<PAGE> 1

                        ANHEUSER-BUSCH COMPANIES, INC.
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                   AMENDED AND RESTATED AS OF MARCH 1, 2000


      ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation, established this
Supplemental Executive Retirement Plan, originally effective as of January 1,
1984.  The Plan has been amended from time to time and the Company hereby
amends and restates the Plan.  The provisions of this restated Plan shall
apply to eligible employees whose termination of employment with the Company
or any other Participating Employer occurs on or after March 1, 2000.  The
Plan is intended to be a nonqualified, unfunded plan to provide supplemental
retirement benefits to a select group of management and highly compensated
employees, as described in Section 201(2) of the Employee Retirement Income
Security Act of 1974 ("ERISA").

      1.    Definitions.  The capitalized terms used in this Plan shall have
            ------------
the meanings herein set out:

            (a)   "Accrued Benefit" means at any given time the benefit
calculated in accordance with the formula in Section 3, using the
Participant's Eligible Earnings and Credited Service as of the date the
calculation is being made.  The benefit so calculated shall be the benefit
that would commence under the basic method of payment on the Participant's
Normal Retirement Date.

            (b)   "Actuarial Equivalent" means a benefit or benefits, or a
payment or payments, which are of equal value at the date of determination to
the benefits for which they are to be substituted.  Equivalence of value is
determined from actuarial calculations based on actuarial assumptions as to
interest and mortality applied with respect to the particular form or forms
of payment under the Basic Plan, disregarding the interest and mortality
assumptions grandfathered as of December 31, 1999 with respect to single sum
and installment payments.

            (c)   "Basic Plan" means the Supplement for the Anheuser-Busch
Salaried Employees Pension Plan maintained as part of the Anheuser-Busch
Companies Pension Plan as now in effect or as hereafter amended.

            (d)   "Board" means the board of directors of the Company.

            (e)   Intentionally blank.

            (f)   "Committee" means the Committee designated to administer
this Plan, as described in Section 20.

            (g)   "Company" means Anheuser-Busch Companies, Inc., a Delaware
corporation, and any corporation(s) into which or with which it may be
liquidated, merged or consolidated.


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            (h)   "Credited Service"  For all purposes, a Participant's
Credited Service under this Plan shall be the same as his Credited Service
under the Basic Plan. This generally means an individual's years and
completed months of salaried employment with a Participating Employer after
attainment of age 21.   Credited Service shall not exceed 30 years.

            (i)   "Eligible Earnings" means, for any calendar year, the sum of
the employee's annual base salary as of January 1 of such year plus the
bonus earned during the prior calendar year.  For purposes of computing
benefits under this Plan, the Eligible Earnings to be used shall be the
highest of the Eligible Earnings in the calendar year of termination or any
of the four preceding calendar years.  Eligible Earnings shall recognize any
compensation deferred under the Executive Deferred Compensation Plan and
treat such compensation as if it were not deferred.

            (j)   "Eligible Employee" means a salaried employee of a
Participating Employer who is an active participant currently accruing
benefits in the Basic Plan and who satisfies or in the past has satisfied one
or more of the following requirements:

                  i)    He is a member of the Company's Strategy Committee;

                  ii)   He has a salary band of I or above, or the equivalent
thereof as determined by the Committee, and has, for the current calendar
year, Eligible Earnings of at least $140,000 (indexed as described below) or
such other amount as the Committee shall determine from time to time; or

                  iii)  He is an officer of the Company or Anheuser-Busch,
Inc., a Missouri corporation, excluding an assistant officer.

The $140,000 figure shall be indexed as of January 1 of each year commencing
January 1, 1994, in accordance with the Company's merit budget increase
applicable for such year.

            (k)   "Excess Benefit Plan" means the Anheuser-Busch Companies,
Inc. Excess Benefit Plan, Amended and Restated as of March 1, 2000, and as
thereafter amended, or any other "excess plan" as described in Section 3(36)
of ERISA, maintained by a Participating Employer and as in effect from time
to time.

            (l)   "Normal Retirement Date" means the first day of the month
coincident with or next following the date on which the Participant attains
his sixty-fifth (65th) birthday.

            (m)   "Participant" means an Eligible Employee who is
participating in this Plan in accordance with Section 2.

            (n)   "Participating Employer" means the Company and any other
member of the controlled group of corporations of which the Company is a
member

                                     -2-

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which is a Participating Employer in the Basic Plan and which has adopted
this Plan in the manner described in Section 18.

            (o)   "Plan" means this Anheuser-Busch Companies, Inc.
Supplemental Executive Retirement Plan, Amended and Restated as of March 1,
2000, and as thereafter amended.

            (p)   "Primary Social Security Benefit" means, for retirements on
or after the Normal Retirement Date, the estimated primary insurance amount
that would commence immediately under the Federal Social Security Act in
effect on the retirement date assuming that the Participant's earning's for
Social Security purposes are equal to the benefit base as determined under
Section 230 of the Federal Social Security Act from the date the Participant
attained age 21 until his retirement date.

      For purposes of determining the Accrued Benefit prior to a Participant's
Normal Retirement Date, the Primary Social Security Benefit means:

                  (i)   An amount determined as described above assuming that
the Participant retires on his Normal Retirement Date and that the Social
Security Act and benefit base remain unchanged in the future, multiplied by

                  (ii)  The ratio of the Participant's Credited Service as of
the date of determination to the lesser of thirty (30) years or the
Participant's Credited Service had he remained an active Participant until
his Normal Retirement Date.

            (q)   "Subsidiary" means any business entity in which the Company
has an equity interest of at least fifty percent.

Miscellaneous Rules of Construction.  Masculine pronouns include the
------------------------------------
feminine, the singular includes the plural, and the plural includes the
singular, as the context or application demands.

      2.    Participation.  Each Eligible Employee shall commence
            --------------
participation in this Plan as of the first day of the month coincident with
or next following the date he first becomes an Eligible Employee.  An
individual who is an Eligible Employee solely under subparagraph (ii) of
Section 1(j) shall be deemed to have first satisfied the band and
compensation requirements of such provision on January 1 of the first
calendar year for which such requirements are satisfied. Except as provided
in Section 18, once an individual becomes a Participant, he shall continue to
participate until termination of employment with a Participating Employer
even if such individual no longer satisfies the band and compensation
requirements to remain an Eligible Employee.  Any Eligible Employee on
October 1, 1993 who was not a Participant in this Plan prior to its
restatement effective October 1, 1993 shall first participate as of October
1, 1993.

                                     -3-

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      3.    Benefit on or after Normal Retirement Date.  A Participant who
            -------------------------------------------
ceases to be employed by all members of the Company's controlled group of
corporations on or after his Normal Retirement Date shall receive a monthly
benefit, payable under the basic method of payment described in Section 10,
and commencing on the first day of the month coinciding with or immediately
following his last date of employment, in an amount which is one-twelfth of
the following:

            (a)   For Strategy Committee members, one and two-thirds percent
of Eligible Earnings times Credited Service; for all other Participants, one
and one-half percent of Eligible Earnings times Credited Service; less
                                                                  ----
            (b)   The Participant's annual retirement benefit payable at
Normal Retirement Date (or, if applicable, postponed retirement date) under
the Basic Plan, under the basic method of payment described in such plan;
less also
---------
            (c)   Any other benefits from any excess benefit plan or other
retirement plan or arrangement maintained or sponsored by the Company or any
Subsidiary, other than a qualified or nonqualified 401(k) plan or a voluntary
nonqualified deferred compensation plan.  The reduction under this paragraph
shall be the annual benefit under such other plan or plans, payable at Normal
Retirement Date (or, if applicable, postponed retirement date), expressed as
if payable under the basic method of payment described in such plan;
provided, however, that if such basic method is not a form of single life
annuity, then expressed as if payable solely for the lifetime of the
Participant on an Actuarial Equivalent basis; less also
                                              ---------
            (d)   The Participant's annual Primary Social Security Benefit.

            (e)   In no event shall a Participant's benefits calculated
hereunder be less than the difference between (a) the benefit actually
payable under the Basic Plan, and (b) the benefit that would have been
payable under the Basic Plan without regard to the limitation imposed by
Section 401(a)(17) of the Internal Revenue Code (both amounts to be
determined under the basic method of payment).  This minimum benefit shall be
separately calculated with respect to all Participants, including those whose
benefits exceed this minimum, and shall be treated as a separate obligation
payable from a separate plan solely for the purpose of determining which, if
any, portion of a Participant's benefits is subject to income tax in the
state where the Participant resided when the benefit was earned.

      4.    Benefit on Early Retirement.  The following benefits are available
            ----------------------------
for Participants who retire prior to Normal Retirement Date:

            (a)   A Participant who ceases to be employed by all members of
the Company's controlled group of corporations prior to his Normal Retirement
Date but after reaching age 62 and completing 30 years of Credited Service
shall be entitled to receive a retirement benefit equal to his Accrued
Benefit, but commencing on the

                                     -4-

<PAGE> 5

first day of the month coinciding with or immediately following his last date
of employment.

            (b)   A Participant who ceases to be employed by all members of
the Company's controlled group of corporations after reaching age 55 and who
has at least five years of Credited Service but who is not eligible to
receive a benefit under paragraph (a) above may, unless disapproved by the
Company's Chief Executive Officer (or, in the case of the Chief Executive
Officer, the Board of Directors), be granted a benefit equal to his Accrued
Benefit reduced in accordance with the reduction applicable to early
retirement benefits under the Basic Plan.  Such benefit shall commence as of
the first day of the month coincident with or next following his last date of
employment.

            (c)   There shall be no benefits payable from this Plan for a
Participant who ceases employment prior to the attainment of age 55, except
as provided in Sections 5, 6 and 13.

      5.    Pre-Retirement Death Benefit.
            -----------------------------

            (a)   If a Participant dies while employed by a Participating
Employer, and after otherwise satisfying the requirements of Sections 3, 4 or
6 to receive a retirement benefit, a death benefit may be paid.  The death
benefit, when combined with certain life insurance proceeds as described
below, is intended to place the Participant in approximately the same
position (after payment of income taxes) as he would have been in had he
retired on the date of his death.

            The amount of the death benefit, if any, payable from this Plan
shall be computed as follows:

                  (i)   the After-Tax single lump sum Actuarial Equivalent of
his Accrued Benefit under this plan plus the After-Tax single lump sum value
of any benefits that would have been payable under any Excess Benefit Plan if
the Participant had retired (rather than died) on his date of death, minus
                                                                     -----
                  (ii)  the single lump sum proceeds of any life insurance
policy insuring the life of the Participant, whether group, individual, term,
universal or any other type, available through the Company or any Subsidiary,
regardless of whether the premiums therefor are paid by the Participant or
the Company.  For purposes hereof, each Participant shall be deemed to have
elected to participate in all such life insurance programs available through
the Company or any Subsidiary, whether or not such Participant actually so
participated on the date of his death.  Any insurance policy proceeds
directly attributable to supplemental contributions made by the Participant
with respect to any such policy shall not be taken into account for this
purpose.

                                     -5-

<PAGE> 6

                  (iii) The amount so obtained shall then be grossed up for
income tax purposes by dividing such amount by one minus the tax rate
determined under paragraph (b).

            (b)   For purposes of this Section 5, the term "After-Tax" shall
mean the amount remaining after subtraction of approximate federal, state and
local income and employment taxes expected to be paid on the amount in
question.  The Company's Tax Controller, or other officer with similar
responsibilities, shall determine "After-Tax" amounts, in his discretion,
using such presumed tax rates as he shall deem reasonable and appropriate
under the circumstances of the individual involved.

            (c)   Any amount payable under this Section 5 shall be paid in a
single lump sum to the Beneficiary determined in accordance with Section 14.

      6.    Disability Benefit.  A Participant whose employment terminates
            -------------------
because of disability prior to becoming eligible for benefits under Section 3
or 4 shall be entitled to the Actuarial Equivalent of his Accrued Benefit.
Disability shall be established, as determined by the Committee, if the
Participant is unable for a period reasonably expected to exceed six months
to perform the duties of the position held prior to the incident or the onset
of the illness resulting in the disability.

      7.    Intentionally blank.

      8.    Forfeiture for Activity Contrary to the Company's Best Interests.
            -----------------------------------------------------------------

            (a)   Notwithstanding any provision of this Plan to the contrary,
the right of a Participant and his beneficiary or beneficiaries to receive a
benefit hereunder is expressly conditioned upon the Participant neither (i)
having ceased to be employed by the Company or any Subsidiary under
circumstances or conditions inimical or contrary to the best interests of the
Company or any Subsidiary, nor (ii) thereafter engaging in any activity which
in the Committee's judgment is inimical or contrary to the best interests of
the Company or any Subsidiary.

            (b)   Should a Participating Employer propose to enforce the
foregoing, it shall give written notice to the Participant or other person(s)
otherwise entitled to payment, and may withhold payment pending final
resolution of the matter.  The Committee shall thereupon investigate the
alleged violation and shall consider, under such rules of procedure as the
Committee shall deem reasonable, such evidence and testimony as the
Participating Employer and the Participant or other person or persons
receiving or otherwise entitled to receive payment may wish to submit in
support or refutation of the alleged violation.  The decision of the
Committee shall be final and conclusive.  If the Committee concludes that
there has been a violation, the right of the Participant and all
beneficiaries to receive payment hereunder shall thereupon cease.  If the
Committee concludes that there has not been a violation, the amounts withheld
or suspended shall become payable as though no proceedings had been instituted
nor any payment withheld or suspended,

                                     -6-

<PAGE> 7

without, however, any interest for the period during which such amounts were
withheld or suspended.

            (c)   The provisions of this Section authorizing the Participating
Employer to give notice of an alleged violation or possible violation of the
conditions of paragraph (a) shall not be interpreted as requiring the
Participating Employer to take such action in each and every instance of a
violation or suspected violation, and in determining whether an attempt to
enforce the forfeiture provisions of this Section shall be made, the
Participating Employer may consider the possible economic damage it might
suffer from the violation or suspected violation, the circumstances
surrounding the discontinuance of the employment of the Participant with the
Participating Employer and the quantum of proof which the Participating
Employer may have of a violation of the aforesaid conditions.

            (d)   The provisions of this Section shall in no way impair or
derogate the rights which a Participating Employer may otherwise have under
any employment contract with a Participant or at law or in equity, to prevent
the disclosure of confidential information or to recover damages for the
disclosure thereof or to prevent a Participant from engaging in competition
with a Participating Employer or to recover damages therefor.

            (e)   The Board (or the Executive Committee at any time the Board
of Directors is not in session) may revoke this Section at any time,
whereupon no Accrued Benefit at that time shall ever be subject to forfeiture
or revocation for any reason, including (but not limited to) any subsequent
amendment to this Plan which reinstates the provisions of this Section or
imposes similar conditions on a Participant's right to receive benefits
hereunder.

            (f)   If the provisions of this Section are invoked at any time
after payments have already been made, the Participating Employer shall have
the right to a refund of all monies theretofore paid.  If the Participating
Employer shall find it necessary to file suit to recover any amount
hereunder, it shall be entitled to recover its reasonable attorney's fees and
costs.

      9.    Intentionally blank.

     10.    Payment Methods.  The basic method of payment for Participants
            ----------------
retiring on or after January 1, 1995 shall be monthly payments for life,
beginning on the first day of the month coincident or next following the
Participant's retirement date, with the last payment being for the month in
which the Participant's death occurs, but with 120 monthly payments
guaranteed.  Notwithstanding the foregoing, payment shall be made in a single
lump sum unless the Participant gives written notice to the Committee, at
least one year prior to the date benefits are to commence, that he elects to
receive benefits under either the basic method of payment described above or
one of the following optional methods which shall be the Actuarial Equivalent
of the basic method of payment:

                                     -7-

<PAGE> 8

            (a)   A two-thirds joint and survivor annuity with such contingent
annuitant as the Participant may designate.  If a Participant has selected
this method of payment and the contingent annuitant dies before payments
begin, the selection shall be revoked, but if the contingent annuitant dies
after payments begin, the selection of this method of payment shall not be
affected and no new contingent annuitant may be named; or

            (b)   Level installments over a five-year period.

A Participant may elect an optional method of payment under this Plan which
is different from the method of payment elected under either the Basic Plan
or the Excess Benefit Plan.

      11.   Obligation to Pay Benefits Hereunder.  No trust fund, escrow
            -------------------------------------
account or other segregation of assets shall be established or made by any
Participating Employer to guarantee, secure or assure the payment of any
benefit hereunder.  The obligation of each Participating Employer to pay
benefits pursuant to this Plan shall constitute only a general obligation of
the Participating Employer to the Participants and other payees hereunder in
accordance with the terms hereof.  Payment of benefits by a Participating
Employer hereunder shall be made only from the general funds of the
Participating Employer and no Participant or other potential payee of any
amount hereunder shall have any interest in any particular asset of any
Participating Employer by reason of the existence of this Plan, and the
amounts payable hereunder shall be subject in all respects to claims of
general creditors of the respective Participating Employers until actually
paid over to the person(s) entitled to receive the same.

      12.   Special Rule for Non-Deductible Amounts. Any amount otherwise
            ----------------------------------------
payable under the Plan in a calendar 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
calendar year as the Company determines that the amount has ceased to be so
non-deductible.  In the case of any inconsistency between this Section 12 and
any other provision of the Plan, this Section 12 shall govern, except in the
case of Section 13 becoming applicable.

      13.   Change in Control.
            ------------------

            (a)   If a Change in Control (as defined in Section 13(b)) shall
occur, then, notwithstanding anything to the contrary herein, a Participant's
Accrued Benefit under the Plan as of the Change in Control Date shall be
fully vested and non-forfeitable.  Within 30 days after the Change in Control
Date, the Participant shall be paid, in a single lump-sum payment, the
Actuarial Equivalent of such Accrued Benefit as of the date of payment.
Notwithstanding the foregoing, if, on the Change in Control date, a
Participant otherwise satisfied the eligibility requirements for early or
normal retirement benefits under Sections 3 or 4, such Participant's benefit
shall

                                     -8-

<PAGE> 9

be paid as if he actually retired on the Change in Control Date.  The Chief
Executive Officer shall be deemed to have granted any necessary approvals.

            (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 Section 13 may be deleted or amended in any way
pursuant to Section 22 at any time prior to a Change in Control.
Notwithstanding Section 22, following a Change in Control, the provisions of
this Section 13 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 shall continue in
effect, notwithstanding that payment of benefits shall have been made under
Section 13(a), unless and until terminated by the Company.

            (e)   If a Change in Control occurs, Section 8 shall no longer
apply to any individual whose activities are not under investigation by the
Committee on the Change in Control Date.

            (f)   If by reason of this Section an excise or other special tax
("Excise Tax") is imposed on any payment under this 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.

      14.   Concerning Payment; Beneficiaries.
            ----------------------------------

            (a)   Except as otherwise provided in this Section, 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.  Each
Participant shall specifically designate, by name, on forms provided by the
Committee, 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 Committee.  The filing of a new form shall
automatically revoke any forms previously filed with the Committee.  A
beneficiary designation form not properly filed with the Committee prior to
the death of the Participant shall have no validity under the Plan.

            (b)   Except as provided in Section 10, 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

                                     -9-

<PAGE> 10

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 Committee.

            (c)   If no beneficiary designation is on file with the Committee
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 Committee 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
Committee 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 Section 14.

      15.   Payees Presumed Competent.  Every person receiving or claiming
            --------------------------
amounts payable under this Plan shall be conclusively presumed to be mentally
competent and of legal age until the Committee receives a written notice, in
form, manner and substance acceptable to it, that any such person is
incompetent or is a minor or that a guardian or other person legally vested
with the care of his estate has been appointed.

      16.   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 Committee in its sole
discretion, payment thereof shall be made in one (or any combination) of the
following ways, as the Committee 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;

                                     -10-

<PAGE> 11

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

      17.   Notice of Address; Lost Payees.  The address of every Participant
            -------------------------------
or other person entitled to any payment hereunder on file for purposes of the
Basic Plan shall be used for all purposes of this Plan.  If the Committee is
unable to locate any person, or the estate of such person, after a reasonable
attempt to locate such person has been made, within two years after an amount
becomes payable hereunder, the right and interest of such payee in and to the
amount payable shall terminate on the last day of such two-year period.

      18.   Participating Employer.  Any Participating Employer in the Basic
            -----------------------
Plan may become a Participating Employer in this Plan by submitting to the
Committee a resolution of its board of directors adopting the provisions of
this Plan.  The adoption of this Plan by a Participating Employer shall
constitute an automatic delegation by it to the Board of full authority to
amend or terminate the Plan and to the Committee to administer this Plan.
Benefits payable under this Plan for a Participant whose employment
terminates from a Participating Employer shall be solely the obligation of
that Participating Employer.  A Participating Employer may withdraw from the
Plan by action of its board of directors.  If such a withdrawal shall occur,
no benefit shall be payable under this Plan to any Participant who has not
otherwise satisfied the eligibility requirements of Sections 3, 4 or 6, as of
the date of withdrawal. Notwithstanding the foregoing, any benefits in pay
status as of the date of withdrawal shall continue to be paid in full in
accordance with the terms hereof.

      19.   No Liability for Payee's Debts.  Amounts payable under this Plan
            -------------------------------
shall not be liable for or subject to the debts or liabilities of any payee,
and no amount payable hereunder shall at any time or in any manner be subject
to anticipation, alienation, sale, transfer, assignment, pledge or
encumbrance of any kind, whether to any Participating Employer or to any
other party whomsoever, and whether with or without consideration.  If any
payee shall attempt to, or shall anticipate, alienate, sell, transfer,
assign, pledge or otherwise encumber any amounts payable hereunder or any
part thereof, or if by reason of bankruptcy or other event, such amounts
would at any time be received or enjoyed by persons other than such payee,
except as otherwise permitted by this Plan, the Committee in its sole
discretion may terminate such person's interest in any such amounts and hold
or apply such amounts to or for the use of such person, his spouse, children
or other dependents, or any of them, as the Committee may determine.

                                     -11-

<PAGE> 12

      20.   Administration.  This Plan shall be administered by a Committee
            ---------------
composed of the Company's Chief Executive Officer, Chief Financial Officer
and Corporate Secretary.  The Committee shall administer the Plan in
accordance with its terms and shall have all powers necessary to carry out
the provisions of the Plan.  The Committee 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 Committee deems proper in its discretion.  Any interpretation or
construction placed upon any term or provision of the Plan by the Committee,
any decisions and determinations of the Committee 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 Earnings 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 Committee 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.

      21.   Negation of Employment Contract.  This Plan does not create an
            --------------------------------
employment contract and nothing contained herein shall be deemed (a) to give
a Participant the right to be retained in the employ of any Participating
Employer; (b) to interfere with the right of any Participating Employer to
discharge a Participant at any time with or without cause; (c) to give any
Participating Employer the right to require a Participant to remain in its
employ; or (d) to interfere with the right of a Participant to terminate
employment voluntarily whenever the Participant chooses.

      22.   Modification, Amendment, or Termination.  Except as provided for
            ----------------------------------------
in Section 13, the Company has the absolute right to modify or amend this
Plan in whole or in part, at any time and from time to time, effective as of
any specified prior, current or future date.  Such amendment shall be made in
accordance with applicable corporate procedures then in effect for similar
matters.  The Company also reserves the right to terminate this Plan, in
whole or in part, voluntarily as of any specified current or future date.
This Plan shall be automatically terminated upon a termination of the Basic
Plan, a dissolution of the Company (but not upon a merger, consolidation,
reorganization or recapitalization of the Company unless the surviving
corporation therein specifically terminates this Plan); upon the Company
being legally adjudicated a bankrupt; upon the appointment of a receiver or
trustee in bankruptcy with respect to the Company's assets and business if
such appointment is not set aside within 90 days thereafter; or upon the
making by the Company of an assignment for the benefit of creditors.  Upon
termination of this Plan, no additional employee shall become eligible to
participate herein, and no additional benefits shall be accrued hereunder.
Notwithstanding the termination of this Plan, no Participant affected thereby
shall be deprived of the right to receive his Accrued Benefit at the time and
in the manner provided by this Plan.

                                     -12-

<PAGE> 13

      23.   Set Off and Withholding.
            ------------------------

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

      24.   Claims Procedures.
            ------------------

            (a)   The Committee 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
benefit under this Plan shall submit a claim for such benefit in writing to
the Committee.

                  (ii)  Any decision by the Committee denying a claim in whole
or in part shall be stated in writing by the Committee and delivered or
mailed to the claimant within ninety (90) days after receipt of the claim by
the Committee 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 Committee 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 Committee 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,
all written in a manner calculated to be understood by the claimant.  If the
Committee 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 duly authorized representative may request a review by the Committee
of the decision upon written application to the Committee within sixty (60)
days after notification of the decision.  The claimant or his duly authorized
representative may

                                     -13-

<PAGE> 14

review pertinent documents and submit issues and comments in writing.  The
Committee 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 Committee 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 Committee 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 Committee may adopt such rules as it deems necessary,
desirable, or appropriate to carry out its duties under this Section 24.
Any action or determination or decision whatsoever taken or made by the
Committee under this Section 24 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 24 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 Committee'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 13, Section (d) above shall not apply.

      25.   Miscellaneous.
            --------------

            (a)   In any instance in which the Committee believes such action
to be in the best interest of the party entitled to receive any payment under
this Plan, or to be in the best interests of any Participating Employer (such
as to eliminate small account balances or to avoid the administrative
inconvenience and expense which might be incurred if relatively small amounts
were to be paid to multiple recipients over lengthy periods of time), amounts
payable hereunder may be paid in a single lump-sum payment, the amount of
which shall be the Actuarial Equivalent of the payment in question.

            (b)   In the event of the death of a Participant or any
beneficiary, the Committee need not make any payment provided for by this
Plan until it shall have

                                     -14-

<PAGE> 15

received proof satisfactory to it of such death and of the identity, existence
and location of the party thereafter entitled to receive payments under this
Plan.

            (c)   In making any payment or taking any action under this Plan,
the Participating Employers and the Committee shall be absolutely protected
in relying upon any finding or statement of facts believed to be true, and on
any written instrument believed to have been signed by the proper party.

            (d)   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.

      IN WITNESS WHEREOF, ANHEUSER-BUSCH COMPANIES, INC. has caused this
Amended and Restated Plan to be executed by its officers thereunto duly
authorized, this 9th day of March, 2000, effective as of March 1, 2000.


                                    ANHEUSER-BUSCH COMPANIES, INC.


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



                                     -15-

<PAGE> 16






                        ANHEUSER-BUSCH COMPANIES, INC.
                    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                   AMENDED AND RESTATED AS OF MARCH 1, 2000








<PAGE> 17

<TABLE>
                              TABLE OF CONTENTS
<S>                                                                      <C>
 1.   Definitions                                                          1
 2.   Participation                                                        3
 3.   Benefit on or After Normal Retirement Date                           3
 4.   Benefit on Early Retirement                                          4
 5.   Pre-Retirement Death Benefit                                         5
 6.   Disability Benefit                                                   6
 7.   Intentionally Blank                                                  6
 8.   Forfeiture for Activity Contrary to the Company's Best Interests     6
 9.   Intentionally Blank                                                  7
 10.  Payment Methods                                                      7
 11.  Obligation to Pay Benefits Hereunder                                 7
 12.  Special Rule for Non-Deductible Amounts                              8
 13.  Change in Control                                                    8
 14.  Concerning Payment; Beneficiaries                                    9
 15.  Payees Presumed Competent                                           10
 16.  Facility of Payment                                                 10
 17.  Notice of Address; Lost Payees                                      10
 18.  Participating Employer                                              10
 19.  No Liability for Payee's Debts                                      11
 20.  Administration                                                      11
 21.  Negation of Employment Contract                                     11
 22.  Modification, Amendment, or Termination                             12
 23.  Set Off and Withholding                                             12
 24.  Claims Procedure                                                    12
 25.  Miscellaneous                                                       14
</TABLE>