer:  Each Participating Employer and each other legal
      ----------------
entity as to which the Company has at least fifty percent (50%) of the voting
power.

      Year:  Each calendar year commencing on or after January 1, 1994.
      ----

II.   ELIGIBILITY

      An Employee shall be an Eligible Employee for a Year only if the
sum of the Employee's annual rate of Base Salary as of October 1 of the
immediately preceding calendar year and the Employee's Bonus for the second
preceding calendar year exceeds $250,000, as adjusted for each Year after
1994 in accordance with the Company's budgeted internal merit increase factor
for that Year (hereinafter "$250,000 As Adjusted").

III.  DEFERRAL ELECTIONS

      3.01. Types of Election; Time of Election.  Each Participant for a Year
            -----------------------------------
            shall make the following elections in writing on a form provided
            by the Company and delivered to the Company not later than the
            Company may direct.

            (a)   The portion of the Participant's Eligible Compensation for
                  the Year that shall be deferred; however:

                  (i)   The maximum portion of each installment of a
                        Participant's Base Salary subject to deferral election
                        hereunder shall be

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                        equal to a pro rata share of the portion of the
                                   --------
                        Participant's Base Salary in excess of $250,000 As
                        Adjusted.  If by reason of Sec. 3.04, an installment is
                        insufficient to support any deferral, no make-up
                        deferral shall be made from any future Base Salary
                        installment.

                  (ii)  If a Participant's annual Base Salary rate is changed
                        during a Year, the amounts deferred prior to the date
                        of change shall not be changed.  The maximum portion
                        of each installment that can be deferred after the
                        change shall be determined by:  (i) adding (a) the
                                                                    -
                        Participant's actual Base Salary for the period before
                        the effective date of the change, and (b) the
                                                               -
                        Participant's Base Salary rate per pay period on the
                        effective date of the change multiplied by the number
                        of pay periods remaining in the Year on the effective
                        date of the change; (ii) subtracting from the total
                        (a) $250,000 As Adjusted, and (b) the total amount
                         -                             -
                        deferred during the Year before the effective date of
                        the change; and (iii) dividing the remainder by the
                        number of pay periods remaining in the Year as of the
                        effective date of the change.

                  (iii) The maximum portion of a Participant's Bonus subject
                        to deferral election hereunder shall be equal to the
                        amount by which the Participant's Eligible
                        Compensation exceeds the sum of the portion of the
                        Participant's Base Salary deferred hereunder plus
                        $250,000 As Adjusted.

                  (iv)  If any portion of a Participant's total compensation
                        from all Participating Employers for a Year would not
                        be deductible for the Year by any Participating
                        Employer under section 162(m) of the Internal Revenue
                        Code, the Participant may elect to defer an indefinite
                        amount equal to such non-deductible portion of the
                        Participant's compensation, and the Company may adopt
                        such special rules and procedures as it deems
                        appropriate to carry out such election.

            (b)   The period of deferral for amounts deferred during the Year,
                  which may be a definite period of five (5), ten (10),
                  fifteen (15) or twenty (20) Years including the Year of
                  deferral, or an indefinite period ending on termination of
                  the Participant's employment with all Related Employers,
                  subject to extension provided for in Secs. 3.01(e),
                  3.01(f) and 3.02 or acceleration as provided for in
                  Secs. 5.01(b), 5.05, 5.06 and 5.07.

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            (c)   The interest rates to be applied to amounts deferred during
                  the Year and to any previously deferred amounts as to which
                  a new election is required under Sec. 4.01.

            (d)   Whether payment of amounts deferred for the Year and
                  interest accrued thereon shall be made in a single sum, in
                  five (5) installments, or in ten (10) installments subject
                  to acceleration as provided for in Secs. 5.02(c), 5.05,
                  5.06 and 5.07.

            (e)   Whether payment of amounts deferred for the Year that become
                  due on account of termination of the Participant's
                  employment with all Related Employers shall begin as of the
                  first day of the calendar month following the termination or
                  the January 1 following the termination.

            (f)   Except as provided for in this Sec. 3.01(f), all elections
                  pursuant to this Sec. 3.01 shall be irrevocable.
                  Notwithstanding anything, a Participant may elect a longer
                  deferral period (not to exceed the period ending on
                  termination of employment as provided for in Sec. 3.01(b))or
                  a longer period for payment of installments for amounts
                  previously deferred under the Plan under Sec. 3.01(d) or the
                  later commencement date permitted in Sec. 3.01(e), provided
                  that such an election shall be of no force or effect unless
                  the Participant provides the Company with written notice of
                  the change at least one year prior to the date payment would
                  begin in the absence of such an election or termination of
                  the Participant's employment with all Related Employers,
                  whichever occurs first.

      3.02. Special Rule for Non-deductible Amounts.  Any amount otherwise
            ---------------------------------------
payable under the Plan in a 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 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 Sec. 3.02 and any other provision
of the Plan, this Sec. 3.02 shall govern, except in the case of Sec. 5.06.

      3.03. Termination of Deferrals on Termination of Employment.  If a
            -----------------------------------------------------
Participant's employment with all Participating Employers is terminated
before the end of a Year as to which the Participant elected to defer a
portion of Eligible Compensation under the Plan:

            (a)   Except for deferrals described in Sec. 3.01(a)(iv), all such
                  deferrals shall cease upon such termination of employment,
                  whether or not the Participant receives any amounts
                  otherwise classified as Eligible Compensation after such
                  termination, and

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            (b)   No portion of the Participant's Eligible Compensation
                  previously deferred during the Year shall be refunded to the
                  Participant, even though the Participant's total Eligible
                  Compensation for the Year may be less than $250,000 As
                  Adjusted.

      3.04. Miscellaneous Limitations on Deferral.  Notwithstanding Sec. 3.01,
            -------------------------------------
a Participant's deferral election for a Year shall be of no force or effect
to the extent that it requires deferral of: (i) any amounts the Participant
elects to contribute under the Anheuser-Busch Deferred Income Stock Purchase
and Savings Plan on either a before-tax or after-tax basis and the
Anheuser-Busch 401(k) Restoration Plan; (ii) any amounts the Participant
elects or is required to contribute under the Group Insurance Plan for Certain
Employees of Anheuser-Busch Companies, Inc., the Anheuser-Busch Dependent Care
Assistance Plan, the Anheuser-Busch Salaried Long-Term Disability Plan, or
any other welfare benefit plan maintained by any Participating Employer;
(iii) any payroll taxes, income taxes or any other taxes required to be
withheld from the Participant's compensation which is subject to such taxes
during the Year, including but not limited to FICA taxes and federal, state
and local income taxes required to be withheld on the Participant's wages for
the Year; and (iv) any amounts payable to a court or other individual or
entity by court order.

IV.   ACCRUAL OF INTEREST

      4.01. Participant Elections.
            ---------------------

            (a)   Before the beginning of each Year, the Company shall offer
                  one or more combinations of interest rates (hereinafter
                  "Rates") and time periods (hereinafter "Terms") which shall
                  apply to amounts deferred for the Year and to all prior
                  deferrals and interest accrued thereon as to which the
                  previous Terms expired on December 31 of the prior Year.

            (b)   The Rates and Terms for each Year shall be determined by the
                  Chief Financial Officer of the Company and shall correspond
                  generally to the borrowing rates and terms that will be
                  available to the Company for the Year on the basis of market
                  rates in effect prior to announcement to Eligible Employees
                  of the Rates and Terms for the Year.

            (c)   All Terms shall commence on a January 1 and expire on a
                  December 31.  For example, if before January 1, 1995, a
                  Participant elects a combination of a 3-Year Term and a 3%
                  Rate for the amounts deferred by the Participant for 1995,
                  the 3% Rate shall apply to all amounts deferred for 1995
                  from the date of deferral through December 31, 1997.

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            (d)   The Terms elected by a Participant need not be limited to
                  the deferral period for the amount subject to the Term
                  elected.  For example, a Participant may elect a 10-Year
                  Term for an amount the Participant has elected to be
                  distributed after 5 Years.

            (e)   Each Participant shall elect the Rate/Term combinations
                  which shall apply to amounts the Participant defers for the
                  Year and to the Participant's prior deferrals and interest
                  accrued thereon as to which the previous Terms expired on
                  December 31 of the prior Year.  The Participant may make
                  separate elections regarding the Rate/Term combinations for
                  amounts the Participant defers for the Year and amounts
                  attributable to prior deferrals and interest accrued thereon
                  as to which the previous Terms expired on December 31 of the
                  prior Year.

      4.02. Accrual of Interest during Deferral Period.  Interest shall accrue
            ------------------------------------------
on the amounts deferred by a Participant for each Year in accordance with the
Participant's elections from time to time as provided for in Sec. 4.01 until
payment becomes due with respect to such amounts pursuant to Section V.

      4.03. Accrual of Interest on Installment Payments. If any amount is paid
            -------------------------------------------
in installments pursuant to a Participant's election in accordance with
Sec. 3.01(d) or (f), interest shall accrue on any balance thereof remaining to
be paid in installments from time to time in accordance with the
Participant's elections from time to time as provided for in Sec. 4.01(e)
until payment is complete; provided, in the absence of an election by a
Participant in accordance with the foregoing, the Participant shall be deemed
to have elected the Rate in effect for the longest time period available as
of the due date of the election.

      4.04. If Payment Is Delayed.
            ---------------------

            (a)   In the event payment of an amount due a Participant occurs
                  thirty (30) or fewer days after its due date, no interest
                  shall accrue during the period between the due date and the
                  date of payment.

            (b)   In the event payment of any amount due a Participant occurs
                  more than thirty (30) days after its due date, interest
                  shall accrue during the period between the due date and the
                  date of payment at an annual rate equal to the prime rate
                  published by The Boatmen's National Bank of St. Louis as of
                  the due date.

      4.05. If Payment Is Accelerated.  If payment of an amount due a
            -------------------------
Participant is accelerated for any reason, no interest shall accrue with
respect to the accelerated amount after the date scheduled for accelerated
payment, notwithstanding that the Participant previously elected a longer
term or a later payment date, except as provided for in Sec. 4.04(b).

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V.    PAYMENTS TO PARTICIPANTS

      5.01. Time Payment Begins.
            -------------------

            (a)   Subject to the remaining provisions of this Section V,
                  payment of amounts deferred for a Year and interest accrued
                  thereon shall begin as of January 1 of the Year following
                  expiration of the deferral period the Participant elected
                  therefor in accordance with Sec. 3.01(b) or (f).

            (b)   Notwithstanding Sec. 5.01(a), payment of a Participant's
                  deferred amounts and interest thereon shall begin not later
                  than the first day of the calendar month following
                  termination of the Participant's employment with all Related
                  Employers on account of retirement, death or any reason or
                  the January 1 following the termination, as elected by the
                  Participant pursuant to Sec. 3.01(e) or (f).

      5.02. Form of Payment.
            ---------------

            (a)   If a Participant elects payment of any amount in a single
                  sum pursuant to Sec. 3.01(d), such single sum amount shall
                  be due and payable as of the date determined pursuant to
                  Sec. 5.01.

            (b)   If a Participant elects payment of any amount in five (5) or
                  ten (10) installments pursuant to Sec. 3.01(d) or (f), the
                  initial installment shall be paid as of the first day of the
                  calendar month following termination of the Participant's
                  employment with all Related Employers or as of the January 1
                  following the termination, as elected by the Participant
                  pursuant to Sec. 3.01(e) or (f), and the remaining four (4)
                  or nine (9) installments shall be paid as of January 1 of
                  the next four (4) or nine (9) calendar years.

            (c)   Notwithstanding Sec. 5.02(b): (i) if a Participant's
                  employment with all Related Employers terminates before age
                  fifty-five (55) for any reason other than the Participant's
                  death or disability, or (ii) if a Participant's termination
                  of employment with all Related Employers occurs before the
                  end of the Participant's first Year of deferral under the
                  Plan, the Company may determine that payment of the entire
                  amount then accrued for the benefit of the Participant under
                  the Plan shall be paid in a single sum, notwithstanding any
                  election by the Participant to the contrary.

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      5.03. Set Off and Withholding.
            -----------------------

            (a)   Any amount then due and payable by the Company to any
                  Participant or the successor to any Participant under this
                  Plan may be offset by any amounts owed to any Related
                  Employer by the Participant and/or the successor 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.

      5.04. Determination of Installment Amounts.  If payment of a deferred
            ------------------------------------
amount occurs in installments, the amount of each installment shall be equal
to the deferred amount and accrued interest thereon remaining unpaid as of
the December 31 preceding payment, divided by the number of installments then
remaining to be paid.  For example, with respect to a deferred amount that is
payable in five (5) installments, to determine the amount of the first
installment, divide the total amount of the deferral and accrued interest as
of the preceding December 31 by five (5); to determine the amount of the
second installment, divide the amount of the deferral and accrued interest
remaining to be paid as of the preceding December 31 by four (4), and so on.

      5.05. Acceleration of Payment for Unforeseeable Emergency.
            ---------------------------------------------------

            (a)   The Company may determine that payment of any portion of the
                  amount then accrued for the benefit of 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
                  as provided for in this Sec. 5.05.

            (b)   For purposes of this Sec. 5.05, 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

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                  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 deferrals under this 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; provided
                        that a Participant shall not be permitted to cease
                        deferrals under this plan as of any date other than a
                        January 1.

      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 need.

            (d)   All determinations under this Sec. 5.05 shall be made by an
                  Administrative Committee appointed pursuant to Sec. 6.01(c).

            (e)   Notwithstanding any other provision of this Sec. 5.05,
                  authorization of distribution on account of hardship under
                  the Anheuser-Busch Deferred Income Stock Purchase and
                  Savings Plan shall automatically terminate any deferral
                  election of the Participant then in force with respect to
                  Eligible Compensation and further deferrals under this Plan
                  shall not be permitted for a period of twelve (12) months.

      5.06. Change in Control.
            -----------------

            (a)   If a Change in Control (as defined in Sec. 5.06(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

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                  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. 5.06 may be deleted or amended in any way pursuant
                  to Article VII at any time prior to a Change in Control.
                  Notwithstanding Article VII, following a Change in Control,
                  the provisions of this Sec. 5.06 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 the 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. 5.06(a).

            (e)   If by reason of this Sec. 5.06 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 thereon, will
                  equal such Excise Tax on the Required Payment.

      5.07. General Right to Accelerate Payment.  Notwithstanding Secs. 5.01
            -----------------------------------
and 5.02, the Company by its proper officers in its sole discretion may
direct current payment of all amounts that all Participants have elected to
defer pursuant to Sec. 3.01 and all interest then accrued thereon.

      5.08. Payments After Death.
            --------------------

            (a)   Except as otherwise provided in this Sec. 5.08, 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 Sec. 5.08.  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 any 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.

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            (b)   Any such designation shall be contingent on the designated
                  beneficiary surviving the Participant.  If a 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 or no beneficiary
                  designated by the Participant 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.

            (d)   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.

            (e)   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 Sec. 5.08.

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

      5.09. 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.

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VI.   ADMINISTRATION

      6.01. 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 and a
                  Participant's status as such, and Eligible Compensation for
                  any Year; (ii) the time, method and amounts of payments
                  payable under the Plan; (iii) the rights of Participants;
                  and 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.

      6.02. Claims Procedures.
            -----------------

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

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<PAGE> 13

            (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
                        benefit under this Plan shall submit a claim for such
                        benefit 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 Sec. 6.02(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

                                      13

<PAGE> 14

                        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 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 Sec. 6.02.   All rules, decisions and determinations of
                  the Company under this Sec. 6.02 shall be uniformly and
                  consistently applied.  Any action or determination or
                  decision whatsoever taken or made by the Company under this
                  Sec. 6.02 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 Sec. 6.02 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 Sec. 5.06, Section (d) shall not apply.

      6.03. 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
                  Eligible Compensation, elections, deferred amounts, Rates
                  and Terms, interest accrued, amounts payable to each
                  Participant from time to time, and amounts paid to each
                  Participant or beneficiary from time to time.

            (b)   The records of the Company shall be conclusive 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.

                                      14

<PAGE> 15

      6.04. 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
                  Pension 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.

            (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 in Section III, any notice required by
                  the Plan may be waived by the Company or any Participant.

VII.  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 sole discretion at any
time, except as follows:

            (a)   Amendments that provide for substantial increases in
                  benefits shall require approval by the Compensation
                  Committee of the Board of Directors of the Company.

            (b)   No amendment shall reduce the amount accrued for the benefit
                  of a Participant immediately prior to the effective date of
                  the amendment.

            (c)   No amendment shall reduce any Rate elected by a Participant
                  before expiration of the Term provided therefor when the
                  election was made unless the amount governed by the Rate and
                  Term is distributed to the Participant in connection with
                  termination of the Plan or otherwise pursuant to the Plan.

                                      15

<PAGE> 16

VIII.   PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY

      8.01. 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.  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.

      8.02. Withdrawal.  A Participating Employer shall automatically withdraw
            ----------
from the Plan if and when the Company ceases to have an equity interest of at
least fifty percent (50%)  without the execution of any other instrument.  A
Participating Employer may voluntarily withdraw from the Plan on not less
than thirty (30) days' written notice from its proper officers.

      8.03. 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.

IX.   MISCELLANEOUS

      9.01. 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, as amended from time to time.  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 and no successor of any
Participant 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.

      9.02. 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.

      9.03. No Waiver of Rights.  Except as provided for in Sec. 6.02, 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.

                                      16

<PAGE> 17

      9.04. 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.

      9.05. 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.

      9.06. 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 has been appointed.

      9.07. 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:

                  (i)   Directly to said minor or other person;

                  (ii)  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 other
                        jurisdiction;

                  (iii) To the conservator of the estate of said minor or
                        other person; or

                  (iv)  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.

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

                                      17

<PAGE> 18

      9.09. 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.

      9.10. 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.

      9.11. 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.

      9.12. 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, Anheuser-Busch Companies, Inc. executed this amended
and restated 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


                                      18

<PAGE> 19



                                ANHEUSER-BUSCH
                     EXECUTIVE DEFERRED COMPENSATION PLAN


                   Amended and Restated as of March 1, 2000




<PAGE> 20

<TABLE>
                              TABLE OF CONTENTS
                              -----------------
<S>                                                                       <C>
Preamble                                                                   1
--------
   I.    DEFINITIONS                                                       1
         Base Salary                                                       1
         Bonus                                                             1
         Company                                                           1
         Effective Date                                                    1
         Eligible Compensation                                             1
         Eligible Employee                                                 1
         Employee                                                          1
         Participant                                                       2
         Participating Employer                                            2
         Plan                                                              2
         Related Employer                                                  2
         Year                                                              2

   II.   ELIGIBILITY                                                       2

   III.  DEFERRAL ELECTIONS                                                2
         3.01.  Types of Election; Time of Election                        2
         3.02.  Special Rule for Non-deductible Amounts                    4
         3.03.  Termination of Deferrals on Termination of Employment      4
         3.04.  Miscellaneous Limitations on Deferral                      5

   IV.   ACCRUAL OF INTEREST                                               5
         4.01.  Participant Elections                                      5
         4.02.  Accrual of Interest during Deferral Period                 6
         4.03.  Accrual of Interest on Installment Payments                6
         4.04.  If Payment Is Delayed                                      6
         4.05.  If Payment Is Accelerated                                  6

   V.    PAYMENTS TO PARTICIPANTS                                          7
         5.01.  Time Payment Begins                                        7
         5.02.  Form of Payment                                            7
         5.03.  Set Off and Withholding                                    8
         5.04.  Determination of Installment Amounts                       8
         5.05.  Acceleration of Payment for Unforeseeable Emergency        8
         5.06.  Change in Control                                          9
         5.07.  General Right to Accelerate Payment                       10
         5.08.  Payments After Death                                      10
         5.09.  All Payments to be Made by the Company                    11

                                      i

<PAGE> 21

   VI.   ADMINISTRATION                                                   12
         6.01.  Administrative Duties of the Company                      12
         6.02.  Claims Procedures                                         12
         6.03.  Books and Records                                         14
         6.04.  Notices                                                   15

   VII.  AMENDMENT AND TERMINATION                                        15

   VIII. PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY                   16
         8.01.  Adoption                                                  16
         8.02.  Withdrawal                                                16
         8.03.  Succession                                                16

   IX.   MISCELLANEOUS                                                    16
         9.01.  Company's Obligations Unsecured                           16
         9.02.  No Alienation                                             16
         9.03.  No Waiver of Rights                                       16
         9.04.  Severability                                              17
         9.05.  Legal Expenses                                            17
         9.06.  Presumption of Competence                                 17
         9.07.  Facility of Payment                                       17
         9.08.  No Guarantee of Employment or Compensation                17
         9.09.  Plan Provisions Binding                                   18
         9.10.  Rules of Interpretation                                   18
         9.11.  Missouri Law Controls                                     18
         9.12.  Counterparts                                              18
</TABLE>

                                      ii