Supplemental Executive Retirement Plan - Anheuser-Busch Companies Inc.


                         ANHEUSER-BUSCH COMPANIES, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                    Amended and Restated as of March 1, 2001


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                                TABLE OF CONTENTS

1.   Definitions                                                     1
2.   Participation                                                   3
3.   Benefit on or After Normal Retirement Date                      4
4.   Benefit on Early Retirement                                     5
5.   Pre-Retirement Death Benefit                                    5
6.   Disability Benefit                                              6
7.   Forfeiture for Activity Contrary to the Company's Best Interests6
8.   Payment Methods                                                 7
9.   Obligation to Pay Benefits Hereunder                            8
10.  Special Rule for Non-Deductible Amounts                         8
11.  Change in Control                                               8
12.  Concerning Payment; Beneficiaries                               9
13.  Payees Presumed Competent                                      10
14.  Facility of Payment                                            10
15.  Notice of Address; Lost Payees                                 11
16.  Participating Employer                                         11
17.  No Liability for Payee's Debts                                 11
18.  Administration                                                 12
19.  Negation of Employment Contract                                12
20.  Modification, Amendment, or Termination                        12
21.  Set Off and Withholding                                        13
22.  Claims Procedure                                               13
23.  Miscellaneous                                                  14



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                         ANHEUSER-BUSCH COMPANIES, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                    Amended and Restated as of March 1, 2001

    ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation, established this 
Supplemental Executive Retirement Plan, originally effective as of January 1, 
1984.  The Plan has been amended from time to time and the Company hereby 
amends and restates the Plan.  The provisions of this restated Plan shall 
apply to eligible employees whose termination of employment with the Company 
or any other Participating Employer occurs on or after March 1, 2001.  The 
Plan is intended to be a nonqualified, unfunded plan to provide supplemental 
retirement benefits to a select group of management and highly compensated 
employees, as described in Section 201(2) of the Employee Retirement Income 
Security Act of 1974 ("ERISA").

    1.   Definitions.  The capitalized terms used in this Plan shall have the 
         -----------
meanings herein set out:

         (a)   "Accrued Benefit" means at any given time the benefit 
calculated in accordance with the formula in Section 3, using the 
Participant's Eligible Earnings and Credited Service as of the date the 
calculation is being made.  The benefit so calculated shall be the benefit 
that would commence under the basic method of payment on the Participant's 
Normal Retirement Date.

         (b)   "Actuarial Equivalent" means a benefit or benefits, or a 
payment or payments, which are of equal value at the date of determination to 
the benefits for which they are to be substituted.  Equivalence of value is 
determined from actuarial calculations based on actuarial assumptions as to 
interest and mortality applied with respect to the particular form or forms 
of payment under the Basic Plan, disregarding the interest and mortality 
assumptions grandfathered as of December 31, 1999 with respect to single sum 
and installment payments. 

         (c)   "Basic Plan" means the Supplement for the Anheuser-Busch 
Salaried Employees Pension Plan maintained as part of the Anheuser-Busch 
Companies Pension Plan as now in effect or as hereafter amended.

         (d)   "Board" means the board of directors of the Company.

         (e)   "Committee" means the Committee designated to administer this 
Plan, as described in Section 18.

         (f)   "Company" means Anheuser-Busch Companies, Inc., a Delaware 
corporation, and any corporation(s) into which or with which it may be 
liquidated, merged or consolidated.

         (g)   "Credited Service"  Except as provided herein, a Participant's 
Credited Service under this Plan shall be the same as the Participant's 
Credited Service under the Basic Plan for all purposes. This generally means 
an individual's 



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years and completed months of salaried employment with a Participating 
Employer after attainment of age 21.   Credited Service shall not exceed 30 
years.  Additional Credited Service granted under the Change in Control 
provisions of the Anheuser-Busch Companies Pension Plan (Section 19.14) 
shall not be Credited Service under this Plan.

         (h)   "Eligible Earnings" means, for any calendar year, the sum of 
the employee's annual base salary as of January 1 of  such year plus the 
bonus earned during the prior calendar year.  For purposes of computing 
benefits under this Plan, the Eligible Earnings to be used shall be the 
highest of the Eligible Earnings in the calendar year of termination or any 
of the four preceding calendar years.  Eligible Earnings shall recognize any 
compensation deferred under the Executive Deferred Compensation Plan and 
treat such compensation as if it were not deferred.

         (i)   "Eligible Employee" means a salaried employee of a 
Participating Employer who is an active participant currently accruing 
benefits in the Basic Plan and who satisfies or in the past has satisfied one 
or more of the following requirements:
 
               i)    He or she is a member of the Company's Strategy 
Committee;

               ii)   He or she has a salary band of I or above, or the 
equivalent thereof as determined by the Committee, and has, for the current 
calendar year, Eligible Earnings of at least $140,000 (indexed as described 
below) or such other amount as the Committee shall determine from time to 
time; or

               iii)  He or she is an officer of the Company or Anheuser-
Busch, Inc., a Missouri corporation, excluding an assistant officer.

The $140,000 figure shall be indexed as of January 1 of each year commencing 
January 1, 1994, in accordance with the Company's overall combined merit 
budget increase applicable for such year.  (For 2001, the Eligible Earnings 
requirement is $178,853.)

         (j)   "Excess Benefit Plan" means the Anheuser-Busch Companies, Inc.
Excess Benefit Plan, Amended and Restated as of March 1, 2000, and as 
thereafter amended, or any other "excess plan" as described in Section 3(36) 
of ERISA, maintained by a Participating Employer and as in effect from time 
to time.

         (k)   "Normal Retirement Date" means the first day of the month 
coincident with or next following the date on which the Participant attains 
his or her sixty-fifth (65th) birthday.

         (l)   "Participant" means an Eligible Employee who is participating 
in this Plan in accordance with Section 2.

         (m)   "Participating Employer" means the Company and any other
member of the controlled group of corporations of which the Company is a 
member

                                     -2-


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which is a Participating Employer in the Basic Plan and which has adopted 
this Plan in the manner described in Section 16.

         (n)   "Plan" means this Anheuser-Busch Companies, Inc. Supplemental 
Executive Retirement Plan, Amended and Restated as of March 1, 2001, and as 
thereafter amended.

         (o)   "Primary Social Security Benefit" means, for retirements on or 
after the Normal Retirement Date, the estimated primary insurance amount that 
would commence immediately under the Federal Social Security Act in effect on 
the retirement date assuming that the Participant's earnings for Social 
Security purposes are equal to the benefit base as determined under Section 
230 of the Federal Social Security Act from the date the Participant attained 
age 21 until the Participant's retirement date.

    For purposes of determining the Accrued Benefit prior to a Participant's 
Normal Retirement Date, the Primary Social Security Benefit means:

               (i)   An amount determined as described above assuming that 
the Participant retires on his or her Normal Retirement Date and that the 
Social Security Act and benefit base remain unchanged in the future, 
multiplied by

               (ii)  The ratio of the Participant's Credited Service as of 
the date of determination to the lesser of thirty (30) years or the 
Participant's Credited Service had the Participant remained an active 
Participant until his or her Normal Retirement Date. 

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

Miscellaneous Rules of Construction.  Masculine pronouns include the 
-----------------------------------
feminine, the singular includes the plural, and the plural includes the 
singular, as the context or application demands.

    2.   Participation.  Each Eligible Employee shall commence participation 
         -------------
in this Plan as of the first day of the month coincident with or next 
following the date he or she first becomes an Eligible Employee.  An 
individual who is an Eligible Employee solely under subparagraph (ii) of 
Section 1(i) shall be deemed to have first satisfied the band and 
compensation requirements of such provision on January 1 of the first 
calendar year for which such requirements are satisfied. Except as provided 
in Section 16, once an individual becomes a Participant, he or she shall 
continue to participate until termination of employment with a Participating 
Employer even if such individual no longer satisfies the band and 
compensation requirements to remain an Eligible Employee.  Any Eligible 
Employee on October 1, 1993 who was not a Participant in this Plan prior to 
its restatement effective October 1, 1993 shall first participate as of 
October 1, 1993.


                                     -3-
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    3.   Benefit on or after Normal Retirement Date.  
         ------------------------------------------

         (a)   A Participant who ceases to be employed by all members of the 
Company's controlled group of corporations on or after his or her Normal 
Retirement Date shall receive a monthly benefit, payable under the basic 
method of payment described in Section 8, and commencing on the first day of 
the month coinciding with or immediately following his or her last date of 
employment, in an amount which is one-twelfth of the following:

               (i)   For Strategy Committee members, one and two-thirds 
percent of Eligible Earnings times Credited Service; for all other 
Participants, one and one-half percent of Eligible Earnings times Credited 
Service (provided that once a Participant becomes a Strategy Committee 
member, the Participant's benefit will be based on the higher formula for all 
Credited Service even if the Participant ceases to be a Strategy Committee 
member prior to retirement); less
                             ----

               (ii)   The Participant's annual retirement benefit payable at 
Normal Retirement Date (or, if applicable, postponed retirement date) under 
the Basic Plan, under the basic method of payment described in such plan; 
less also
---------

               (iii) Any other benefits from any excess benefit plan or other 
retirement plan or arrangement maintained or sponsored by the Company or any 
Subsidiary, other than a qualified or nonqualified 401(k) plan or a voluntary 
nonqualified deferred compensation plan.  The reduction under this paragraph 
shall be the annual benefit under such other plan or plans, payable at Normal 
Retirement Date (or, if applicable, postponed retirement date), expressed as 
if payable under the basic method of payment described in such plan; 
provided, however, that if such basic method is not a form of single life 
annuity, then expressed as if payable solely for the lifetime of the 
Participant on an Actuarial Equivalent basis; less also
                                              ---------

               (iv)  The Participant's annual Primary Social Security 
Benefit. 

         (b)   In no event shall a Participant's benefits calculated under 
3(a) be less than the difference between (i) the benefit actually payable 
under the Basic Plan, and (ii) the benefit that would have been payable under 
the Basic Plan without regard to the limitation imposed by Section 401(a)(17) 
of the Internal Revenue Code (both amounts to be determined under the basic 
method of payment).  This minimum benefit shall be separately calculated with 
respect to all Participants, including those whose benefits exceed this 
minimum, and shall be treated as a separate obligation payable from a 
separate plan solely for the purpose of determining which, if any, portion of 
a Participant's benefits is subject to income tax in the state where the 
Participant resided when the benefit was earned.

         (c)   A Participant's gross benefit calculated under 3(a)(i) hereof 
shall never be lower than the amount that would have been calculated under 
subparagraph (a)(i) if the Participant's retirement had occurred on any date 
after the Participant's attainment of age 55 and five years of Credited 
Service.  


                                     -4-


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         (d)   If a Participant retires after his or her Normal Retirement 
Date, the Participant's gross benefit calculated under 3(a)(i) shall not be 
less than the Actuarial Equivalent of the Participant's gross benefit under 
3(a)(i) calculated as of the date the Participant attained Normal Retirement 
Date.

    4.   Benefit on Early Retirement.  The following benefits are available 
         ---------------------------
for Participants who retire prior to Normal Retirement Date:

         (a)   A Participant who ceases to be employed by all members of the 
Company's controlled group of corporations prior to his or her Normal 
Retirement Date but after reaching age 62 and completing 30 years of Credited 
Service shall be entitled to receive a retirement benefit equal to his or her 
Accrued Benefit, but commencing on the first day of the month coinciding with 
or immediately following the Participant's last date of employment. 

         (b)   A Participant who ceases to be employed by all members of the 
Company's controlled group of corporations after reaching age 55 and who has 
at least five years of Credited Service but who is not eligible to receive a 
benefit under paragraph (a) above may, unless disapproved by the Company's 
Chief Executive Officer (or, in the case of the Chief Executive Officer, the 
Board of Directors), be granted a benefit equal to his or her Accrued Benefit 
reduced in accordance with the reduction applicable to the Participant's 
retirement benefits payable under the Basic Plan.  Such benefit shall 
commence as of the first day of the month coincident with or next following 
the Participant's last date of employment.

         (c)   There shall be no benefits payable from this Plan for a 
Participant who ceases employment prior to the attainment of age 55, except 
as provided in Sections 5, 6 and 11. 

    5.   Pre-Retirement Death Benefit.  
         ----------------------------

         (a)   If a Participant dies while employed by a Participating
Employer, and after otherwise satisfying the requirements of Sections 3, 4 or 
6 to receive a retirement benefit, a death benefit may be paid.  The death 
benefit, when combined with certain life insurance proceeds as described 
below, is intended to place the Participant in approximately the same 
position (after payment of income taxes) as he or she would have been in had 
the Participant retired on the date of the Participant's death.

         The amount of the death benefit, if any, payable from this Plan
shall be computed as follows:

               (i)   the After-Tax single lump sum Actuarial Equivalent of 
his or her Accrued Benefit under this Plan plus the After-Tax single lump sum 
value of any benefits that would have been payable under any Excess Benefit 
Plan if the Participant had retired (rather than died) on his or her date of 
death, minus
       -----


                                     -5-

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               (ii)  the single lump sum proceeds of any life insurance 
policy insuring the life of the Participant, whether group, individual, term, 
universal or any other type, available through the Company or any Subsidiary, 
regardless of whether the premiums therefor are paid by the Participant or 
the Company.  For purposes hereof, each Participant shall be deemed to have 
elected to participate in all such life insurance programs available through 
the Company or any Subsidiary, whether or not such Participant actually so 
participated on the date of his or her death.  Any insurance policy proceeds 
directly attributable to supplemental contributions made by the Participant 
with respect to any such policy shall not be taken into account for this 
purpose.

               (iii) The amount so obtained shall then be grossed up for 
income tax purposes by dividing such amount by one minus the tax rate 
determined under paragraph (b).

         (b)   For purposes of this Section 5, the term "After-Tax" shall
mean the amount remaining after subtraction of approximate federal, state and 
local income and employment taxes expected to be paid on the amount in 
question.  The Company's Tax Controller, or other officer with similar 
responsibilities, shall determine "After-Tax" amounts, in his or her 
discretion, using such presumed tax rates as the Tax Controller shall deem 
reasonable and appropriate under the circumstances of the individual 
involved.

         (c)   Any amount payable under this Section 5 shall be paid in a 
single lump sum to the Beneficiary determined in accordance with Section 12.

    6.   Disability Benefit.  A Participant whose employment terminates 
         ------------------
because of disability prior to becoming eligible for benefits under Section 3 
or 4 shall be entitled to the Actuarial Equivalent of his or her Accrued 
Benefit.  Disability shall be established, as determined by the Committee, if 
the Participant is unable for a period reasonably expected to exceed six 
months to perform the duties of the position held prior to the incident or 
the onset of the illness resulting in the disability.

    7.   Forfeiture for Activity Contrary to the Company's Best Interests.
         ----------------------------------------------------------------
         
         (a)   Notwithstanding any provision of this Plan to the contrary,
the right of a Participant and his or her beneficiary or beneficiaries to 
receive a benefit hereunder is expressly conditioned upon the Participant 
neither (i) having ceased to be employed by the Company or any Subsidiary 
under circumstances or conditions inimical or contrary to the best interests 
of the Company or any Subsidiary, nor (ii) thereafter engaging in any activity
which in the Committee's judgment is inimical or contrary to the best 
interests of the Company or any Subsidiary.

         (b)   Should a Participating Employer propose to enforce the 
foregoing, it shall give written notice to the Participant or other person(s) 
otherwise entitled to payment, and may withhold payment pending final 
resolution of the matter.  The Committee shall thereupon investigate the 
alleged violation and shall consider, under such rules of procedure as the 
Committee shall deem reasonable, such evidence and 



                                     -6-

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testimony as the Participating Employer and the Participant or other person 
or persons receiving or otherwise entitled to receive payment may wish to 
submit in support or refutation of the alleged violation.  The decision of 
the Committee shall be final and conclusive.  If the Committee concludes that 
there has been a violation, the right of the Participant and all 
beneficiaries to receive payment hereunder shall thereupon cease.  If the 
Committee concludes that there has not been a violation, the amounts withheld 
or suspended shall become payable as though no proceedings had been 
instituted nor any payment withheld or suspended, without, however, any 
interest for the period during which such amounts were withheld or suspended.

         (c)   The provisions of this Section authorizing the Participating 
Employer to give notice of an alleged violation or possible violation of the 
conditions of paragraph (a) shall not be interpreted as requiring the 
Participating Employer to take such action in each and every instance of a 
violation or suspected violation, and in determining whether an attempt to 
enforce the forfeiture provisions of this Section shall be made, the 
Participating Employer may consider the possible economic damage it might 
suffer from the violation or suspected violation, the circumstances 
surrounding the discontinuance of the employment of the Participant with the 
Participating Employer and the quantum of proof which the Participating 
Employer may have of a violation of the aforesaid conditions.

         (d)   The provisions of this Section shall in no way impair or 
derogate the rights which a Participating Employer may otherwise have under 
any employment contract with a Participant or at law or in equity, to prevent 
the disclosure of confidential information or to recover damages for the 
disclosure thereof or to prevent a Participant from engaging in competition 
with a Participating Employer or to recover damages therefor.

         (e)   The Board (or the Executive Committee at any time the Board of 
Directors is not in session) may revoke this Section at any time, whereupon 
no Accrued Benefit at that time shall ever be subject to forfeiture or 
revocation for any reason, including (but not limited to) any subsequent 
amendment to this Plan which reinstates the provisions of this Section or 
imposes similar conditions on a Participant's right to receive benefits 
hereunder.

         (f)   If the provisions of this Section are invoked at any time
after payments have already been made, the Participating Employer shall have 
the right to a refund of all monies theretofore paid.  If the Participating 
Employer shall find it necessary to file suit to recover any amount 
hereunder, it shall be entitled to recover its reasonable attorney's fees and 
costs.

    8.   Payment Methods.  The basic method of payment for Participants 
         ---------------
retiring on or after January 1, 1995 shall be monthly payments for life, 
beginning on the first day of the month coincident or next following the 
Participant's retirement date, with the last payment being for the month in 
which the Participant's death occurs, but with 120 monthly payments 
guaranteed.  Notwithstanding the foregoing, payment shall be made in a single 
lump sum unless the Participant gives written notice to the Committee, at 
least one year prior to the date of employment termination, that the



                                     -7-

 10

Participant elects to receive benefits under either the basic method of 
payment described above or one of the following optional methods which shall 
be the Actuarial Equivalent of the basic method of payment:

         (a)   A two-thirds joint and survivor annuity with such contingent 
annuitant as the Participant may designate.  If a Participant has selected 
this method of payment and the contingent annuitant dies before payments 
begin, the selection shall be revoked, but if the contingent annuitant dies 
after payments begin, the selection of this method of payment shall not be 
affected and no new contingent annuitant may be named; or

         (b)   Level installments payable annually over a five-year period. 

         (c)   Level installments payable annually over a ten-year period.

A Participant may elect an optional method of payment under this Plan which 
is different from the method of payment elected under either the Basic Plan 
or the Excess Benefit Plan.  

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

    10.  Special Rule for Non-Deductible Amounts. Any amount otherwise
         ---------------------------------------
payable under the Plan in a calendar year for which the Company determines 
that the amount would not be deductible by any Participating Employer under 
section 162(m) of the Internal Revenue Code, shall not be paid until such 
calendar year as the Company determines that the amount has ceased to be so 
non-deductible.  In the case of any inconsistency between this Section 10 and 
any other provision of the Plan, this Section 10 shall govern, except in the 
case of Section 11 becoming applicable.

    11.  Change in Control.
         -----------------
         
         (a)   If a Change in Control (as defined in Section 11(b)) shall 
occur, then, notwithstanding anything to the contrary herein, a Participant's 
Accrued Benefit under the Plan as of the Change in Control Date shall be 
fully vested and non-forfeitable.  Within 30 days after the Change in Control 
Date, the Participant shall be paid, in a single lump-sum payment, the 
Actuarial Equivalent of such Accrued 



                                     -8-

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Benefit as of the date of payment.  Notwithstanding the foregoing, if, on the 
Change in Control date, a Participant otherwise satisfied the eligibility 
requirements for early or normal retirement benefits under Sections 3 or 4, 
such Participant's benefit shall be paid as if he or she actually retired on 
the Change in Control Date.  The Chief Executive Officer shall be deemed to 
have granted any necessary approvals.

         (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 11 may be deleted or amended in any way pursuant 
to Section 20 at any time prior to a Change in Control.  Notwithstanding 
Section 20, following a Change in Control, the provisions of this Section 11 
cannot, after the Change in Control Date, be amended in any manner without 
the written consent of each individual who was a Participant immediately 
prior to the Change in Control.

         (d)   Following a Change in Control, this Plan shall continue in 
effect, notwithstanding that payment of benefits shall have been made under 
Section 11(a), unless and until terminated by the Company.

         (e)   If a Change in Control occurs, Section 7 shall no longer apply 
to any individual whose activities are not under investigation by the 
Committee on the Change in Control Date.

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

    12.  Concerning Payment; Beneficiaries. 
         ---------------------------------

         (a)   Except as otherwise provided in this Section, 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.  Each 
Participant shall specifically designate, by name, on forms provided by the 
Committee, 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 Committee.  The filing of a new form shall 
automatically revoke any forms previously filed with the Committee.  A 
beneficiary designation form not properly filed with the Committee prior to 
the death of the Participant shall have no validity under the Plan.

         (b)   Except as provided in Section 8, any such designation shall be 
contingent on the designated beneficiary surviving the Participant.  If a 
designated 



                                     -9-

 12

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

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

         (d)   In determining any question concerning a Participant's 
beneficiary, the latest designation filed with the Committee shall control 
and intervening changes in circumstances shall be ignored; provided, if a 
Participant's spouse is designated as beneficiary but thereafter is divorced 
from the Participant, such designation shall become invalid as of the date of 
divorce unless the Participant files a beneficiary designation form with the 
Committee 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 12.

    13.  Payees Presumed Competent.  Every person receiving or claiming 
         -------------------------
amounts payable under this Plan shall be conclusively presumed to be mentally 
competent and of legal age until the Committee receives a written notice, in 
form, manner and substance acceptable to it, that any such person is 
incompetent or is a minor or that a guardian or other person legally vested 
with the care of the person's  estate has been appointed.

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

               (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;



                                     -10-

 13

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

               (iv)  To some relative or friend of such minor or other person 
for the support, welfare or education of such minor or other person. 
    
The Committee shall not be required to see to the application of any payment 
so made, and payment to the person determined by the Committee shall fully 
discharge the Plan and the Participating Employer from any further 
accountability or responsibility with respect to the amount so paid.

    15.  Notice of Address; Lost Payees.  The address of every Participant or 
         ------------------------------
other person entitled to any payment hereunder on file for purposes of the 
Basic Plan shall be used for all purposes of this Plan.  If the Committee is 
unable to locate any person, or the estate of such person, after a reasonable 
attempt to locate such person has been made, within two years after an amount 
becomes payable hereunder, the right and interest of such payee in and to the 
amount payable shall terminate on the last day of such two-year period.

    16.  Participating Employer.  Any Participating Employer in the Basic
         ----------------------
Plan may become a Participating Employer in this Plan by submitting to the 
Committee a resolution of its board of directors adopting the provisions of 
this Plan.  The adoption of this Plan by a Participating Employer shall 
constitute an automatic delegation by it to the Board of full authority to 
amend or terminate the Plan and to the Committee to administer this Plan.  
Benefits payable under this Plan for a Participant whose employment 
terminates from a Participating Employer shall be solely the obligation of 
that Participating Employer.  A Participating Employer may withdraw from the 
Plan by action of its board of directors.  If such a withdrawal shall occur, 
no benefit shall be payable under this Plan to any Participant who has not 
otherwise satisfied the eligibility requirements of Sections 3, 4, 6 or 11, 
as of the date of withdrawal. Notwithstanding the foregoing, any benefits in 
pay status as of the date of withdrawal shall continue to be paid in full in 
accordance with the terms hereof.

    17.  No Liability for Payee's Debts.  Amounts payable under this Plan 
         ------------------------------
shall not be liable for or subject to the debts or liabilities of any payee, 
and no amount payable hereunder shall at any time or in any manner be subject 
to anticipation, alienation, sale, transfer, assignment, pledge or 
encumbrance of any kind, whether to any Participating Employer or to any 
other party whomsoever, and whether with or without consideration.  If any 
payee shall attempt to, or shall anticipate, alienate, sell, transfer, 
assign, pledge or otherwise encumber any amounts payable hereunder or any 
part thereof, or if by reason of bankruptcy or other event, such amounts 
would at any time be received or enjoyed by persons other than such payee, 
except as otherwise permitted by this Plan, the Committee in its sole 
discretion may terminate such person's interest in any such amounts and hold 
or apply such amounts to or for the use of such person, his or her spouse, 
children or other dependents, or any of them, as the Committee may determine.



                                     -11-

 14

    18.  Administration.  This Plan shall be administered by a Committee 
         --------------
composed of the Company's Chief Executive Officer, Chief Financial Officer 
and Corporate Secretary.  The Committee shall administer the Plan in 
accordance with its terms and shall have all powers necessary to carry out 
the provisions of the Plan.  The Committee shall interpret the Plan; shall 
determine all questions arising in the administration, interpretation, and 
application of the Plan; and shall construe any ambiguity, supply any 
omission, and reconcile any inconsistency in such manner and to such extent 
as the Committee deems proper in its discretion.  Any interpretation or 
construction placed upon any term or provision of the Plan by the Committee, 
any decisions and determinations of the Committee arising under the Plan, 
including without limiting the generality of the foregoing:  (i) the 
eligibility of any individual to become or remain a Participant and a 
Participant's status as such, and Eligible Earnings 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 Committee 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.

    19.  Negation of Employment Contract.  This Plan does not create an 
         -------------------------------
employment contract and nothing contained herein shall be deemed (a) to give 
a Participant the right to be retained in the employ of any Participating 
Employer; (b) to interfere with the right of any Participating Employer to 
discharge a Participant at any time with or without cause; (c) to give any 
Participating Employer the right to require a Participant to remain in its 
employ; or (d) to interfere with the right of a Participant to terminate 
employment voluntarily whenever the Participant chooses.

    20.  Modification, Amendment, or Termination.  Except as provided in 
         ---------------------------------------
Section 11, the Company has the absolute right to modify or amend this Plan 
in whole or in part, at any time and from time to time, effective as of any 
specified prior, current or future date.  Such amendment shall be made in 
accordance with applicable corporate procedures then in effect for similar 
matters.  The Company also reserves the right to terminate this Plan, in 
whole or in part, voluntarily as of any specified current or future date.  
This Plan shall be automatically terminated upon a termination of the Basic 
Plan, a dissolution of the Company (but not upon a merger, consolidation, 
reorganization or recapitalization of the Company unless the surviving 
corporation therein specifically terminates this Plan); upon the Company 
being legally adjudicated a bankrupt; upon the appointment of a receiver or 
trustee in bankruptcy with respect to the Company's assets and business if 
such appointment is not set aside within 90 days thereafter; or upon the 
making by the Company of an assignment for the benefit of creditors.  Upon 
termination of this Plan, no additional employee shall become eligible to 
participate herein, and no additional benefits shall be accrued hereunder.  
Notwithstanding the termination of this Plan, no Participant affected thereby 
shall be deprived of the right to receive his or her Accrued Benefit at the 
time and in the manner provided by this Plan.
 



                                     -12-
 15

    21.  Set Off and Withholding.  
         -----------------------

         (a)  Notwithstanding Section 17, any amount then due and payable by 
the Company or any Participating Employer to any Participant or the 
beneficiary of any Participant under this Plan may be offset by any amounts 
owed to the Company or any Subsidiary by the Participant and/or the 
beneficiary for any reason and in any capacity whatsoever, as the Company may 
determine in its sole and absolute discretion.

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

    22.  Claims Procedures.
         -----------------

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


         (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 Committee.

               (ii)  Any decision by the Committee denying a claim in whole 
or in part shall be stated in writing by the Committee and delivered or 
mailed to the claimant within ninety (90) days after receipt of the claim by 
the Committee 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 Committee 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 Committee 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, 
all written in a manner calculated to be understood by the claimant.  If the 
Committee 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 duly authorized representative may request a review by the Committee 
of the decision upon written application to the Committee within sixty (60) 
days after notification of the decision.  The claimant or his duly authorized 
representative may review pertinent 



                                     -13-

 16

documents and submit issues and comments in writing.  The Committee 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 Committee 
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 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 
Committee 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 Committee may adopt such rules as it deems necessary, 
desirable, or appropriate to carry out its duties under this Section 22.   
Any action or determination or decision whatsoever taken or made by the 
Committee under this Section 22 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 22 shall be the 
sole, exclusive and mandatory procedure for resolving any dispute under this 
Plan; provided, that if a Participant wishes to make a valid legal challenge 
to the Committee's determination and he has entered into an agreement with 
the Company to arbitrate disputes arising from his 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 Section 11, Section (d) above shall not apply.

         (f)   In any arbitration or litigation to enforce rights and 
obligations hereunder, except as required by law or separate contract between 
the parties, 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. 

    23.  Miscellaneous.
         -------------

         (a)   In any instance in which the Committee believes such action to 
be in the best interest of the party entitled to receive any payment under 
this Plan, or to be in the best interests of any Participating Employer (such 
as to eliminate small account balances or to avoid the administrative 
inconvenience and expense which might be incurred if relatively small amounts 
were to be paid to multiple recipients over lengthy periods of time), amounts 
payable hereunder may be paid in a single lump-sum 



                                     -14-

 17

payment, the amount of which shall be the Actuarial Equivalent of the payment 
in question.

         (b)   In the event of the death of a Participant or any beneficiary, 
the Committee need not make any payment provided for by this Plan until it 
shall have received proof satisfactory to it of such death and of the 
identity, existence and location of the party thereafter entitled to receive 
payments under this Plan.

         (c)   In making any payment or taking any action under this Plan,
the Participating Employers and the Committee shall be absolutely protected in 
relying upon any finding or statement of facts believed to be true, and on 
any written instrument believed to have been signed by the proper party.

         (d)   Subject to the applicable provisions of the Employee
Retirement Income Security Act of 1974 which provide to the contrary, this 
Plan shall be administered, construed, and enforced according to the laws of 
the State of Missouri (other than choice of law), and in courts situated in 
that state.

    IN WITNESS WHEREOF, ANHEUSER-BUSCH COMPANIES, INC. has caused this 
Amended and Restated Plan to be executed by its officers thereunto duly 
authorized, this 15th day of March, 2001, effective as of March 1, 2001.


                                    ANHEUSER-BUSCH COMPANIES, INC.


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



                                     -15-