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                        ANHEUSER-BUSCH COMPANIES, INC.
                          DEFERRED COMPENSATION PLAN
                          FOR NON-EMPLOYEE DIRECTORS
                  (AMENDED AND RESTATED AS OF MARCH 1, 2000)

      The Deferred Compensation Plan For Non-Employee Directors, originally
effective June 24, 1981, amended and restated in is entirety effective July
24, 1981, April 2, 1987, February 22, 1989, and January 1, 1997, is hereby
amended and restated in its entirety, effective March 1, 2000.

1.    Definitions
      -----------
      (a)   "Board" - the Board of Directors of the Company.

      (b)   "Cash Account" - each account being administered for the benefit
of a Participant pursuant to section 5 below.

      (c)   "Company" - Anheuser-Busch Companies, Inc.

      (d)   "Compensation" - any retainer, meeting and committee fees, or any
similar fee to which a Non-Employee Director is entitled for services
performed.

      (e)   "Credited Shares" - the shares of the Company's common stock
which, for accounting purposes only, are to be credited to a Participant's
Share Account from time to time. At no time shall Credited Shares be
considered as actual shares of common stock and a Participant shall have no
rights as a stockholder with respect to the Credited Shares.

      (f)   "Deferred Amount" - Compensation deferred by a Participant under
the Plan together with all interest, dividends or other amounts credited to a
Participant's account(s) pursuant to the provisions of the Plan.

      (g)   "Market Value" - the mean between the high and low price per share
of the Company's common stock, as reported on the New York Stock Exchange,
for the last business day of a calendar month.

      (h)   "Non-Employee Director" - any duly elected or appointed member of
the Board who is not an employee of the Company or of any subsidiary of the
Company, including for this purpose any Advisory Member or any Member
Emeritus.


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      (i)   "Participant" - any Non-Employee Director who elects hereunder to
defer payment by the Company of any or all Compensation to which he/she may
be entitled and any Non-Employee Director entitled to a benefit under the
Plan pursuant to section 9 below.

      (j)   "Plan" - the Anheuser-Busch Companies, Inc. Deferred Compensation
Plan For Non-Employee Directors.

      (k)   "Prime Rate" - The annual prime interest rate published by The
Boatmen's National Bank of St. Louis or its successor.

      (l)   "Rate/Term" - one or more combinations of interest rates and time
periods which shall apply to Compensation allocated to Participants' Cash
Accounts for a calendar year pursuant to section 5 below.

      (m)   "Secretary" - the duly elected Secretary of the Company.

      (n)   "Share Account" - each account being administered for the benefit
of a Participant pursuant to section 6 below.

2.    Administration
      --------------
      The Plan shall be administered by the Secretary, who shall have the
authority to construe and interpret the Plan, and to establish or adopt
rules, regulations, procedures and forms relating to the administration of
the Plan. The Secretary shall have no authority to add to, delete from or
modify the terms of the Plan without the prior approval of the Board. Neither
the Secretary nor any member of the Board shall be liable for any act or
determination made in good faith.

Notwithstanding the foregoing, the Secretary shall have complete power from
time to time to adopt, amend, and rescind such rules as the Secretary shall
deem necessary, appropriate, or prudent in order to comply with or avoid
liability under Section 16 of the Securities Exchange Act of 1934, as
amended, or the rules promulgated thereunder from time to time. Without
limiting the generality of such authority, the Secretary may adopt, amend,
and rescind rules which may have the effect of adding to, deleting from, or
otherwise modifying the terms of the Plan in any respect, provided only that
the Secretary in good faith determines

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that such rules are reasonably likely to further the objective of complying
with or lawfully avoiding liability under Section 16 or the rules thereunder.
In addition, from time to time the Secretary may (but need not) adopt, amend,
and rescind rules which relax Plan restrictions on the timing or frequency of
actions by Plan Participants if and to the extent the Secretary determines that
such restrictions no longer are necessary to conform the Plan to any applicable
legal requirements and no longer are appropriate to the prudent and convenient
administration of the Plan. Any rules adopted, amended, or rescinded by the
Secretary hereunder shall become effective at such times as the Secretary may
determine, without approval or other action by the Board of Directors of the
Company. The Secretary shall notify the Board promptly of any rules adopted,
amended, or rescinded hereunder. The Board at all times shall retain the power
to annul in whole or part any action taken by the Secretary hereunder.

3.    Elections under the Plan
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      The following types of election shall be available under the Plan:

      (a)   (1) Each Non-Employee Director who desires to participate in the
Plan for a calendar year shall execute and deliver to the Secretary before
the beginning of the calendar year an appropriate election designating the
portion of Compensation for the calendar year to be deferred.

            (2) An individual who becomes a Non-Employee Director after the
beginning of a calendar year may make an initial election for the calendar
year within 30 days after the individual becomes a Non-Employee Director,
effective as of the first day of the month coincident with or next following
the date the election is filed.

            (3) After the initial election, a Participant's failure to
execute and deliver such an election before the beginning of a calendar year
shall be deemed an election to continue to defer Compensation in accordance
with the election in effect for the immediately prior calendar year.

      (b)   (1) Coincident with the initial election provided for in section
3(a), a Participant shall execute and deliver to the Secretary an appropriate
election designating the portion of the Participant's future Compensation to
be

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deferred that shall be allocated to the Cash Account and the Share Account
respectively, and may make such an election from time to time thereafter with
respect to future deferrals in the same manner.

            (2) A Participant may elect to transfer existing Deferred Amounts
between the Cash Account and the Share Account from time to time as provided
for in section 7.

      (c)   Each Participant for whom a Cash Account is maintained at any time
during a calendar year shall execute and deliver to the Secretary an
appropriate election designating the Rate/Term combinations which shall apply
to the amounts in the Participant's Cash Account as provided for in section 5
for the calendar year.

      (d)   (1) Coincident with the initial election provided for in section
3(a), a Participant shall execute and deliver to the Secretary an appropriate
election designating the date of commencement and form of distribution of the
Participant's Deferred Amounts authorized in section 8(b).

            (2) In addition, a Participant may from time to time execute such
an election designating a later date of commencement and/or a longer payment
period for all or any portion of the Participant's existing Deferred Amounts
and/or the Participant's Compensation to be deferred in the future, provided
that no such election with respect to existing Deferred Amounts shall be
valid unless it is executed and received by the Secretary at least one year
prior to the date of commencement then on file with the Secretary and at
least one year prior to the date the Participant's service on the Board is
scheduled to end (including service as an Advisory Member or Member
Emeritus).

      (e)   (1) Any election under this section 3 shall be effective on and
after the first day of the month next following the month in which the
election form is received by the Secretary or such later date as may be
specified on the election form, except with respect to transfers between the
Cash Account and the Share Account, which shall be effective at the end of
the month in which the election form is received by the Secretary as provided
for in section 7(b).

            (2) The receipt by the Secretary of a new election form shall
constitute a revocation of any previously filed

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inconsistent election, provided that a Participant shall not be able to change
the election provided for in section 3(a) before the first day of the following
calendar year and a Participant shall not be able to change the elections
provided for in section 3(b) before the later of the first day of the following
calendar year or the expiration of the fixed Term, if any, that the Participant
chose for any Deferred Amounts subject to the election, as provided for in
section 5.

            (3) No election to change the amount or percentage of
Compensation a Participant elects to defer shall be retroactively effective.

4.    Accounting
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      (a)   The Company shall establish on its books appropriate bookkeeping
accounts for each Participant which will accurately reflect the Deferred
Amount in each account of a Participant.

      (b)   The Secretary shall furnish each Participant with a statement of
the Deferred Amount in each account promptly following the end of each
calendar year.

5.    Cash Account
      ------------
      (a)   Each Participant's Cash Account shall consist of all of the
Deferred Amounts credited pursuant to a specific election to defer, a valid
transfer from the Participant's Share Account, or an election by the
Participant pursuant to section 9, if any.

      (b)   Crediting of interest on Deferred Amounts in a Participant's Cash
Account shall be governed by this section 5.

      (c)   (1) Before the beginning of each calendar year, the Company shall
offer one or more Rate/Term combinations.

            (2) The fixed Rates and Terms for each calendar year shall be
determined by the Chief Financial Officer of the Company and shall be
identical to the Rates and Terms available for the calendar year under the
Anheuser-Busch Executive Deferred Compensation Plan.

            (3) A fixed Term elected by a Participant need not be limited to
the deferral period for the amount subject to

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the Term elected.  For example, a Participant may elect a 10-year Term for an
amount that will become payable after 5 calendar years.

            (4) In addition to any fixed Rate/Term combinations provided for
in this section 5(c), the Prime Rate shall be offered to Participants for
each calendar year. Deferred Amounts subject to the Prime Rate shall be
credited as of the end of each calendar quarter with an amount equal to the
product of one-fourth of the Prime Rate in force at the end of that calendar
quarter, multiplied by the average daily balance of such Deferred Amounts for
that calendar quarter.

            (5) All fixed Terms shall commence on a January 1 and expire on a
December 31.  If a Participant executes and delivers a Rate/Term election for
a calendar year before the beginning of the calendar year, it shall become
effective as of January 1 of such calendar year. If a Participant does not
execute and deliver the appropriate election form before the beginning of a
calendar year, the Participant shall be deemed to have elected that any
amounts subject to such an election as of the beginning of the calendar year
be subject to the Prime Rate.  As to any portion of a Participant's Cash
Account subject to the Prime Rate as of the beginning of a calendar year, the
Participant may make a Rate/Term election effective as of the first day of
any succeeding calendar month during the calendar year.  For example:  (i) if
before January 1, 1995, a Participant elects a combination of a 3-year Term
and a 3% Rate for 1995, the 3% Rate shall apply to affected Deferred Amounts
from January 1, 1995 through December 31, 1997; (ii) if a Participant elects
the Prime Rate as of January 1, 1995 and then a combination of a 3-year Term
and a 3% Rate as of April 1, 1995, the Prime Rate shall apply to affected
Deferred Amounts from January 1, 1995 through March 31, 1995, and the 3% Rate
shall apply to affected Deferred Amounts from April 1, 1995 through December
31, 1997; and (iii) if a Participant makes no Rate/Term election for any
portion of a calendar year, the affected Deferred Amounts shall be subject to
the Prime Rate for the entire calendar year.

      (d)   (1) Each Participant shall elect among the Rate/Term combinations
available under section 5(c) which shall apply to the Participant's
Compensation allocated to the Participant's Cash Account for the calendar
year, to all

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Deferred Amounts allocated to the Participant's Cash Account in prior calendar
years which were subject to the Prime Rate as of the prior December 31, and to
other Deferred Amounts allocated to the Participant's Cash Account in prior
calendar years as to which the previous Terms expired on December 31 of the
prior calendar year.

            (2) The number of Rate/Term combinations a Participant may select
for a calendar year shall not exceed the number of Rate/Term combinations a
participant may select under the Anheuser-Busch Executive Deferred
Compensation Plan for the same calendar year.

      (e)   Interest shall accrue on the Deferred Amounts of a Participant
for each calendar year in accordance with the Participant's elections as
provided for in this section 5 until payment becomes due with respect to such
amounts.

6.    Share Account
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      (a)   Each Participant's Share Account shall consist of all of the
Deferred Amounts credited pursuant to a specific election to defer, a valid
transfer from the Participant's Cash Account or an election by the
Participant pursuant to section 9, if any.  Any amount credited to a Share
Account in a calendar month shall be converted, as of the end of that
calendar month, into the maximum whole number of Credited Shares that the
amount so credited could have purchased at the then Market Value.

      (b)   As of the end of the calendar month during which the Company pays
any dividend on its common stock, either in cash or property other than its
common stock, a Share Account shall be credited with an amount equal to the
cash dividend per share or the value per share (as conclusively determined by
the Board), of the dividend in property other than its common stock, times
the Credited Shares in the Share Account on the dividend record date. The
amount so credited will be converted into the maximum whole number of
Credited Shares that the amount so credited could have purchased at the then
Market Value. If the Company pays any stock dividend, a Share Account shall
be credited, as of the end of the calendar month during which the stock
dividend is paid, with an amount equal to the stock dividend declared times
the Credited Shares in the Share Account on the dividend record date.

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      (c)   If any distribution other than a dividend is made on, or with
respect to, the Company's common stock, or in the event of a stock split,
recapitalization or other adjustment of the Company's common stock, an
appropriate adjustment shall be made to the number of Credited Shares in a
Share Account or to the cash credited to the Share Account on the same basis
as would have been made had the Credited Shares then been actually issued and
outstanding on the record date. The Board shall resolve any questions as to
the appropriateness of any such adjustment, including, but not limited to,
values and exchange ratios, and its determination shall be binding and
conclusive.

      (d)   All conversions into Credited Shares under subsections 6(a)
through (c) above shall be made in full shares. Amounts not so converted
shall be carried as excess cash in a Share Account and shall be added to any
additional amounts subsequently available for conversion.

7.    Election to Transfer
      --------------------
      (a)   Subject to any rules promulgated by the Secretary pursuant to
section 2, a Participant may transfer from time to time:

      (1) all or any portion of any Deferred Amount from the Share Account to
the Cash Account, or

      (2) all or any portion of any Deferred Amount then invested either at
the Prime Rate or for a Term that expires on the effective date of the
election to transfer from the Cash Account to the Share Account, by executing
and delivering to the Secretary the appropriate election form.  A Participant
may make such an election to transfer Deferred Amounts that then remain
payable to the Participant under the Plan, including the period after
termination of service as a Non-Employee Director (including service as an
Advisory Member or Member Emeritus) and any period of payment in
installments.  If a Participant elects to transfer any portion of any
Deferred Amount from the Share Account to the Cash Account, the Participant
may make a Rate/Term election with respect to the amount transferred incident
to the election to transfer.

      (b)   A transfer shall be effective as of the end of the calendar month
in which the election is received by the Secretary and shall be based on the
Market Value of the

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Credited Shares for the month during which the election is made.

      (c)   An election to transfer shall not affect any current elections to
defer.  No transfer may change either the date distribution is to commence or
the form of distribution with respect to the Deferred Amount being
transferred.

8.    Distribution
      ------------
      (a)   Except in the case of the death of a Participant, distribution
shall commence as of the first day of the calendar quarter coincident with or
next following the date specified by the Participant.

      (b)   Except in the case of the death of the Participant, payment of the
amount in each deferred compensation account shall be either in the form of a
lump sum or approximately equal quarterly installments over a period not to
exceed ten (10) years as selected by the Participant; provided, if payment is
made in installments and the Participant has both a Cash Account and a Share
Account subject to the distribution as of the date of payment of any
installment, the  installment shall be paid pro rata from the Cash Account
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and the Share Account.

      (c)   In the event of the Participant's death prior to the date
specified for distribution of any account, or after distribution to the
Participant has commenced but before full distribution of any account has
been made, the then remaining balance in each account shall be paid in a lump
sum to the beneficiary or contingent beneficiary designated by the
Participant, or to the estate of the deceased Participant if there is no
surviving beneficiary or contingent beneficiary. In either such event the
lump sum payment shall be made as of the first day of the calendar quarter
following the Participant's date of death. A Participant may change the
beneficiary or contingent beneficiary from time to time by filing with the
Secretary a written notice of Such change; provided, however, no such notice
of change of beneficiary shall be effective unless it had been received by
the Secretary prior to the date of the Participant's death.

      (d)   (1) If a Change in Control (as defined in Section 8(d)(2)) shall
occur, then, notwithstanding anything to the contrary herein, within 30 days
after the Change in Control

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Date, each Participant shall be paid, in a single lump-sum payment, the value
of all of the Participant's accounts.

            (2) 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.

            (3) This Section 8(d) may be deleted or amended in any way
pursuant to Section 10(a) at any time prior to a Change in Control.
Notwithstanding Section 10(a), following a Change in Control, the provisions
of this Section 8(d) 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.

            (4) Following a Change in Control, this Plan shall continue in
effect, notwithstanding that payment of benefits shall have been made under
Section 8(d)(1), unless and until terminated by the Company.

            (5) If by reason of this Section 8(d) 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.

9.    Amounts Attributable to the Non-Employee Directors' Retirement Program.
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      (a) Any Participant who was a Non-Employee Director as of January 1,
1996 (including any former Non-Employee Director then serving as an Advisory
Member) shall be eligible for a benefit under the Plan, in addition to any
other amounts due the Participant under the Plan, determined as follows:

            (1) The present value as of January 1, 1996 of an annuity
commencing as of the first day of the month following the Participant's
expected retirement date, payable monthly, equal to 1/12th of the annual fee
for Non-Employee Directors in effect as of January 1, 1996, shall be
determined, applying the interest rate and mortality assumptions in use

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under the Anheuser-Busch Companies, Inc. Supplemental Executive Retirement Plan
as of January 1, 1996.

            (2) Effective as of January 1, 1996, the amount so determined
shall be allocated to the Participant's Cash Account and/or Share Account
under the Plan, in such proportions as the Participant elects, and shall be
subject to the adjustments in value provided for in sections 5 and 6 of the
Plan; provided that any amount allocated to the Cash Account shall be subject
to the Prime Rate and shall not be subject to any fixed Rate/Term election
available with respect to other amounts allocated to the Cash Account until
January 1, 1997, whereupon the amount shall be subject to all provisions of
sections 5, 6 and 7 of the Plan.

            (3) Effective as of January 1, 1996, the Participant shall elect
a form of payment described in section 8(b) with respect to this amount.

            (4) As of the first day of the month following the date the
Participant leaves service as a Non-Employee Director (including service as
an Advisory Member or Member Emeritus), the total amount then allocated
pursuant hereto to the Participant's Cash Account and Share Account shall
become payable in the form elected by the Participant.  The Participant may
not change the date of commencement of payment of the amount subject to this
section 9, but may elect a longer payment period as provided for in section
3(d)(2).

            (5) In the event of a Participant's death before payment of the
amount provided for hereunder is complete, the then remaining balance of the
amount due hereunder shall be paid as provided for in section 8(c); provided:
(i) the Participant shall make a separate primary beneficiary and contingent
beneficiary designation with respect to the amount due hereunder; (ii) a
Participant may change the separate primary beneficiary or contingent
beneficiary from time to time with respect to any payment due after death
hereunder in the manner provided for generally in section 8(c); and (iii) if
there is no surviving primary beneficiary or contingent beneficiary
designated under the separate beneficiary designation provided for in this
section 9(a)(5), the amount due hereunder shall be paid in accordance with
the Participant's general beneficiary designation under section 8(c), if any,
or if none, to the Participant's estate.

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      (b) Except as expressly provided in this section 9, the generally
applicable provisions of the Plan shall apply to amounts allocated to the
Cash Account and the Share Account in accordance with this section 9.

10.   Miscellaneous
      -------------
      (a)   The Board may amend or terminate this Plan at any time; however,
any amendment or termination of this Plan shall not affect the rights of
Participants or beneficiaries to payment, in accordance with section 8 of
this Plan, of amounts credited to Participants' accounts hereunder at the
time of such amendment or termination.

      (b)   This Plan does not create a trust in favor of a Participant,
his/her designated beneficiary or beneficiaries, or any other person claiming
on his/her behalf, and the obligation of the Company is solely a contractual
obligation to make payments due hereunder. In this regard, the balance in any
account shall be considered a liability of the Company and the Participant's
right thereto shall be the same as any unsecured general creditor of the
Company. Neither the Participant nor any other person shall acquire any
right, title, or interest in or to any Deferred Amount outstanding under the
Plan other than the actual payment of such Deferred Amount in accordance with
the terms of the Plan.

      (c)   No right or benefit under this Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance or change,
and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
change the same shall be void. No right or benefit hereunder shall in any
manner be liable for or subject to the debts, contracts, liabilities or torts
of the person entitled to such benefit.  If any Participant or beneficiary
shall become bankrupt or attempt to anticipate, alienate, sell, assign,
pledge, encumber or change any right or benefit hereunder, then such right or
benefit shall, in the discretion of the Board, cease and terminate; and in
such event, the Company may hold or apply the same or any part thereof for
the benefit of the Participant or his/her beneficiary, his/her spouse,
children or other dependents, at any time and in such proportion as the Board
may deem proper. Any statement to the contrary notwithstanding, the Company
may apply any Deferred Amount to satisfy, in whole or in part, any
indebtedness of a Participant to the Company.

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      (d)   Construction of the Plan shall be governed by the laws of Missouri
(except with respect to choice of law).

      (e)   The terms of the Plan shall be binding upon the heirs, executors,
administrators, personal representatives, successors and assigns of all
parties in interest.

      (f)   The headings have been inserted for convenience only and shall not
affect the meaning or interpretation of the Plan.

      (g)   Each Participant shall submit to the Secretary his/her current
mailing address. It shall be the duty of each Participant to notify the
Secretary of any change of address. In the absence of such notice, the
Secretary shall be entitled for all purposes to rely on the last known
address of the Participant.

      (h)   Any amount payable to or for the benefit of a minor, an
incompetent person or other person incapable of receipting therefor shall be
deemed paid when paid to such person's guardian or to the party providing or
reasonably appearing to provide for the care of such person, and such payment
shall fully discharge the Company and the Board with respect thereto.

      (i)   Nothing in this Plan or any amendment thereto shall give a
Participant, or any beneficiary of a Participant, a right not specifically
provided therein. Nothing in this Plan or any amendment thereto shall be
construed as giving a Participant the right to be retained as a member of the
Board.

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