Executive Deferred Compensation Plan - Anheuser-Busch Companies Inc.


                                 ANHEUSER-BUSCH
                     EXECUTIVE DEFERRED COMPENSATION PLAN
                 (AMENDED AND RESTATED AS OF JANUARY 1, 2001)


                                   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.  The Company deems it 
necessary and desirable to amend and restate the Plan in its entirety 
as hereinafter set forth, effective January 1, 2001.


I.    DEFINITIONS

Account:  The separate record of the interest of each Participant in 
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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 
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for a Year under a bonus plan, regardless of when awarded or paid.

Company:  Anheuser-Busch Companies, Inc.
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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 
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Effective Date of this amendment and restatement of the Plan is January 1, 
2001.

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, 2001, 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 only if the sum of 
the Employee's annual rate of Base Salary as of October 1 of the immediately 
preceding calendar year and the Employee's Bonus for the second preceding 
calendar year exceeds $250,000, as adjusted for each Year after 1994 in 
accordance with the Company's budgeted internal merit increase factor for 
that Year (hereinafter "$250,000 As Adjusted").

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 $250,000 As Adjusted.  If by
                         reason of Sec. 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) $250,000
                                                                 -
                         As Adjusted, 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.

                   (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

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                         sum of the portion of the Participant's Base Salary
                         deferred hereunder plus $250,000 As Adjusted.

                   (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 Secs. 
                   3.01(d), 3.01(e) and 3.02 or acceleration as provided for 
                   in Secs. 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 Secs. 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. Sec. 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 Sec. 3.01(e), all elections 
                   pursuant to this Sec. 3.01 shall be irrevocable. 
                   Notwithstanding anything, a Participant may elect (i) a 
                   longer deferral period permitted under Sec. 3.01(b), 
                   including without limitation the period ending on 
                   termination of employment, (ii) a longer period for 
                   payment of installments permitted under Sec. 3.01(c) for 
                   amounts previously deferred under the Plan or (iii) the 
                   later commencement date permitted in Sec. 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 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.

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      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 Sec. 3.02 and any other provision 
of the Plan, this Sec. 3.02 shall govern, except in the case of Sec. 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 Sec. 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 
                   $250,000 As Adjusted.

      3.04.  Miscellaneous Limitations on Deferral.  Notwithstanding Sec.
             -------------------------------------
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.


IV.   ACCOUNTS

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

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      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 Sec. 
3.01(a).

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


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 
                   Sec. 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 Sec. 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.

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      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.

             (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 Sec. 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.

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             (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 2001, the 3% Rate shall
                   apply to all amounts deferred for 2001 from the date of
                   deferral through December 31, 2003.

             (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.

             (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 Sec. 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 Sec. 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 Sec. 5.01 until payment is complete; provided, in the 
absence of an election by a Participant or beneficiary in accordance with the

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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.


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 Sec. 3.01(b) or (e).

             (b)   Notwithstanding Sec. 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
                   Sec. 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 Sec. 3.01(c), such single sum amount shall
                   be due and payable as of the date determined pursuant to
                   Sec. 7.01.

             (b)   If a Participant elects payment of any amount in five (5)
                   or ten (10)  installments pursuant to Sec. 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 Sec. 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. Sec. 114, the Company shall modify the
                   installment method provided for in Secs. 7.02(b) and 7.04
                   to the extent required to satisfy the requirements of 
                   4 U.S.C. Sec. 114.

             (d)   Notwithstanding Secs. 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

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                   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  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 Sec. 7.04 
to the extent required by Sec. 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
                   Sec. 7.05.

             (b)   For purposes of this Sec. 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

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                   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 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 Sec. 7.05 shall be made
                   by an Administrative Committee appointed pursuant to 
                   Sec. 8.01(c).

             (e)   Notwithstanding any other provision of this Sec. 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 Sec. 7.06(b)) shall
                   occur, then, notwithstanding anything to the contrary
                   herein, the entire amount

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                   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.

             (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 Sec. 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 Sec. 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 Sec. 7.06(a).

             (e)   If by reason of this Sec. 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 Secs. 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 Sec. 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 Sec. 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

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                   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.

             (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 Sec. 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.

                                      13

 14

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.

                                      14

 15

             (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 or mailed to the claimant 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, and an explanation
                         of the Plan's claim review procedure as provided for
                         in Sec. 8.02(b)(iii), all written in a manner
                         calculated to be understood by the claimant.  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
                         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 issues and comments in writing.
                         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 in writing
                         and shall include specific reasons for the decision,
                         written in

                                      15

 16

                         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 Sec. 8.02.   All rules, decisions and determinations
                   of the Company under this Sec. 8.02 shall be uniformly and
                   consistently applied.  Any action or determination or
                   decision whatsoever taken or made by the Company under
                   this Sec. 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 Sec. 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.

             (e)   Notwithstanding the foregoing, upon a Change in Control as
                   defined in Sec. 7.06, Sec. 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.

                                      16

 17

      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.


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.

                                      17

 18

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 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 Sec. 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.

                                      18

 19


      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;

                   (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.

                                      19

 20

      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 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 21st day of December, 2000, effective as of 
the 1st day of January, 2001.

                                    ANHEUSER-BUSCH COMPANIES, INC.

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


                                      20

 21




                                ANHEUSER-BUSCH
                     EXECUTIVE DEFERRED COMPENSATION PLAN



                  Amended and Restated as of January 1, 2001



 22

                              TABLE OF CONTENTS
                              -----------------

Preamble                                                                   1
--------


      I.  DEFINITIONS                                                      1
          Base Salary                                                      1
          Bonus                                                            1
          Company                                                          1
          Effective Date                                                   1
          Eligible Compensation                                            1
          Eligible Employee                                                2
          Employee                                                         2
          Measurement Fund                                                 2
          Participant                                                      2
          Participating Employer                                           2
          Plan                                                             2
          Related Employer                                                 2
          Year                                                             2


     II.  ELIGIBILITY                                                      3


    III.  DEFERRAL ELECTIONS                                               3
          3.01.   Types of Election; Time of Election                      3
          3.02.   Special Rule for Non-deductible Amounts                  5
          3.03.   Termination of Deferrals on Termination of Employment    5
          3.04.   Miscellaneous Limitations on Deferral                    5


     IV.  ACCOUNTS                                                         5
          4.01.   Maintenance of Accounts                                  5
          4.02.   Crediting Deferral Amounts                               6
          4.03.   Crediting or Debiting Investment Returns                 6
          4.04.   Debiting Payments                                        6


      V.  HYPOTHETICAL INVESTMENTS                                         6
          5.01.   Election of Hypothetical Investments                     6
          5.02.   Crediting Returns                                        7
          5.03.   If Payment is Delayed                                    7
          5.04.   If Payment is Accelerated                                7

                                      i

 23

     VI.  FIXED INCOME FUND                                                7
          6.01.   Operation of the Fixed Income Fund                       7
          6.02.   Accrual of Interest on Installment Payments              8


    VII.  PAYMENTS TO PARTICIPANTS                                         9
          7.01.   Time Payment Begins                                      9
          7.02.   Form of Payment                                          9
          7.03.   Set Off and Withholding                                 10
          7.04.   Determination of Installment Amounts                    10
          7.05.   Acceleration of Payment for Unforeseeable Emergency     10
          7.06.   Change in Control                                       11
          7.07.   General Right to Accelerate Payment                     12
          7.08.   Payment After Death                                     12
          7.09.   All Payments to be Made by the Company                  13


   VIII.  ADMINISTRATION                                                  14
          8.01.   Administrative Duties of the Company                    14
          8.02.   Claims Procedures                                       14
          8.03.   Books and Records                                       16
          8.04.   Notices                                                 17


     IX.  AMENDMENT AND TERMINATION                                       17


      X.  PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY                  18
          10.01.  Adoption                                                18
          10.02.  Withdrawal                                              18
          10.03.  Succession                                              18


     XI.  MISCELLANEOUS                                                   18
          11.01.  Company's Obligations Unsecured                         18
          11.02.  No Alienation                                           18
          11.03.  No Waiver of Rights                                     18
          11.04.  Severability                                            19
          11.05.  Legal Expenses                                          19
          11.06.  Presumption of Competence                               19
          11.07.  Facility of Payment                                     19
          11.08.  No Guarantee of Employment or Compensation              19
          11.09.  Plan Provisions Binding                                 20
          11.10.  Rules of Interpretation                                 20
          11.11.  Missouri Law Controls                                   20
          11.12.  Counterparts                                            20

                                      ii

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                                     iii