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                                                                Exhibit 10.9

                               ANHEUSER-BUSCH
                    EXECUTIVE DEFERRED COMPENSATION PLAN
                (AMENDED AND RESTATED AS OF JANUARY 1, 2002)


                                  Preamble
                                  --------

Anheuser-Busch Companies, Inc. (the "Company") adopted the Anheuser-Busch
Executive Deferred Compensation Plan (the "Plan") for the purpose of
providing deferred compensation to a select group of management and highly
compensated employees, effective as of January 1, 1994. The Company reserved
to itself the right to amend the Plan. The Plan has been amended from time
to time, including an amendment and restatement effective as of January 1,
2001. The Company deems it necessary and desirable to amend and restate the
Plan in its entirety as hereinafter set forth, effective January 1, 2002.


I.       DEFINITIONS

         Account: The separate record of the interest of each Participant in
         -------
this Plan which the Company maintains in accordance with Section IV. A
Participant's Account shall include such subaccounts as may be required to
account separately for amounts subject to the Participant's various
elections respecting deferral and hypothetical investment under the Plan,
and the term "Account" shall include subaccount where the context so
requires.

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

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

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

         Deferral Amounts: The amounts a Participant defers under this Plan
         ----------------
from time to time.

         Effective Date: The original Effective Date was January 1, 1994.
         --------------
The Effective Date of this amendment and restatement of the Plan is January
1, 2002.

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


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

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

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

                  (b)      Leased employees.

                  (c)      Non-resident aliens.

                  (d)      Collective bargaining unit members.

         Measurement Fund: Any of the measurement funds provided for under
         ----------------
the Plan from time to time. As of January 1, 2002, the Measurement Funds
include the Fixed Income Fund described in Section VI, the Vanguard
Institutional Index Fund (designed to mirror approximately the return of the
Standard and Poors' S&P 500 Index), the Vanguard Total Stock Market Index
Fund (Institutional Shares) (designed to mirror approximately the return of
the Wilshire 5000 Index) and a Money Market Rate Fund, which shall provide a
yield equal to the Company's current monthly average commercial paper cost
for each calendar month.

         Participant: With respect to any Year, an Eligible Employee who
         -----------
elects to defer a portion of his or her Eligible Compensation for the Year
or an Eligible Employee or former Eligible Employee who so elected with
respect to an earlier Year and has an Account during the Year.

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

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

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

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


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II.      ELIGIBILITY

         An Employee shall be an Eligible Employee for a Year if:

                  (a)      the Employee is an Officer on the confidential
                           payroll of a Participating Employer as of January
                           1 of the Year, or

                  (b)      the Employee is an executive employed in a
                           position with a market rate of pay equal to or
                           greater than $200,000 as of January 1 of the
                           Year, adjusted for each Year after 2002 in
                           accordance with the Company's budgeted internal
                           merit increase factor for that position for that
                           Year.

III.     DEFERRAL ELECTIONS

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

                  (a)      If the Participant is an Eligible Employee for
                           the Year, the portion of the Participant's
                           Eligible Compensation for the Year that shall be
                           deferred; however:

                           (i)     The maximum portion of each installment
                                   of a Participant's Base Salary subject to
                                   deferral election hereunder shall be
                                   equal to a pro rata share of the portion
                                              --------
                                   of the Participant's Base Salary in
                                   excess of $200,000. If by reason of
                                   section 3.04, an installment is
                                   insufficient to support any deferral, no
                                   make-up deferral shall be made from any
                                   future Base Salary installment.

                           (ii)    If a Participant's annual Base Salary
                                   rate is changed during a Year, the
                                   amounts deferred prior to the date of
                                   change shall not be changed. The maximum
                                   portion of each installment that can be
                                   deferred after the change shall be
                                   determined by: (i) adding (a) the
                                                              -
                                   Participant's actual Base Salary for
                                   the portion of the Year before the
                                   effective date of the change, and (b) the
                                                                      -
                                   Participant's Base Salary rate per pay
                                   period on the effective date of the
                                   change multiplied by the number of pay
                                   periods remaining in the Year on the
                                   effective date of the change; (ii)
                                   subtracting from this sum (a)$200,000,
                                                              -
                                   and (b) the total amount deferred during
                                        -
                                   the Year before the effective date of the
                                   change; and (iii) dividing the
                                   remainder by the number of pay periods
                                   remaining in the Year as of the effective
                                   date of the change.


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                           (iii)   The maximum portion of a Participant's
                                   Bonus subject to deferral election
                                   hereunder shall be equal to the amount by
                                   which the Participant's Eligible
                                   Compensation exceeds the sum of the
                                   portion of the Participant's Base Salary
                                   deferred hereunder plus $200,000.

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

                  (b)      The period of deferral for amounts deferred
                           during the Year, which may be a definite period
                           of five (5), ten (10), fifteen (15) or twenty
                           (20) Years including the Year of deferral, or an
                           indefinite period ending on termination of the
                           Participant's employment with all Related
                           Employers, subject to extension provided for in
                           sections 3.01(d), 3.01(e) and 3.02 or
                           acceleration as provided for in sections 7.01(b),
                           7.05, 7.06 and 7.07.

                  (c)      Whether payment of the Participant's Deferral
                           Amounts for the Year and any income, gain or loss
                           thereon shall be made in a single sum, in five
                           (5) installments, or in ten (10) installments
                           (subject to acceleration as provided for in
                           sections 7.02(c), 7.05, 7.06 and 7.07), or in a
                           series of substantially equal periodic payments
                           (not less frequent than annually) for a period of
                           10 years, as provided for in 4 U.S.C. section 114.

                  (d)      Whether payment of the Participant's Deferral
                           Amounts for the Year and any income, gain or loss
                           thereon that become due on account of termination
                           of the Participant's employment with all Related
                           Employers shall begin as of the first day of the
                           calendar month following the termination or the
                           January 1 following the termination.

                  (e)      Except as provided for in this section 3.01(e),
                           all elections pursuant to this section 3.01 shall
                           be irrevocable. Notwithstanding anything, a
                           Participant may elect (i) a longer deferral
                           period permitted under section 3.01(b), including
                           without limitation the period ending on
                           termination of employment, (ii) a longer period
                           for payment of installments permitted under
                           section 3.01(c) for amounts previously deferred
                           under the Plan or (iii) the later commencement
                           date permitted in section 3.01(d); provided that
                           such an election shall be of no force or effect
                           unless the Participant provides the Company with
                           written notice of the


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                           change at least one year prior to the date
                           payment would begin in the absence of such an
                           election or termination of the Participant's
                           employment with all Related Employers, whichever
                           occurs first.

         3.02. Special Rule for Non-deductible Amounts. Any amount otherwise
               ---------------------------------------
payable under the Plan in a Year for which the Company determines that the
amount would not be deductible by any Participating Employer under section
162(m) of the Internal Revenue Code shall not be paid until such Year as the
Company determines that the amount has ceased to be non-deductible by any
Participating Employer under section 162(m) of the Internal Revenue Code. In
the case of any inconsistency between this section 3.02 and any other
provision of the Plan, this section 3.02 shall govern, except in the case of
section 7.06.

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

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

                  (b)      No portion of the Participant's Eligible
                           Compensation previously deferred during the Year
                           shall be refunded to the Participant, even though
                           the Participant's total Eligible Compensation for
                           the Year may be less than $200,000.

         3.04. Miscellaneous Limitations on Deferral. Notwithstanding
               -------------------------------------
section 3.01, a Participant's deferral election for a Year shall be of no
force or effect to the extent that it requires deferral of: (i) any amounts
the Participant elects to contribute under the Anheuser-Busch Deferred
Income Stock Purchase and Savings Plan on either a before-tax or after-tax
basis and the Anheuser-Busch 401(k) Restoration Plan; (ii) any amounts the
Participant elects or is required to contribute under the Group Insurance
Plan for Certain Employees of Anheuser-Busch Companies, Inc., the
Anheuser-Busch Dependent Care Assistance Plan, the Anheuser-Busch Salaried
Long-Term Disability Plan, any cafeteria plan designed to comply with
section 125 of the Internal Revenue Code or any other welfare benefit plan
maintained by any Participating Employer; (iii) any payroll taxes, income
taxes or any other taxes required to be withheld from the Participant's
compensation which is subject to such taxes during the Year, including but
not limited to FICA taxes and federal, state and local income taxes required
to be withheld on the Participant's wages for the Year; and (iv) any amounts
payable to a court or other individual or entity by court order.



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IV.      ACCOUNTS

         4.01. Maintenance of Accounts. The Company will maintain an Account
               -----------------------
for the benefit of each Participant.

         4.02. Crediting Deferral Amounts. Each Participant's Account shall
               --------------------------
be credited with his or her Deferral Amounts at the time they would have
been paid to the Participant but for his or her deferral election pursuant
to section 3.01(a).

         4.03. Crediting or Debiting Investment Returns. The Company shall
               ----------------------------------------
credit or debit, as the case may be, each Participant's Account to reflect
the return on hypothetical investments as provided in section 5.02.

         4.04. Debiting Payments. Each Participant's Account shall be
               -----------------
debited by the amount of each payment pursuant to Section VII with respect
to the Participant at the time of such payment.






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V.       HYPOTHETICAL INVESTMENTS

         5.01. Election of Hypothetical Investments.
               ------------------------------------

                  (a)      Prior to becoming a Participant, each Eligible
                           Employee must select one or more Measurement
                           Funds in which he or she wishes hypothetically to
                           invest (including Rate/Term combinations under
                           the Fixed Income Fund, if applicable).

                  (b)      A Participant may change his or her combination
                           of Measurement Funds as of the first day of any
                           calendar month, by notice in form prescribed by
                           the Company, at such time before the effective
                           date of the change as the Company may require,
                           subject to the limitations of section 6.01(g), if
                           applicable.

                  (c)      A Participant's right to change his or her
                           combination of Measurement Funds shall continue
                           until the entire amount of his or her Account is
                           distributed pursuant to Section VII. If a
                           Participant dies before distribution of the
                           Participant's entire Account is complete, the
                           Participant's beneficiary shall have the right to
                           make the elections reserved to the Participant in
                           section 5.01(b) from the date the Company
                           receives written notice of the Participant's
                           death through the date of final distribution;
                           provided: (i) if a deceased Participant has two
                           or more beneficiaries, the beneficiaries shall
                           thereafter have the right to make such elections
                           with respect to the shares of the Participant's
                           Account to which they are respectively entitled
                           as of the date the Company receives written
                           notice of the Participant's death; and (ii) if a
                           beneficiary is a minor or otherwise legally
                           incompetent, a parent or legal guardian of the
                           beneficiary, as the case may be, shall exercise
                           such right on behalf of the beneficiary.

         5.02. Crediting Returns. The Company shall, at such times and in
               -----------------
such manner as it in its sole discretion determines to be appropriate,
credit or debit each Participant's Account, as the case may be, with the
appropriate amount of income, gain or loss, as if such Account had been
invested in the combination of Measurement Funds the Participant has
selected in accordance with Section 5.01.

         5.03. If Payment Is Delayed.
               ---------------------

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



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                  (b)      In the event payment of any amount due a
                           Participant occurs more than thirty (30) days
                           after its due date, interest shall accrue during
                           the period between the due date and the date of
                           payment at an annual rate equal to the prime rate
                           published by the Wall Street Journal, Midwest
                           Edition, as of the due date.

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


VI.      FIXED INCOME FUND

         6.01. Operation of the Fixed Income Fund. The Fixed Income Fund
               ----------------------------------
shall be operated as follows:

                  (a)      Before the beginning of each Year, the Company
                           shall offer one or more combinations of interest
                           rates (hereinafter "Rates") and time periods
                           (hereinafter "Terms") which shall be available
                           during the Year with respect to current Deferral
                           Amounts, prior Deferral Amounts as to which the
                           previous Terms expired on December 31 of the
                           prior Year, and existing Account balances in
                           other Measurement Funds from time to time during
                           the Year.

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

                  (c)      All Terms shall commence on a January 1 and
                           expire on a December 31. For example, if a
                           Participant elects a combination of a 3-Year Term
                           and a 3% Rate for all amounts deferred by the
                           Participant for 2002, the 3% Rate shall apply to
                           all amounts deferred for 2002 from the date of
                           deferral through December 31, 2004.

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


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                  (e)      A Participant may make separate elections
                           regarding the Rate/Term combinations for the
                           Participant's current Deferral Amounts, existing
                           Account balances in other Measurement Funds and
                           amounts attributable to prior Deferral Amounts
                           and interest accrued thereon as to which the
                           previous Terms expired on December 31 of the
                           prior Year.

                  (f)      Notwithstanding anything, a Participant may elect
                           that all or any portion of his or her Account in
                           existence as of December 31, 2000 be transferred
                           to another Measurement Fund or another Rate/Term
                           combination available under the Fixed Income Fund
                           as of January 1, 2001, whether or not the Term
                           that applies to any portion of the Participant's
                           Account would otherwise have expired on December
                           31, 2000.

                  (g)      A Participant may elect transfer of his or her
                           current Deferral Amounts or any portion of his or
                           her existing Account then hypothetically invested
                           in other Measurement Funds into the Fixed Income
                           Fund after the first day of a Year. However,
                           except as provided in section 6.01(f), any
                           amounts that a Participant elects to transfer
                           into the Fixed Income Fund during a Year shall
                           remain in the Fixed Income Fund until expiration
                           of the Term elected by the Participant with
                           respect to such amounts, and interest shall begin
                           to accrue on any such amounts as of the effective
                           date of the Participant's election or the date
                           they would have been paid to the Participant if
                           the Participant had not elected deferral thereof,
                           whichever is later.

         6.02. Accrual of Interest on Installment Payments. If any amount in
               -------------------------------------------
the Fixed Income Fund is paid in installments pursuant to a Participant's
election in accordance with section 3.01(c) or (e), interest shall accrue on
any balance thereof remaining to be paid in installments from time to time
in accordance with the Participant or beneficiary's elections from time to
time as provided for in section 5.01 until payment is complete; provided, in
the absence of an election by a Participant or beneficiary in accordance
with the foregoing, the Participant or beneficiary shall be deemed to have
elected the Rate in effect for the longest time period available as of the
due date of the election.




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VII.     PAYMENTS TO PARTICIPANTS

         7.01. Time Payment Begins.
               -------------------

                  (a)      Subject to the remaining provisions of this
                           Section VII, payment of the portion of a
                           Participant's Account attributable to amounts
                           deferred for a Year shall begin as of January 1
                           of the Year following expiration of the deferral
                           period the Participant elected therefor in
                           accordance with section 3.01(b) or (e).

                  (b)      Notwithstanding section 7.01(a), payment of a
                           Participant's Account shall begin not later than
                           the first day of the calendar month following
                           termination of the Participant's employment with
                           all Related Employers on account of retirement,
                           death or any reason or the January 1 following
                           the termination, as elected by the Participant
                           pursuant to section 3.01(d) or (e).

         7.02. Form of Payment.
               ---------------

                  (a)      If a Participant elects payment of any amount in
                           a single sum pursuant to section 3.01(c), such
                           single sum amount shall be due and payable as of
                           the date determined pursuant to section 7.01.

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

                  (c)      If a Participant elects payment of any amount in
                           a series of substantially equal period payments
                           (not less frequent than annually) for a period of
                           10 years, as provided for in 4 U.S.C. section
                           114, the Company shall modify the installment
                           method provided for in sections 7.02(b) and 7.04
                           to the extent required to satisfy the
                           requirements of 4 U.S.C. section 114.

                  (d)      Notwithstanding sections 7.02(b) and (c): (i) if a
                           Participant's employment with all Related
                           Employers terminates before age fifty-five (55)
                           for any reason other than the Participant's death
                           or disability, or (ii) if a Participant's
                           termination of employment with all Related
                           Employers occurs before the end of the
                           Participant's first Year of deferral under the
                           Plan, the Company may determine that payment of
                           the



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                           Participant's entire Account under the Plan shall
                           be paid in a single sum, notwithstanding any
                           election by the Participant to the contrary.

         7.03. Set Off and Withholding.
               -----------------------

                  (a)      Any amount then due and payable by the Company to
                           any Participant or the successor to any
                           Participant under this Plan may be offset by any
                           amounts owed to any Related Employer by the
                           Participant and/or the successor for any reason
                           and in any capacity whatsoever, as the Company
                           may determine in its sole and absolute
                           discretion.

                  (b)      There shall be deducted from any amount payable
                           under this Plan all taxes required to be withheld
                           by any federal, state or local government.
                           Participants and their beneficiaries shall bear
                           any and all federal, state, local and other
                           income taxes and other taxes imposed on amounts
                           paid under the Plan, whether or not withholding
                           is required or carried out in accordance with
                           this provision.

         7.04. Determination of Installment Amounts. If payment of any
               ------------------------------------
portion of a Participant's Account occurs in installments, the amount of
each installment shall be equal to the amount thereof remaining unpaid as of
the December 31 preceding payment, divided by the number of installments
then remaining to be paid. For example, with respect to an Account that is
payable in five (5) installments, to determine the amount of the first
installment, divide the total amount of the Account as of the preceding
December 31 by five (5); to determine the amount of the second installment,
divide the amount of the Account remaining to be paid as of the preceding
December 31 by four (4), and so on. Notwithstanding the foregoing, the
company shall modify the installment method provided for in this section
7.04 to the extent required by section 7.02(c).

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

                  (a)      The Company may determine that payment of any
                           portion of a Participant's Account under the Plan
                           shall be accelerated on application of the
                           Participant or beneficiary on account of and
                           subject to reasonable proof of unforeseeable
                           emergency as provided for in this section 7.05.

                  (b)      For purposes of this section 7.05, an
                           unforeseeable emergency is a severe financial
                           hardship to the Participant or beneficiary
                           resulting from a sudden and unexpected illness or
                           accident of the Participant or beneficiary or of
                           a dependent (as defined in section 152(a) of the
                           Internal Revenue Code) of the Participant or
                           beneficiary, loss of the Participant's or
                           beneficiary's property due to casualty, or other
                           similar extraordinary and unforeseeable
                           circumstances arising as a



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                           result of events beyond the control of the
                           Participant or beneficiary. The circumstances
                           that will constitute an unforeseeable emergency
                           will depend upon the facts of each case, but, in
                           any case, payment may not be made to the extent
                           that such hardship is or may be relieved--

                           (i)     Through reimbursement or compensation by
                                   insurance or otherwise,

                           (ii)    By liquidation of the Participant's or
                                   beneficiary's assets, to the extent the
                                   liquidation of such assets would not
                                   itself cause severe financial hardship,
                                   or

                           (iii)   By cessation of deferrals under this Plan
                                   or by cessation of elective deferrals if
                                   and when possible under any other
                                   deferred compensation plan for which the
                                   Participant or beneficiary is eligible;
                                   provided that a Participant shall not be
                                   permitted to cease deferrals under this
                                   plan as of any date other than a January 1.

         Examples of what are not considered to be unforeseeable emergencies
         include the need to send a Participant's or beneficiary's child to
         college or the desire to purchase a home.

                  (c)      Withdrawal of amounts because of an unforeseeable
                           emergency shall be permitted only to the extent
                           reasonably needed to satisfy the emergency need.

                  (d)      All determinations under this section 7.05 shall
                           be made by an Administrative Committee appointed
                           pursuant to section 8.01(c).

                  (e)      Notwithstanding any other provision of this
                           section 7.05, authorization of distribution on
                           account of hardship under the Anheuser-Busch
                           Deferred Income Stock Purchase and Savings Plan
                           shall automatically terminate any deferral
                           election of the Participant then in force with
                           respect to Eligible Compensation and further
                           deferrals under this Plan shall not be permitted
                           for a period of twelve (12) months.

         7.06. Change in Control.
               -----------------

                  (a)      If a Change in Control (as defined in section
                           7.06(b)) shall occur, then, notwithstanding
                           anything to the contrary herein, the entire
                           amount of a Participant's Account under the Plan
                           as of the Change in Control Date shall be paid in
                           a single sum within 30 days after the Change in
                           Control Date.



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                  (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 7.06 may be deleted or amended in
                           any way pursuant to Section IX at any time prior
                           to a Change in Control. Notwithstanding Section
                           IX, following a Change in Control, the provisions
                           of this section 7.06 cannot, after the Change in
                           Control Date, be amended in any manner without
                           the written consent of each individual who was a
                           Participant immediately prior to the Change in
                           Control.

                  (d)      Following a Change in Control, this Plan may
                           continue in effect, notwithstanding that payment
                           of benefits shall have been made under section
                           7.06(a).

                  (e)      If by reason of this section 7.06 an excise or
                           other special tax ("Excise Tax") is imposed on
                           any payment under the Plan (a "Required
                           Payment"), the amount of each Required Payment
                           shall be increased by an amount which, after
                           payment of income taxes, payroll taxes and Excise
                           Tax thereon, will equal such Excise Tax on the
                           Required Payment.

         7.07. General Right to Accelerate Payment. Notwithstanding sections
               -----------------------------------
7.01 and 7.02, the Company by its proper officers in its sole discretion may
direct current payment of all Participants' Accounts under the Plan.

         7.08. Payments After Death.
               --------------------

                  (a)      Except as otherwise provided in this section
                           7.08, any amount payable under this Plan as a
                           result of or following the death of a Participant
                           shall be applied only for the benefit of the
                           beneficiary or beneficiaries designated by the
                           Participant pursuant to this section 7.08. Each
                           Participant shall specifically designate, by
                           name, on forms provided by the Company, the
                           beneficiary(ies) to whom any such amounts shall
                           be paid. A Participant may change or revoke a
                           beneficiary designation without the consent of
                           the beneficiary(ies) at any time by filing a new
                           beneficiary designation form with the Company.
                           The filing of a new form shall automatically
                           revoke any forms previously filed with the
                           Company. A beneficiary designation form not
                           properly filed with the Company prior to the
                           death of the Participant shall have no validity
                           under the Plan.


                                     13

<PAGE>
<PAGE>

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

                  (c)      If no beneficiary designation is on file with the
                           Company at the time of the Participant's death or
                           no beneficiary designated by the Participant
                           survives the Participant, the Participant's
                           estate shall be deemed to be the beneficiary
                           designated to receive any portion of the
                           Participant's Account then remaining payable
                           under this Plan.

                  (d)      In determining any question concerning a
                           Participant's beneficiary, the latest designation
                           filed with the Company shall control and
                           intervening changes in circumstances shall be
                           ignored; provided, if a Participant's spouse is
                           designated as beneficiary but thereafter is
                           divorced from the Participant, such designation
                           shall become invalid as of the date of divorce
                           unless the Participant files a beneficiary
                           designation form with the Company after the date
                           of divorce confirming designation of such former
                           spouse as beneficiary.

                  (e)      Any check issued on or before the date of a
                           Participant's death shall remain payable to the
                           Participant, whether or not the check is received
                           by the Participant prior to death. Any check
                           issued after the date of the Participant's death
                           shall be the property of the Participant's
                           beneficiaries determined in accordance with this
                           section 7.08.

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

         7.09. All Payments to be Made by the Company. All payments due any
               --------------------------------------
Participant or beneficiary under this Plan shall be the sole responsibility
of the Company.



                                     14

<PAGE>
<PAGE>

VIII.    ADMINISTRATION

         8.01. Administrative Duties of the Company.
               ------------------------------------

                  (a)      The Company shall have sole responsibility for
                           the administration of the Plan.

                  (b)      The Company shall administer the Plan in
                           accordance with its terms and shall have all
                           powers necessary to carry out the provisions of
                           the Plan. The Company shall interpret the Plan;
                           shall determine all questions arising in the
                           administration, interpretation, and application
                           of the Plan; and shall construe any ambiguity,
                           supply any omission, and reconcile any
                           inconsistency in such manner and to such extent
                           as the Company deems proper. Any interpretation
                           or construction placed upon any term or provision
                           of the Plan by the Company, any decisions and
                           determinations of the Company arising under the
                           Plan, including without limiting the generality
                           of the foregoing: (i) the eligibility of any
                           individual to become or remain a Participant and
                           a Participant's status as such, and Eligible
                           Compensation for any Year; (ii) the time, method
                           and amounts of payments payable under the Plan;
                           (iii) the rights of Participants; and any other
                           action or determination or decision whatsoever
                           taken or made by the Company in good faith shall
                           be final, conclusive, and binding upon all
                           persons concerned, including, but not limited to,
                           the Company, all Participating Employers and all
                           Participants and beneficiaries.

                  (c)      The Chief Financial Officer of the Company shall
                           appoint one or more Employees to carry out the
                           Company's duties hereunder.

                  (d)      The Company may employ accountants, counsel,
                           specialists and other persons necessary to help
                           carry out its duties and responsibilities under
                           the Plan. The Company or any appointee shall be
                           entitled to rely conclusively upon any opinions
                           or reports which shall be furnished to it or him
                           by such accountants, counsel, specialists, and
                           other persons.

                  (e)      No Employee shall participate in determining his
                           or her own entitlement under the Plan.

         8.02. Claims Procedures.
               -----------------

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


                                     15

<PAGE>
<PAGE>

                  (b)      The following procedure shall be followed with
                           respect to claims under the Plan:

                           (i)     Any claimant who believes he or she is
                                   entitled to a benefit under this Plan
                                   shall submit a claim for such benefit in
                                   writing to the Company.

                           (ii)    Any decision by the Company denying a
                                   claim in whole or in part shall be stated
                                   in writing by the Company and delivered
                                   to the claimant electronically or in
                                   writing within ninety (90) days after
                                   receipt of the claim by the Company
                                   unless special circumstances require an
                                   extension of time for processing, but in
                                   any event within one hundred eighty (180)
                                   days after such receipt. If such an
                                   extension of time is taken, the Company
                                   shall inform the claimant of the delay in
                                   writing before the expiration of the
                                   initial ninety (90) day period, including
                                   the reasons therefor and the date by
                                   which the Company expects to render a
                                   decision. Any decision denying a claim
                                   shall set forth the specific reasons for
                                   the denial with specific references to
                                   Plan provisions on which the denial is
                                   based, a description of any additional
                                   material or information necessary to
                                   perfect the claim and the reasons
                                   therefor, a statement that the claimant
                                   is entitled to receive, upon request and
                                   free of charge, reasonable access to, and
                                   copies of, all documents, records and
                                   other information relevant to the
                                   claimant's claim for benefits, an
                                   explanation of the Plan's claim review
                                   procedure as provided for in section
                                   8.02(b)(iii), and a statement of the
                                   claimant's right to bring a civil action
                                   under federal law following an adverse
                                   benefit determinatin on review, all
                                   written in a manner calculated to be
                                   understood by the claimant. For this
                                   purpose, a document, record or other
                                   information shall be considered relevant
                                   to a claimant's claim if it was relied on
                                   in making the benefit determination, was
                                   submitted, considered or generated in the
                                   course of making the benefit
                                   determination (without regard to whether
                                   it was relied upon in making the benefit
                                   determination), or demonstrates
                                   compliance with the administrative
                                   processes and safeguards required in
                                   making the benefit determination. If the
                                   Company does not notify the claimant of
                                   denial of the claim or the need for an
                                   extension of time within the initial
                                   ninety (90) day period, the claim shall
                                   be deemed denied.

                           (iii)   If a claim is denied in whole or in part,
                                   the claimant or his or her duly
                                   authorized representative may request a
                                   review by the Company of the decision
                                   upon written application to the



                                     16

<PAGE>
<PAGE>

                                   Company within sixty (60) days after
                                   notification of the decision. The
                                   claimant or his or her duly authorized
                                   representative may review pertinent
                                   documents and submit written comments,
                                   documents, records and other information
                                   relating to the claim. The Company shall
                                   take into account all comments,
                                   documents, records and other information
                                   submitted by the claimant relating to the
                                   claim, without regard to whether such
                                   information was submitted or considered
                                   in the initial benefit determination. The
                                   Company shall make its decision on review
                                   not later than sixty (60) days after
                                   receipt of the request for review unless
                                   special circumstances require an
                                   extension of time for processing, in
                                   which case its decision shall be rendered
                                   as soon as possible, but not later than
                                   one hundred twenty (120) days after
                                   receipt of the request for review. If
                                   such an extension of time is taken, the
                                   Company shall inform the claimant of the
                                   delay in writing before the expiration of
                                   the initial sixty (60) day period. The
                                   decision on review shall be delivered to
                                   the claimant electronically or in writing
                                   and shall include specific reasons for
                                   the decision, written in a manner
                                   calculated to be understood by the
                                   claimant and specific references to the
                                   pertinent plan provisions on which the
                                   decision is based. If the Company does
                                   not notify the claimant of its decision
                                   on review within the period herein
                                   provided for, the claim shall be deemed
                                   denied on review.

                  (c)      The Company may adopt such rules as it deems
                           necessary, desirable, or appropriate to carry out
                           its duties under this section 8.02. All rules,
                           decisions and determinations of the Company under
                           this section 8.02 shall be uniformly and
                           consistently applied. Any action or determination
                           or decision whatsoever taken or made by the
                           Company under this section 8.02 in good faith
                           shall be final, conclusive, and binding upon all
                           persons concerned, including, but not limited to,
                           the Company, all Participating Employers and all
                           Participants and beneficiaries.

                  (d)      The procedure provided for in this section 8.02
                           shall be the sole, exclusive and mandatory
                           procedure for resolving any dispute under this
                           Plan; provided that if a Participant wishes to
                           make a legal challenge to the Company's
                           determination and he or she has entered into an
                           agreement with the Company to arbitrate disputes
                           arising from his or her 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.


                                     17

<PAGE>
<PAGE>

                  (e)      Notwithstanding the foregoing, upon a Change in
                           Control as defined in section 7.06, section
                           8.02(d) shall not apply.


         8.03. Books and Records.
               -----------------

                  (a)      The Company shall keep such books, records, and
                           other data as it deems necessary for proper
                           administration of the Plan, including but not
                           limited to records of each Participant's Eligible
                           Compensation, elections, Account, amounts payable
                           to each Participant from time to time, and
                           amounts paid to each Participant or beneficiary
                           from time to time.

                  (b)      The records of the Company shall be conclusive on
                           all persons unless proved incorrect to the
                           satisfaction of the Company.

                  (c)      The Company shall comply with all reporting and
                           disclosure requirements of the law and shall
                           maintain all records required by law.

         8.04. Notices.
               -------

                  (a)      Any notice from the Company to any Participant
                           shall be in writing and shall be given by
                           delivery to the Participant, or by mailing to the
                           last known residence address of the Participant.
                           Any notice from a Participant to the Company
                           shall be in writing and shall be given by
                           delivery to the Pension Department of the Company
                           at the Company's headquarters, except as
                           otherwise designated by the Company. Notices
                           shall be effective on the date of actual
                           delivery.

                  (b)      Each Participant shall furnish all information,
                           including post office address and each change of
                           post office address, proofs, receipts and
                           releases, as may be required by the Company.

                  (c)      Any communication, statement or notice addressed
                           to any individual at the last post office address
                           filed with the Company shall be binding for all
                           purposes of the Plan, and the Company shall not
                           be obligated to search for or ascertain the
                           whereabouts of any such individual.

                  (d)      Except for Participants' deferral and investment
                           elections under the Plan, any notice required by
                           the Plan may be waived by the Company or any
                           Participant.


                                     18

<PAGE>
<PAGE>

IX.      AMENDMENT AND TERMINATION

         The Chief Financial Officer of the Company shall have authority to
amend or terminate the Plan on behalf of the Company in his sole discretion
at any time, except as follows:

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

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

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


X.       PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY

         10.01. Adoption. A Participating Employer other than the Company
                --------
shall adopt this Plan by written instrument executed by its proper officers,
subject to the written approval of the Company. Adoption of the Plan by a
Participating Employer shall constitute automatic delegation of all rights
and duties it might otherwise reserve to itself under the Plan to the
Company, including full authority to amend or terminate the Plan.

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

         10.03. Succession. In the event of dissolution, merger,
                ----------
consolidation, or spin-off involving a Participating Employer, the entity
surviving the transaction shall succeed to the rights and duties of the
affected Participating Employer without the execution of any other
instrument.


XI.      MISCELLANEOUS

         11.01. Company's Obligations Unsecured. It is the intention of the
                -------------------------------
Company and all Participants that the Plan shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended from time



                                     19

<PAGE>
<PAGE>

to time. Amounts payable to Participants under this Plan shall be paid
solely from the general assets of the Company as they come due from time to
time. No Participant and no successor of any Participant shall have any
property interest whatsoever in any asset of the Company on account of
participation in this Plan. Participants' rights under this Plan shall be no
greater than the right of an unsecured general creditor of the Company.
Nothing in this Plan shall require the Company to invest any amount in any
asset or type of asset.

         11.02. No Alienation. Except as required by law, amounts payable
                -------------
under this Plan shall not be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, charge,
garnishment, execution, or levy of any kind, either voluntary or
involuntary; any attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, charge or otherwise dispose of any right to payment
hereunder shall be void, and the Company shall not in any manner be liable
for, or subject to, the debts, contracts, liabilities, engagements or torts
of any Participant or other person.

         11.03. No Waiver of Rights. Except as provided for in section 8.02,
                -------------------
no failure or delay by the Company or any Participant to exercise any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.

         11.04. Severability. The invalidity of any particular clause,
                ------------
provision or covenant herein shall not invalidate all or any part of the
remainder of this Plan, but such remainder shall be and remain valid in all
respects as fully as the law will permit.

         11.05. Legal Expenses. In any proceeding to enforce rights and
                --------------
obligations hereunder, the unsuccessful party shall pay the successful party
an amount equal to all reasonable out-of-pocket expenses (including
reasonable legal expenses and court costs) incurred by the successful party.

         11.06. Presumption of Competence. Every person receiving or
                -------------------------
claiming amounts payable under this Plan shall be conclusively presumed to
be mentally competent and of legal age unless and until the Company receives
proof satisfactory to the Company that the person is incompetent or is a
minor or that a guardian or other person legally vested with the care of the
person's estate has been appointed.

         11.07. Facility of Payment. If any amount is payable hereunder to a
                -------------------
minor or other person under legal disability or otherwise incapable of
managing his or her own affairs, as determined by the Company in its sole
discretion, payment thereof shall be made in one (or any combination) of the
following ways, as the Company shall determine in its sole discretion:

                           (i)     Directly to said minor or other person;


                                     20

<PAGE>
<PAGE>

                           (ii)    To a custodian for said minor or other
                                   person (whether designated by the Company
                                   or any other person) under the Missouri
                                   Transfers to Minors Law, the Missouri
                                   Personal Custodian Law or a similar law
                                   of any other jurisdiction;

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

                           (iv)    To some relative or friend of such minor
                                   or other person for the support, welfare
                                   or education of such minor or other
                                   person.

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

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

         11.09. Plan Provisions Binding. The provisions of the Plan shall be
                -----------------------
binding upon the Company, all Participating Employers and all persons
entitled to benefits under the Plan and their respective successors, heirs
and legal representatives.

         11.10. Rules of Interpretation. Words of gender shall include
                -----------------------
persons and entities of any gender, the plural shall include the singular,
and the singular shall include the plural. Captions are intended to assist
in reference and shall not be interpreted as part of the Plan.

         11.11. Missouri Law Controls. Subject to the applicable provisions
                ---------------------
of the Employee Retirement Income Security Act of 1974 which provide to the
contrary, this Plan shall be administered, construed, and enforced according
to the laws of the State of Missouri (other than choice of law) and in
Courts situated in that State. The Company and all Eligible Employees and
former Eligible Employees submit to the exclusive jurisdiction of the
Circuit Court for the County of St. Louis, State of Missouri ("County
Court") residing in St. Louis County for purposes of all legal proceedings
(including, but not limited to, actions to compel arbitration) arising out
of or relating to this Plan or the transactions contemplated hereby. In the
even that the County Court is for any reason not available for purposes of
any such legal proceeding, then the Company and all Eligible Employees and
former Eligible Employees submit to the exclusive jurisdiction of the United
States District Court for the Eastern District of Missouri, Eastern Division
(St. Louis). The Company and all Eligible Employees and former Eligible
Employees irrevocably waive, to the fullest extent permitted by law, any


                                     21

<PAGE>
<PAGE>

objections that they may now or hereafter have to the aforesaid venue,
including without limitation any claim that any such proceeding brought in
either such court has been brought in an inconvenient forum, provided
however, this provision shall not limit the ability of the Company or any
Eligible Employee or form Eligible Employee to enforce the other provisions
of this section.

         11.12. Counterparts. This Plan may be executed in two or more
                ------------
counterparts, any one of which shall constitute an original without
reference to the others.

         IN WITNESS WHEREOF, Anheuser-Busch Companies, Inc. executed this
amended and restated Plan this 12th day of December, 2002, effective as of
the 1st day of January, 2002.

                                     ANHEUSER-BUSCH COMPANIES, INC.

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





                                     22