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              ANHEUSER-BUSCH COMPANIES, INC. EXCESS BENEFIT PLAN
                  AMENDED AND RESTATED AS OF MARCH 1, 2000

    Anheuser-Busch Companies, Inc., a Delaware corporation (the "Company"),
established this Excess Benefit Plan, originally effective as of January 1,
1984, to provide supplemental retirement benefits to certain employees whose
retirement benefits may be adversely affected by the limitations of Section
415 of the Internal Revenue Code.  This Plan is intended to be an "excess
benefit plan" as defined in Section 3(36) of the Employee Retirement Income
Security Act of 1974.  The Plan has been amended and restated from time to
time.  The Company hereby amends and restates the Plan as of March 1, 2000.
The provisions of this restated Plan shall apply to all eligible individuals
whose termination of employment occurs on or after March 1, 2000.

    1.   Definitions Applicable to this Excess Benefit Plan.  All capitalized
         ---------------------------------------------------
terms used in this Plan shall have the meanings herein set out:

         (a) "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 applicable with respect to the particular form or
forms of payment under the Basic Plan, disregarding interest and mortality
assumptions grandfathered as of December 31, 1999 with respect to single sum
and installment payments.

         (b) "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.

         (c) "Committee" means the same group of persons appointed to
administer the Basic Plan.

         (d) "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.

         (e) "Participant" means an individual who is eligible to participate
in this Plan as described in Section 2.

         (f) "Participating Employer" as used in this Plan means a
Participating Employer in the Basic Plan which has adopted this Plan.

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         (g) "Plan" means this Anheuser-Busch Companies, Inc. Excess Benefit
Plan Amended and Restated as of March 1, 2000 as thereafter amended from time
to time.

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

    2.   Eligibility to Participate.  Any individual whose retirement benefit
         ---------------------------
under the Basic Plan will be limited by the provisions of Section 415 of the
Internal Revenue Code, or any regulations issued thereunder, shall be a
Participant in this Plan.

    3.   Benefits Under this Plan.  The Retirement Benefit payable by a
         -------------------------
Participating Employer under this Plan shall be equal to the Actuarial
Equivalent of:

         (a) The retirement benefit a Participant would be entitled to
receive under the Basic Plan, under the actual method of payment elected
under such plan, if Section 415 were inapplicable, less

         (b) The retirement benefit actually payable to the Participant under
the Basic Plan.

No Participant shall be vested in benefits under this Plan until the
Participant has (a) terminated employment, (b) attained age 55 or been
determined to be totally and permanently disabled under the Basic Plan, (c)
vested in his benefit under the Basic Plan, and (d) satisfied all other
requirements of this Plan for commencement of benefits.

    4.   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 4 and
any other provision of the Plan, this Section 4 shall govern, unless Section
20 applies.

    5.   Pre-Retirement Death Benefits.  There will be no pre-retirement death
         ------------------------------
benefit under this Plan.

    6.   Payment Method.  The retirement benefit determined under Section 3
         ---------------
shall be payable under the basic method of payment under the Basic Plan.
However,

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a Participant may elect, subject to approval of the Committee, to have his
retirement benefit hereunder paid under one or more of the optional
methods of payment set forth in the Basic Plan.  All optional methods of
payment shall be the Actuarial Equivalent of the amount determined under
Section 3.  A Participant may elect an optional method of payment under this
Plan which is different from the method of payment elected under the Basic
Plan.  Notwithstanding the foregoing, effective for any Participant whose
employment terminates on or after January 1, 1995, payment shall be made in
the form of a single lump sum unless the Participant shall elect, on forms
provided by the Committee, at least one calendar year prior to termination of
employment, to receive payment under the basic method or some other available
method.  Except as otherwise specifically provided in this Plan, retirement
benefits hereunder shall commence as of the same date benefits commence under
the Basic Plan.

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

    8.   Concerning Payment.
         -------------------
         (a) Except as otherwise provided in this Section 8, 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 8.  Each
Participant shall specifically designate, by name, on forms provided by the
Committee, the beneficiary(ies) to whom any such amounts shall be paid.
Except as provided in paragraph (c), 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.

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

         (c) If a Participant has selected a joint and survivor annuity
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.

         (d) 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.

         (e) 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 effective as of
the date of divorce unless the Participant files a beneficiary designation
form with the Committee after the date of divorce confirming the former
spouse as the Participant's beneficiary.

         (f) Any check issued on or before the date of a Participant's death
shall remain payable to the Participant, whether or not the check is received
by the Participant prior to death.  Any check issued after the date of the
Participant's death shall be the property of the Participant's beneficiaries
determined in accordance with this Section 8.

    9.   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:

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         (i)   Directly to said minor or other person;
         (ii)  To a custodian for said minor or other person (whether
designated by the Committee or any other person) under the Missouri Transfers
to Minors Law, the Missouri Personal Custodian Law or a similar law of any
other jurisdiction;
         (iii) To the conservator of the estate of said minor or other
person; or
         (iv)  To some relative or friend of such minor or other person for
the support, welfare or education of such minor or other person.

The 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 Participating Employers and this Plan from any further
accountability or responsibility with respect to the amount so paid.

    10.  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.

    11.  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, entitled to
receive a payment hereunder within two years after an amount becomes payable,
the right and interest of such payee in and to the amount payable shall
terminate on the last day of such two year period.

    12.  No Liability for Participant'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 the 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 or her spouse,
children or other dependents, or any of them, as the Committee may determine.

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<PAGE> 6

    13.  Administration.
         ---------------
         (a) 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 (ii) the
time, method and amounts of payments payable under the Plan, and any other
action or determination or decision whatsoever taken or made by the Committee
shall be final, conclusive and binding upon all persons concerned.

         (b) The procedure provided for in this Section 13 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.

         (c) Notwithstanding the foregoing, upon a Change in Control as
defined in Section 20, Section (d) above shall not apply.

    14.  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 the Participating Employer to
discharge a participant at any time; (c) to give the 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 his employment
voluntarily whenever he chooses.

    15.  Forfeiture for Activity Contrary to a Participating Employer'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

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<PAGE> 7

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, 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 benefit that would otherwise become payable under this Plan shall ever be
subject to forfeiture or revocation for any reason, including (but not
limited to) any subsequent

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<PAGE> 8

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.

    16.  Amendment.  The Board of Directors of the Company or any duly
         ----------
authorized officer shall have 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.  Any amendments to the Basic Plan
shall automatically amend the provisions of this Plan where they would so
apply.

    17.  Termination.  The Board of Directors of the Company or any duly
         ------------
authorized individual shall have the right to terminate this Plan as of any
specified current or future date.  The Plan shall be automatically terminated
upon:  (a) termination of the Basic Plan; (b) the Company being legally
adjudicated a bankrupt; (c) the appointment of a receiver of trustee in
bankruptcy with respect to the Company's assets and business if such
appointment is not set aside within 90 days thereafter; or (d) the making by
the Company of an assignment for the benefit of creditors.  Upon a
termination of this Plan, no additional employees shall become eligible to
participate herein, and no additional benefits shall be accrued hereunder.
Notwithstanding the termination of this Plan, a Participant shall remain
entitled to a retirement benefit under this Plan, determined under Section 3,
but based only on the Participant's benefit accrued under the Basic Plan
prior to the date of termination and payable as otherwise provided herein.

    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 this Plan.  The adoption of
this Plan by a Participating Employer shall constitute an automatic delegation
by it to the Company's Board of Directors of full authority to amend or
terminate the Plan.  A Participating Employer may withdraw from the Plan by
action of its board of directors.  Notwithstanding such withdrawal, a
Participant shall remain entitled to a retirement benefit from such withdrawing
Participating Employer, determined under Section 3, but based only on the
Participant's benefit accrued under the Basic Plan prior to the date of
termination and payable as otherwise provided herein.

    19.  Successor Participating Employer.  In the event of the dissolution,
         ---------------------------------
merger, consolidation or reorganization of a Participating Employer, the
successor

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company may adopt and continue this Plan as a Participating Employer, provided
it has adopted the Basic Plan.  If a successor company does not continue this
Plan, all Participants affected thereby shall be entitled to a retirement
benefit from such successor company calculated and payable as provided in
Section 18 with the benefits determined as of the date of dissolution, merger,
consolidation or reorganization.

    20.  Change in Control.
         ------------------
         (a) If a Change in Control (as defined in Section 20(b)) shall
occur, then, notwithstanding anything to the contrary herein, a Participant's
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 his benefits determined under Section 3 as if the Participant
had terminated employment and commenced receiving benefits immediately.

         (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 20 may be deleted or amended in any way pursuant to
Section 16 at any time prior to a Change in Control.  Notwithstanding
Sections 16 and 17, following a Change in Control, the provisions of this
Section 20 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 20(a), unless and until terminated by the Company.

         (e) If a Change in Control occurs, Section 15 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.

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<PAGE> 10

    21.  Set Off and Withholding.
         ------------------------
         (a) Any amount then due and payable by the Company or any other
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.

    22.  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 a Participating Employer (such
as 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, the amount of which shall be the Actuarial Equivalent of the
benefits otherwise payable.

         (b) In the event of the death of a Participant or any Beneficiary
designated by him or her, no payment need be made by the Plan until the
Committee shall have 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 Employer and the Committee shall be absolutely protected in
relying upon any finding or statement of facts believed by it to be true, and
on any written instrument believed by it 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 (except with respect to 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


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              ANHEUSER-BUSCH COMPANIES, INC. EXCESS BENEFIT PLAN
                   AMENDED AND RESTATED AS OF MARCH 1, 2000




                                      11

<PAGE> 12

<TABLE>
                              TABLE OF CONTENTS
<CAPTION>
                                                                        PAGE
<S>                                                                     <C>
 1.    Definitions Applicable to this Excess Benefit Plan                 1
 2.    Eligibility to Participate                                         2
 3.    Benefits Under this Plan                                           2
 4.    Special Rule for Non-Deductible Amounts                            2
 5.    Pre-Retirement Death Benefits                                      2
 6.    Payment Method                                                     2
 7.    Obligation to Pay Benefits Hereunder                               3
 8.    Concerning Payment                                                 3
 9.    Facility of Payment                                                4
10.    Payees Presumed Competent                                          5
11.    Notice of Address; Lost Payees                                     5
12.    No Liability for Participant's Debts                               5
13.    Administration                                                     5
14.    Negation of Employment Contract                                    6
15.    Forfeiture for Activity Contrary to a Participating Employer's
       Best Interests                                                     6
16.    Amendment                                                          7
17.    Termination                                                        8
18.    Participating Employer                                             8
19.    Successor Participating Employer                                   8
20.    Change in Control                                                  8
21.    Set Off and Withholding                                            9
22.    Miscellaneous                                                      9
</TABLE>