First Amend To Excess Benefit Plan

Inc., a Delaware corporation (the "Company") established the


Anheuser-Busch Companies, Inc. Excess Benefit Plan (the "Plan") to


provide supplemental retirement benefits to Participants in the


Anheuser-Busch Salaried Employees' Pension Plan. Pursuant to


Section 14 of the Plan and authority granted by the Board, the Plan


is hereby amended, effective January l, 1986, as follows:


1. The Plan is hereby amended by adding a new Section 19 at


the end thereof, to read as follows:


"19. Change in Control.
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If a Change in Control (as defined herein) shall
occur, then, notwithstanding anything to the contrary herein,
the Participant's accrued benefit under the Plan to the date
of such Change in Control shall be fully vested and
nonforfeitable. At any time prior to the occurrence of a
Change in Control, a Participant may request, by completing an
application form provided to such Participant by the Pension
Committee administering the Plan, that payment of the present
value of such accrued benefit shall be ...