<PAGE> 1


                    FIFTH AMENDMENT TO THE ANHEUSER-BUSCH
               DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
               AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1996


Effective as of April 1, 1996, Anheuser-Busch Companies, Inc. (the "Company")
amended and restated the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan (the "Plan") and has subsequently amended the Plan four times.
The Company reserved the right to further amend the Plan from time to time
and hereby amends the Plan effective April 1, 1997, unless expressly noted
otherwise, as follows:

      1.    Effective April 1, 1999, subsection (d) of Section 2.5 of the
Plan is amended to read in its entirety as follows:

                  (d)   Other Items Excluded from Base Pay For All
                        ------------------------------------------
      Participants. Base Pay does not include any bonus, pay in lieu of
      -------------
      vacation, service allowance, severance pay, premium pay for shift or
      other specialized work, Company Matching, Supplemental, Incentive or
      Transitional Contributions to this Plan, Company contributions to any
      other pension, retirement, group insurance, health and welfare or
      similar plan, cash payments pursuant to a plan designed to comply with
      Section 125 of the Code, any other so-called "fringe benefits," any
      income attributable to the award or exercise of a stock option or the
      premature disposition of stock option stock, any other amount which does
      not constitute "compensation" within the meaning of Section 415 of the
      Code, any type of remuneration not otherwise described in this Section,
      or any expense allowance or reimbursements of expenses paid on behalf of
      a Participant (even if subsequently not allowed as such and treated as
      additional compensation for federal income tax purposes).  Base Pay does
      not include any vacation pay which becomes payable on account of
      termination of employment nor does it include payments for any unused
      sick day, whether before or after termination of employment.

      2.    Section 2.25 of the Plan is amended to read in its entirety as
follows:

            2.25  "Highly Compensated Employee".  (a)  The term Highly
                  ------------------------------
      Compensated Employee includes Highly Compensated Employees who are
      active and certain former Highly Compensated Employees as described
      in this Section.

                  (b)   An active Highly Compensated Employee includes any
      individual who performs service for any of the Employing Companies
      during the determination year and who:  (i) received compensation from
      the Employing Companies in excess of $80,000 (as adjusted pursuant to
      Section 415(d) of the Code) during the look-back year; or (ii) was a
      5-percent owner, as defined in Section 24.1(f), at any time during the
      look-back year or the determination year.

                  (c)   For purposes of this Section, (i) the determination
      year shall be the Plan Year; (ii) the look-back year shall be the
      twelve-month period immediately

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      preceding the determination year; and (iii) compensation shall mean
      compensation as defined in Section 414(q)(4) of the Code and regulations
      thereunder.

                  (d)   A former Highly Compensated Employee includes any
      individual who separated from service with an Employing Company (or was
      deemed to have separated) prior to the determination year, performs no
      service for an Employing Company during the determination year, and was
      an active Highly Compensated Employee for either the separation year or
      any determination year ending on or after the employee's 55th birthday.

                  (e)   The determination of who is a Highly Compensated
      Employee, including the determinations of any 5-percent owner and the
      compensation that is considered, will be made in accordance with Section
      414(q) of the Code and applicable Treasury Regulations.

      3.    Section 2.30 of the Plan is amended to read in its entirety as
follows:

            2.30  "Non-Highly Compensated Employee".  An Employee who is not
                  ----------------------------------
      a Highly Compensated Employee.

      4.    Effective April 1, 1998, Section 2.43 of the Plan is amended to
read in its entirety as follows:

            2.43  "Taxable Compensation".  The amount of compensation
                  -----------------------
      determined under the provisions of Section 414(s) of the Code and
      regulations thereunder.  In no event shall an Employee's Taxable
      Compensation exceed the amount specified in Section 401(a)(17) of the
      Code as adjusted for any applicable increases in the cost of living.

      5.    Effective April 1, 1999, Article II of the Plan is amended by
adding to the end of such Article the following new Sections 2.47, 2.48,
2.49, 2.50, 2.51 and 2.52:

            2.47. "ABI".  Anheuser-Busch, Incorporated, a corporation
                  ------
      organized and existing under the laws of the State of Missouri, and any
      successor corporation which assumes this Plan and agrees to be bound by
      the terms and provisions hereof as a Participating Employer.

            2.48. "Incentive Contribution Base Pay".  Subject to Section
                  ----------------------------------
      2.5(e), Base Pay as defined in Section 2.5(a), (c) and (d) plus Impact
      Selling incentives paid by ABI.

            2.49. "Incentive Contributions".  The amounts contributed to this
                  --------------------------
      Plan by ABI pursuant to Section 6.1(f).

            2.50. "Transitional Contributions".  The amounts contributed to
                  -----------------------------
      this Plan by ABI pursuant to Section 6.1(g).

                                    - 2 -

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            2.51. "Wholesale Employees".  Employees paid on an hourly basis
                  ----------------------
      who are employed by ABI at a Wholesale Operation; provided, however,
      that an Employee who is a Participant in the Retirement Plan for Certain
      Hourly Employees of Anheuser-Busch, Incorporated, as defined therein,
      shall not be a Wholesale Employee.  Wholesale Employees who receive an
      allocation of an Incentive Contribution shall be treated as Participants
      in this Plan regardless of whether they have otherwise elected to
      participate in this Plan.  Wholesale Employees who do not receive an
      allocation of any Incentive Contribution for any reason whatsoever shall
      not be treated as Participants in this Plan unless they otherwise
      participate.

            2.52. "Wholesale Operation".  A wholesale operation of ABI which
                  ----------------------
      has implemented an incentive program under which Incentive Contributions
      are to be made to this Plan.

      6.    Effective October 13, 1996, Article IV of the Plan is amended by
adding to the end of such Article the following new Section 4.4:

            4.4.  Matched Contributions for Periods of Military Service.  Any
                  ------------------------------------------------------
      Eligible Employee who is reemployed after a period of military service
      while entitled to re-employment rights under Federal law shall be
      permitted to make the matched Personal Contributions described in
      Sections 4.1 and 4.2 with respect to the period of the Eligible
      Employee's military service during the period which begins on the
      Eligible Employee's date of reemployment with a Participating Employer
      and ends upon the earlier of (i) the period equal to three times the
      Eligible Employee's period of military service, and (ii) five years.
      The maximum amount of matched Personal Contributions that the Eligible
      Employee can make during this period shall be the maximum amount of
      matched Personal Contributions that the Eligible Employee would have
      been permitted to make to the Plan during the period of military service
      if the Eligible Employee had continued to be employed by a Participating
      Employer during such period and received Base Pay during such period
      equal to the Base Pay the Eligible Employee would have received during
      the period of military service had the Eligible Employee worked for a
      Participating Employer during such period.  If the Base Pay the Eligible
      Employee would have received during the period was not reasonably
      certain, the Eligible Employee's average Base Pay from the Employing
      Companies during the 12-month period immediately preceding the period of
      military service shall be deemed to be such Base Pay.

      7.    Effective January 1, 2000, subsection (b) of Section 5.5 of the
Plan is amended to read in its entirety as follows:

                  (b)   The term "Eligible Rollover Contribution" means any
      part of a distribution which meets the requirements of Section 402(c)(4)
      or Section 408(d)(3)(A)(ii) of the Code and which is transferred to this
      Plan from the Retirement Plan for Certain Hourly Employees of the
      Wholesale Operation Division of Anheuser-Busch, Incorporated by a
      Wholesale Employee in an elective transfer, within the meaning

                                    - 3 -

<PAGE> 4

      of Treasury Regulations Section 1.411(d)-4, Q&A-3(b), as a result of the
      termination of such plan.

      8.    Effective October 13, 1996, Article V of the Plan is amended by
adding to the end of such Article the following new Section 5.6:

            5.6.  Unmatched Contributions for Periods of Military Service.
                  --------------------------------------------------------
      Any Eligible Employee who is reemployed after a period of military
      service while entitled to re-employment rights under Federal law shall
      be permitted to make the unmatched Personal Contributions described in
      Sections 5.2 and 5.3 with respect to the period of the Eligible
      Employee's military service during the period which begins on the
      Eligible Employee's date of reemployment with a Participating Employer
      and ends upon the earlier of (i) the period equal to three times the
      Eligible Employee's period of military service, and (ii) five years.
      The maximum amount of unmatched Personal Contributions that the Eligible
      Employee can make during this period shall be the maximum amount of
      unmatched Personal Contributions that the Eligible Employee would have
      been permitted to make to the Plan during the period of military service
      if the Eligible Employee had continued to be employed by a Participating
      Employer during such period and received Base Pay during such period
      equal to the Base Pay the Eligible Employee would have received during
      the period of military service had the Eligible Employee worked for a
      Participating Employer during such period.  If the Base Pay the Eligible
      Employee would have received during the period was not reasonably
      certain, the Eligible Employee's average Base Pay from the Employing
      Companies during the 12 month period immediately preceding the period of
      military service shall be deemed to be such Base Pay.

      9.    Effective April 1, 1999, Section 6.1 of the Plan is amended by
adding to the end of such Section the following new subsections (f) and (g):

                  (f)   In addition to any other contribution required under
      this Section, except as otherwise provided in Section 6.4, ABI shall
      also contribute for each Plan Year of its participation in this Plan an
      Incentive Contribution on behalf of Wholesale Employees at each
      Wholesale Operation, regardless of whether they are Participants or
      Eligible Employees, who are Employees on the last day of the Company
      Year ending in such Plan Year, or who ceased to be an Employee during
      such Company Year because of death or total and presumably permanent
      disability (as determined pursuant to Section 12.4) or after attainment
      of age 60.  The amount, if any, of the Incentive Contribution for each
      Plan Year with respect to each Wholesale Operation shall be established
      by ABI in its sole discretion.

                  (g)   In addition to any other contribution required under
      this Section, ABI shall also contribute for the Plan Year ending March
      31, 2000 a Transitional Contribution on behalf of those Wholesale
      Employees designated on Exhibit A.  The amount of the Transitional
      Contribution for each such Wholesale Employee shall be established by
      ABI in its sole discretion.

                                    - 4 -

<PAGE> 5

      10.   Effective April 1, 1999, Section 6.4 of the Plan is amended to
read in its entirety as follows:

            6.4.  Payment and Payment Date.  Each Participating Employer's
                  -------------------------
      Company Matching, Supplemental, Incentive, Transitional and any other
      type of contribution for the Plan Year, to the extent actually required
      to be contributed under Section 6.1, shall be delivered to the Trustee
      as and when determined by the Committee but not later than 180 days
      after the end of such Plan Year.  Notwithstanding the foregoing, the
      amount of any Incentive Contribution allocable to the Account of a
      Wholesale Employee who is not an Eligible Employee at the time the
      Incentive Contribution is delivered to the Trustee pursuant to this
      Section 6.4 shall not be so delivered until such time, if any, as such
      Wholesale Employee becomes an Eligible Employee.  If a Wholesale
      Employee ceases to be an Employee of any Employing Company prior to
      becoming an Eligible Employee, the amount of any Incentive Contribution
      otherwise allocable to such Wholesale Employee's Account shall not be
      contributed to the Plan.  Any delivery under this Section 6.4 shall be
      either in cash or in Shares (from authorized but unissued Shares or out
      of Shares held in the Company's treasury), or a combination of both, and
      if delivered wholly or partially in Shares, such Shares shall be valued
      at the Closing Price on the date of delivery or on the last business day
      prior to the date of delivery as determined by the Committee on a
      uniform and consistent basis.

      11.   Effective April 1, 1999, Section 6.5 of the Plan is amended by
adding to the end of such Section the following new subsections (c) and (d):

                  (c)   Incentive Contributions for each Wholesale Employee
      described in Section 6.1(f) for a Plan Year shall be allocated in one of
      the following ways depending on the incentive program then in effect at
      the applicable Wholesale Operation:  (i) in accordance with the ratio
      that the Incentive Compensation Base Pay for such Company Year of each
      such Wholesale Employee at the applicable Wholesale Operation bears to
      the total Incentive Compensation Base Pay of all such Wholesale
      Employees at the applicable Wholesale Operation; (ii) per capita; or
      (iii) such other method published at the applicable Wholesale Operation.
      Incentive Contributions shall be allocated to eligible Participant
      Accounts when the contributions are delivered to the Trustee in
      accordance with Section 6.4.

                  (d)   The Transitional Contribution for each Wholesale
      Employee designated on Exhibit A shall be allocated solely to the
      Account of each such Wholesale Employee.

      12.   Effective October 13, 1996, Article VI of the Plan is amended by
adding to the end of such Article the following new Section 6.6:

            6.6   Company Contributions for Periods of Military Service.
                  ------------------------------------------------------
      (a)  If any Eligible Employee who is reemployed after a period of
      military service while entitled to re-employment rights under Federal
      law makes the Before-Tax Matched Contributions or After-Tax Matched
      Contributions described in Sections 4.1 and 4.2 for that period, the

                                    - 5 -

<PAGE> 6

      Participating Employer shall make those Company Matching and
      Supplemental Contributions on behalf of the Eligible Employee as would
      have been made had the Eligible Employee's contributions actually been
      made during the period of military service.

                  (b)   If any Eligible Employee is reemployed after a period
      of military service while entitled to re-employment rights under Federal
      law, the Participating Employer shall make any other contributions
      required under Section 6.1 on behalf of the Eligible Employee for each
      partial and full Plan Year in the Eligible Employee's period of military
      service for which the Eligible Employee did not receive a contribution.
      Such contributions shall be equal to the amount of contributions which
      would have been made had the Eligible Employee continued to be employed
      by a Participating Employer during such period of military service and
      shall be determined as though the Eligible Employee received
      Compensation equal to the amount the Eligible Employee would have
      received if the Eligible Employee were not in military service.  If the
      Base Pay the Eligible Employee would have received during the period was
      not reasonably certain, the Eligible Employee's average Base Pay from
      the Employing Companies during the 12 month period immediately preceding
      the period of military service shall be deemed to be such Base Pay.

      13.   Effective January 1, 1997, subsection (b) of Section 7.2 of the
Plan is amended to read in its entirety as follows:

                  (b)   If the Committee is notified, pursuant to Section
      402(g)(2) of the Code and prior to April 15, that a Participant has made
      elective deferrals (within the meaning of Section 402(g)(3) of the Code
      and regulations thereunder) in the immediately preceding calendar year
      under two or more plans which, in the aggregate, would exceed the
      limitations of subsection (a), a portion of such excess deferrals, as
      directed by the Participant, shall be handled in accordance with
      subsection (c) of this Section.

      14.   Effective January 1, 1997, subsection (c) of Section 7.2 of the
Plan is amended by adding at the end of such subsection the following new
sentence:

      A Highly Compensated Employee shall forfeit any Company Matching
      Contributions which were contributed on account of any Before-Tax
      Matched Contributions that are refunded under this Section, even if such
      Company Matching Contributions are vested.

      15.   Subsection (b) of Section 7.3 of the Plan is amended by adding at
the end of such subsection the following new sentence:

      A Highly Compensated Employee shall forfeit any Company Matching
      Contributions which were contributed on account of any Before-Tax
      Matched Contributions that are refunded under this Section, even if such
      Company Matching Contributions are vested.

      16.   Subsection (e) of Section 7.3 of the Plan is amended to read in
its entirety as follows:

                                    - 6 -

<PAGE> 7

                  (e)   The determination of the amount of excess Before-Tax
      Contributions for each Highly Compensated Employee under subsection (b)
      shall be made in a two step process.  First, the aggregate amount of
      excess Before-Tax Contributions shall be calculated.  This shall be done
      by reducing the actual deferral ratios of those Highly Compensated
      Employees with the highest actual deferral ratios to the extent
      necessary but not below the next highest level of actual deferral ratios
      of Highly Compensated Employees.  This process shall be repeated, to the
      extent necessary, until the actual Before-Tax Contribution rate for the
      Highly Compensated group satisfies one of the tests set forth in
      subsection (b).  The aggregate amount of excess Before-Tax Contributions
      shall be calculated by multiplying the actual deferral ratio reduction
      for each Highly Compensated Employee by the Highly Compensated
      Employee's Taxable Compensation for the Plan Year and adding the product
      of each such multiplication.  Second, the aggregate amount of excess
      Before-Tax Contributions to be refunded shall be allocated by reducing
      the Before-Tax Contributions of those Highly Compensated Employees with
      the highest amount of Before-Tax Contributions to the extent necessary
      but not below the next highest amount of Before-Tax Contributions of
      Highly Compensated Employees.  This process shall be repeated, to the
      extent necessary, until all excess Before-Tax Contributions to be
      refunded shall be allocated among the Highly Compensated Employees.

      17.   Section 7.3 of the Plan is amended by deleting subsection (g).

      18.   Subsection (h) of Section 7.3 of the Plan is amended to read in
its entirety as follows:

                  (h)   In determining the actual Before-Tax Contribution
      rate for any Highly Compensated Employee, salary deferral contributions
      under each plan maintained by an Employing Company shall be aggregated.

      19.   Effective April 1, 1999, Section 7.3 of the Plan is amended by
adding to the end of such Section the following new subsection (i):

                  (i)   If Code Section 410(b)(4)(B) is applied in determining
      whether the Plan satisfies Code Section 410(b) by excluding from
      consideration Eligible Employees who have not met the minimum age
      requirement of Code Section 410(a)(1)(A)(i), all Non-Highly Compensated
      Employees who have not met such minimum age requirement may be excluded
      from consideration for purposes of satisfying the tests in subsection
      (b).

      20.   Paragraph (bb) of subsection (b) of Section 7.3 of the Plan is
amended by adding at the end of such paragraph the following new sentence:

      A Highly Compensated Employee shall forfeit any Company Matching
      Contributions which were contributed on account of any After-Tax Matched
      Contributions that are refunded under this Section, even if such Company
      Matching Contributions are vested.

                                    - 7 -

<PAGE> 8

      21.   Subsection (g) of Section 7.4 of the Plan is amended to read in
its entirety as follows:

                  (g)   The determination of the amount of excess After-Tax
      Contributions for each Highly Compensated Employee under subsection (b)
      shall be made in a two step process.  First, the aggregate amount of
      excess After-Tax Contributions shall be calculated.  This shall be done
      by reducing the actual contribution percentages of those Highly
      Compensated Employees with the highest actual contribution percentages
      to the extent necessary but not below the next highest level of actual
      contribution percentages of Highly Compensated Employees.  This process
      shall be repeated, to the extent necessary, until the actual After-Tax
      Contribution rate for the Highly Compensated group satisfies one of the
      tests set forth in subsection (b).  The aggregate amount of excess
      After-Tax Contributions shall be calculated by multiplying the actual
      contribution percentage reduction for each Highly Compensated Employee
      by the Highly Compensated Employee's Taxable Compensation for the Plan
      Year and adding the product of each such multiplication.  Second, the
      aggregate amount of excess After-Tax Contributions to be refunded shall
      be allocated by reducing the After-Tax Contributions of those Highly
      Compensated Employees with the highest amount of After-Tax Contributions
      to the extent necessary but not below the next highest amount of
      After-Tax Contributions of Highly Compensated Employees.  This process
      shall be repeated, to the extent necessary, until all excess After-Tax
      Contributions to be refunded shall be allocated among the Highly
      Compensated Employees.

      22.   Subsection (j) of Section 7.4 of the Plan is amended to read in
its entirety as follows:

                  (j)   In determining the actual After-Tax Contribution rate
      for any Highly Compensated Employee, employee and matching contributions
      under each plan maintained by an Employing Company shall be aggregated.

      23.   Effective April 1, 1999, Section 7.4 of the Plan is amended by
adding to the end of such Section the following new subsection (k):

                  (k)   If Code Section 410(b)(4)(B) is applied in determining
      whether the Plan satisfies Code Section 410(b) by excluding from
      consideration Eligible Employees who have not met the minimum age
      requirement of Code Section 410(a)(1)(A)(i), all Non-Highly Compensated
      Employees who have not met such minimum age requirement may be excluded
      from consideration for purposes of satisfying the tests in subsection
      (b).

      24.   Effective April 1, 1999, Section 8.1 of the Plan is amended to
read in its entirety as follows:

            8.1.  Terms of ESOP Loan.  The Trustee will be specifically
                  -------------------
      empowered to borrow funds (including a borrowing from the Company or any
      other of the Employing Companies) to acquire Shares or repay a prior
      ESOP Loan, subject to the conditions set forth in this Section 8.1.  The
      terms of each ESOP Loan must, at the time the loan is made, be at least
      as favorable to the Trust as the terms of a comparable loan resulting

                                    - 8 -

<PAGE> 9

      from arm's length negotiations between independent parties.  Each ESOP
      Loan shall be for a specific term, shall bear a reasonable rate of
      interest, and shall be without recourse against the Trust or the
      Participants' Accounts, except that an ESOP Loan may be guaranteed by
      the Company and may be secured by a pledge of the Shares acquired with
      the proceeds of the ESOP Loan (or acquired with the proceeds of a prior
      ESOP Loan which is being refinanced).  No other Trust assets may be
      pledged as collateral for an ESOP Loan, and no lender shall have
      recourse against Trust assets other than (a) collateral given for the
      ESOP Loan, (b) amounts held under the ESOP Loan Payment Accumulation
      Account (other than Company Matching, Supplemental, Incentive or
      Transitional Contributions of Shares), and (c) earnings attributable to
      such collateral.  An ESOP Loan shall not be payable on demand except in
      the event of default.  In the event of default, the value of Plan assets
      transferred in satisfaction of the ESOP Loan shall not exceed the amount
      of the default plus any applicable prepayment or similar penalties or
      premiums.  If the lender is a disqualified person within the meaning of
      Code Section 4975(e)(2), the ESOP Loan must provide for a transfer of
      Trust assets on default only upon and to the extent of the failure of
      the Trust to meet the payment schedule of the ESOP loan.  Payments of
      principal and/or interest on any ESOP Loan shall be made by the Trustee
      in accordance with Section 8.7.  The Committee shall direct the Trustee
      to enter into any loan transaction approved by the Board and conforming
      with the provisions hereof.

      25.   Effective April 1, 1999, Section 8.7 of the Plan is amended to
read in its entirety as follows:

            8.7.  ESOP Loan Payments.  The Trustee shall, from time to time,
                  -------------------
      transfer sufficient funds to the ESOP Loan Payment Accumulation Account
      or ESOP Loan Suspense Account to provide funds for ESOP Loan payments
      required for the Plan Year.  Such transfers (including the transfers
      described in Section 8.4) and the corresponding ESOP loan payments,
      shall be treated as derived from the following sources in the following
      order to the extent of assets available from such sources at the time of
      transfer:

                  (a)   First, if directed by the Committee, proceeds from
      the sale, exchange, or disposition of Shares or other assets held in the
      ESOP Loan Suspense Account and earnings thereon;

                  (b)   Second, from dividends on Shares in accordance with
      Section 8.6 and, to the extent permitted under applicable law, earnings
      thereon;

                  (c)   Third, from Company Contributions under Section 6.1(d)
      and earnings thereon;

                  (d)   Fourth, from Company Matching Contributions and
      earnings thereon;

                  (e)   Fifth, from Supplemental Contributions and earnings
      thereon;

                  (f)   Sixth, from Incentive Contributions and earnings
      thereon;

                  (g)   Seventh, from Transitional Contributions and earnings
      thereon; and

                  (h)   Eighth, from Before-Tax Personal Contributions made by
      Participants and earnings thereon.

                                    - 9 -

<PAGE> 10

            This provision shall not be construed to preclude the transfer of
      funds out of the ESOP Loan Payment Accumulation Account or ESOP Loan
      Suspense Account for other Plan purposes, provided that no such transfer
      shall alter the order of priority established by this provision.
      Further, any funds remaining in the ESOP Loan Payment Accumulation
      Account or ESOP Loan Suspense Account at the end of the Plan Year and
      not applied to ESOP loan repayment shall be used as otherwise provided
      in this Plan.

      26.   Effective April 1, 1999, Article IX of the Plan is amended by
adding to the end of such Article the following new Section 9.19:

            9.19. Investment of the Incentive and Transitional Contributions
                  ----------------------------------------------------------
      Part of an Account. Incentive and Transitional Contributions for each
      -------------------
      Plan Year allocated to the Account of a Wholesale Employee shall
      initially be invested in accordance with the then current method of
      investment of such Wholesale Employee's Before-Tax Matched
      Contributions.  If no Before-Tax Matched Contributions are then being
      made by such Wholesale Employee, such Incentive and Transitional
      Contributions shall initially be invested in accordance with the then
      current method of investment of such Wholesale Employee's After-Tax
      Matched Contributions.  If no After-Tax Matched Contributions are then
      being made by such Wholesale Employee, the one-half of such Incentive
      and Transitional Contributions which are not invested in the Company
      Stock Fund shall be invested in the Short-Term Fixed Income Fund.  Once
      Incentive and Transitional Contributions have been initially invested in
      accordance with the foregoing, they may be immediately reinvested in any
      Investment Fund other than the Earthgrains Stock Fund.  There shall be
      no requirement that any portion of any Incentive or Transitional
      Contributions remain invested in the Company Stock Fund.

      27.   Effective April 1, 1999, Section 11.2 of the Plan is amended to
read in its entirety as follows:

            11.2. Company Matching, Supplemental, Incentive and Transitional
                  ----------------------------------------------------------
      Contributions.  The portion of a Participant's Account which is
      --------------
      attributable to Company Matching, Supplemental, Incentive and
      Transitional Contributions for any Plan Year (including earnings
      thereon) shall vest and become non-forfeitable when such Participant
      completes two years of Vesting Service.

      28.   Effective April 1, 1999, Subsection (i) of Section 11.3 of the
Plan is amended to read in its entirety as follows:

                  (i)   If a Participant has a Period of Severance and is
      thereafter re-employed, all years of Vesting Service prior to the Period
      of Severance shall be taken into account in determining the
      Participant's vested interest in the Company Matching, Supplemental,
      Incentive and Transitional Contributions portion of the Participant's
      Account, as accumulated prior to such severance.  The foregoing sentence
      shall not apply to any Participant whose entire account balance is not
      vested on the Participant's Severance from Service Date and who incurs a
      Period of Severance exceeding five years.  During the period when any
      unvested amount is being held pending a determination of whether a
      Period of Severance exceeding five years occurs, the Participant's
      interest in

                                    - 10 -

<PAGE> 11

      such amount shall be immediately terminated subject to reinstatement if
      the Participant is re-employed by an Employing Company prior to
      incurring a five-year Period of Severance. If the amount does not
      subsequently vest, it shall be treated as a forfeiture.  Any amount
      reinstated hereunder shall be the fair market value of the forfeited
      amount on the date of forfeiture, without any interest or other addition
      thereto for the period prior to reinstatement.  Forfeitures shall be
      applied to reduce the Company's Contributions to this Plan.

      29.   Effective April 1, 1999, Section 11.4 of the Plan is amended to
read in its entirety as follows:

            11.4. Change in Control of the Company.  Notwithstanding the
                  ---------------------------------
      foregoing provisions of this Article XI, in the event of a "Change in
      Control of the Company" (as defined herein), the nonvested portion of a
      Participant's Account which is attributable to Company Matching,
      Supplemental, Incentive and Transitional Contributions for any Plan Year
      or part thereof (including earnings thereon) shall immediately vest and
      become nonforfeitable.  The portion of the Participant's Account which
      shall vest and become nonforfeitable under this Section shall be
      determined as of the end of the month during which the Change in Control
      of the Company occurs.  For purposes hereof, a "Change in Control of the
      Company" shall occur if any "person" or "group" (within the meaning of
      Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as
      amended (the "Act")) becomes the "beneficial owner" (as defined in Rule
      13d-3 under the Act) of more than fifty percent (50%) of the then
      outstanding voting stock of the Company.  This Section shall not apply
      to any Participant who is not employed by an Employing Company at the
      time the Change in Control of the Company occurs.

      30.   Effective April 1, 1999, Section 12.1 of the Plan is amended to
read in its entirety as follows:

            12.1. Distributions Upon Termination of Employment.  A Participant
                  ---------------------------------------------
      who ceases to be an Employee of any Employing Company because of death,
      total and presumably permanent disability, entry into active duty with
      any branch of the military services of the United States, or who has
      been laid off for a period exceeding twelve consecutive months, or who
      has attained the age of 60 years at the time the Participant ceases to
      be an Employee, or who has completed two years of Vesting Service or is
      otherwise vested under the provisions of Article XI, shall receive (or
      if not then living, the Participant's Beneficiary shall receive), at the
      time provided in Section 12.2 hereof, in a single distribution, the
      Participant's entire Account.  A cessation of employment with all
      Employing Companies for any reason or at any time described in the
      preceding sentence is referred to as a "vested termination."  A
      Participant who ceases to be an Employee of any Employing Company under
      any other circumstances shall receive (or if the Participant is not
      living at the time of distribution the Participant's Beneficiary shall
      receive), at the time provided in Section 12.2 hereof, in a single
      distribution, the portions of the Participant's Account attributable to
      Personal Contributions.  Such Participant shall forfeit the portion of
      the Participant's Account which is attributable to Company

                                    - 11 -

<PAGE> 12
      Matching, Supplemental, Incentive and Transitional Contributions in
      accordance with Section 11.3(i).

      31.   Effective January 1, 1997, the second paragraph of subsection (a)
of Section 12.2 of the Plan is amended to read in its entirety as follows:

            Notwithstanding anything to the contrary herein, distributions
      under this Plan shall commence not later than April 1 following the
      calendar year in which occurs (x) in the case of a Participant who is a
      5-percent owner, as defined in Section 24.1(f), with respect to the Plan
      Year ending in the calendar year in which the Participant attains age
      70-1/2, the Participant attains age 70-1/2, and (y) in the case of a
      Participant who is not a 5-percent owner with respect to the Plan Year
      ending in the calendar year in which the Participant attains age 70-1/2,
      the later of the date the Participant attains age 70-1/2 and the date on
      which the Participant ceases to be an Employee of any Employing Company;
      provided, however, that a Participant who attained age 70-1/2 prior to
      1996 and who was not a 5-percent owner with respect to the Plan Year
      ending in the calendar year in which the Participant attained age 70-1/2
      may elect in accordance with procedures established by the Committee to
      stop distributions until a date not later than April 1 following the
      calendar year in which the Participant ceases to be an Employee of any
      Employing Company.

      32.   Effective April 1, 1998, subsections (b) and (c) of Section 12.2
of the Plan are amended by changing the references to "$3,500" therein to
"$5,000."

      33.   Effective March 22, 1999, subsection (c) of Section 12.2 of the
Plan is amended to read in its entirety as follows:

                  (c)   Notwithstanding any other provision of the Plan, if
      a Participant's vested Account balance exceeds $5,000, amounts payable
      to such Participant shall not be distributed before the Participant
      attains age 62 without the consent of the Participant.  The
      Participant's consent to distribution must be made in accordance with
      procedures promulgated by the Committee after the Participant receives a
      notice as described in subsection (d) below and must be made within the
      90-day period ending on the last day of the Processing Period as of
      which the amount of the distribution is determined and made.

      34.   Effective April 1, 1999, subsection (e) of Section 12.2 of the
Plan is amended to read in its entirety as follows:

                  (e)   Any Participant not consenting to a distribution
      hereunder shall become an inactive Participant, but notwithstanding any
      provision of this Plan to the contrary, such Participant shall have only
      the following rights under this Plan:

                        (i)    the right to receive a distribution of all
      (but not less than all) of the vested portion of the Participant's
      Account as of the end of any Processing Period permitted under this
      Section;

                                    - 12 -

<PAGE> 13
                        (ii)   the right to make changes in the investments
      of the Participant's Account in accordance with Article IX;

                        (iii)  the right to vote and tender Share Equivalents
      held in the Participant's Account in accordance with Sections 9.15 and
      9.16, respectively;

                        (iv)   the right to change the Participant's
      designated Beneficiary or Beneficiaries from time to time in accordance
      with Section 16.1;

                        (v)    the right to have Supplemental and
      Transitional Contributions allocated to the Participant's Account for
      the Plan Year in which the Participant's termination occurred;

                        (vi)   the right to have Incentive Contributions
      allocated to the Participant's Account for the Plan Year in which ended
      the Company Year in which the Participant's termination because of death
      or total and presumably permanent disability (as determined pursuant to
      Section 12.4) or after attainment of age 60 occurred; and

                        (vii)  any other right required by law to be given
      to an inactive Participant with an undistributed vested account in a
      defined contribution plan qualified under Section 401(a) of the Code.

      35.   Effective January 1, 2000, subsection (b) of Section 12.3 of the
Plan is amended to read in its entirety as follows:

                  (b)   An eligible rollover distribution is any distribution
      of all or any portion of a Participant's Account, except that an
      eligible rollover distribution does not include any distribution
      required under Section 401(a)(9) of the Code, the portion of any
      distribution that is not includable in gross income (determined without
      regard to the exclusion for net unrealized appreciation with respect to
      Shares) and any hardship distribution described in Section
      401(k)(2)(B)(i)(IV) of the Code.

      36.   Effective April 1, 1999, Subsection (b) of Section 13.1 of the
Plan is amended to read in its entirety as follows:

                  (b)   In addition to the rights set forth in subsection (a),
      any Participant may withdraw any part of the Participant's Account which
      is attributable to

                        (i)    Company Matching Contributions attributable to
      Personal Before-Tax Contributions made before April 1, 1994, which have
      been in the Participant's Account for at least two full Plan Years after
      the contributions were made, and

                        (ii)   after a Participant has attained age 59-1/2,

                               (A)   Before-Tax Matched Contributions which
            have been in the Participant's Account for at least one full Plan
            Year after the contributions were made,

                               (B)   Before-Tax Unmatched Contributions,

                                    - 13 -

<PAGE> 14
                               (C)   Incentive Contributions,

                               (D)   Transitional Contributions, and

                               (E)   Company Matching Contributions which
            have been in the Participant's Account for at least one full Plan
            Year after the contributions were made.

            Withdrawals under this subsection (b) shall be deemed made in the
      order listed above.

      37.   Effective August 6, 1997, Section 20.1 of the Plan is amended by
adding to the end of such Section the following new paragraph:

            Notwithstanding the above, effective with respect to judgments,
      orders and decrees issued on or after August 5, 1997, and settlement
      agreements entered on or after August 5, 1997, a Participant's benefit
      will be offset against any amount he or she is ordered or required to
      pay to the Plan pursuant to an order or requirement which arises under a
      judgment of conviction for a crime involving the Plan, under a civil
      judgment entered by a court in an action involving a fiduciary breach,
      or pursuant to a settlement agreement between the Participant and the
      Department of Labor or the Pension Benefit Guaranty Corporation.  Any
      such offset shall be made pursuant to Section 206(d) of ERISA.

      38.   Effective April 1, 1999, Subsection (d) of Section 23.1 of the
Plan is amended in its entirety to read as follows:

                  (d)   For purposes of this Section, "annual addition" shall
      mean the sum of the Before-Tax Contributions, After-Tax Contributions,
      Company Matching, Supplemental, Incentive and Transitional Contributions
      allocated to the account of a Participant for the limitation year.  The
      terms compensation, defined benefit plan fraction and defined
      contribution plan fraction shall have the meanings provided in Section
      415 of the Code.  Section 415 of the Code, as in effect from time to
      time, and regulations promulgated thereunder, are incorporated herein by
      reference.

      39.   Effective April 1, 1999, Subsection (a) of Section 24.2 of the
Plan is amended in its entirety to read as follows:

                  (a)   Notwithstanding any provisions herein to the contrary,
      no Key Employee may have allocated to the Key Employee's Account for
      such Plan Year Before-Tax, Company Matching, Supplemental, Incentive or
      Transitional Contributions which, expressed as a percentage of the Key
      Employee's Compensation, exceed the Company Matching, Supplemental,
      Incentive and Transitional Contribution also expressed as a percentage
      of Compensation, of that Non-Key Eligible Employee whose Company
      Matching, Supplemental, Incentive and Transitional Contribution is the
      lowest percentage.  The percentage calculations required by this
      subsection shall be made treating all defined contribution plans of the
      Company included in the aggregation group

                                    - 14 -

<PAGE> 15

      of plans as if they were a single plan, and any reduction in Before-Tax,
      Company Matching, Supplemental, Incentive and Transitional Contributions
      required by this provision shall be effected out of Before-Tax, Company
      Matching, Supplemental, Incentive and Transitional Contributions to this
      Plan first, before being allocated to any other plan.  If the
      Before-Tax, Company Matching, Supplemental, Incentive and Transitional
      Contributions which would otherwise be allocated to a Key Employee are
      reduced by operation of this provision, excess Personal Contributions
      shall be refunded to the Participant without penalty, to the end that
      the Participant's Personal Contributions for the Plan Year in question
      do not exceed the amount the Key Employee would have contributed in
      order to receive only the recalculated Company Matching and Supplemental
      Contribution amount;

      40.   Effective April 1, 1999, Subsection (b) of Section 25.1 of the
Plan is amended in its entirety to read as follows:

                  (b)   Notwithstanding the foregoing or any other contrary
      provision herein contained, any erroneous Company Matching,
      Supplemental, Incentive or Transitional Contribution which is made by a
      mistake of fact may be returned to the Participating Employer which made
      such contribution if the mistake of fact is discovered and the return of
      such contribution is completed within one year after the payment of such
      contribution to the Plan.  Furthermore, if after the Internal Revenue
      Service rules that the Plan and Trust are qualified and exempt, as
      contemplated by subsection (a) above, any deduction for any Company
      Contribution hereto is denied as not allowable under Section 404(a)(3)
      of the Code, then such contribution, to the extent of such disallowed
      deduction, may be returned to the Participating Employer which made such
      contribution within one year after the disallowance of such deduction.
      Each and every Company contribution made pursuant to this Plan is
      contingent upon the allowance of a deduction for such contribution under
      Section 404 of the Code.

      41.   Effective October 13, 1996, Article XXV of the Plan is amended by
adding to the end of such Article the following new Section 25.16:

            25.16 Qualified Military Service.  Notwithstanding any provision
                  ---------------------------
      of this Plan to the contrary, contributions, benefits and service credit
      with respect to qualified military service will be provided in
      accordance with Code Section 414(u).


IN WITNESS WHEREOF, the Company has executed this Amendment by and through
its authorized agent this 13th day of December, 1999, effective as stated
herein.

                                    ANHEUSER-BUSCH COMPANIES, INC.



                                    By  /s/ William L. Rammes
                                        ---------------------------------
                                        William L. Rammes
                                        Vice President-Human Resources

                                    - 15 -

<PAGE> 16

                    FIFTH AMENDMENT TO THE ANUEUSER-BUSCH
               DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
               AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1996

                                  EXHIBIT A

          WHOLESALE EMPLOYEES DESIGNATED PURSUANT TO SECTION 6.1(g)


Castro, Jose
Davis, William R.
Dutra, Tony J.
Mendoza, David B.
Montibeller, John
Retzlaff, Laurie
Spurgeon, David B.
Tirado, Jr., Joseph P.