Non-employee Director Elective Stock Acquisition Plan

ANHEUSER-BUSCH COMPANIES, INC.
NON-EMPLOYEE DIRECTOR ELECTIVE STOCK ACQUISITION PLAN
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(AMENDED AND RESTATED AS OF MARCH 1, 2000)


1. Definitions
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(a) "Advisory Director" - any person designated as an advisory member of the Board who is not an employee of the Company or of any Subsidiary.


(b) "Annual Meeting" - the Company's annual meeting of Stockholders in any year.


(c) "Board" - the Board of Directors of the Company.


(d) "Change of Control Date" - The date, if any, when an "Acceleration Date" occurs as defined in the Company's 1998 Incentive Stock Plan or an analogous change of control event occurs as defined in any successor to such plan.


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


(f) "Director Shares" - Shares granted pursuant to Section 6.


(g) "Issue Date" - (i) with respect to each person who continues to be a Non-Employee Director as of December 31 in any year, the "Issue Date" shall be the first business day of the following calendar year, and (ii) with respect to each person who is newly elected or appointed as a Non-Employee Director, the "Issue Date" in the calendar year of appointment shall be the first business day following the date of such election or appointment.


(h) "Non-Employee Director" - any duly elected or appointed member of the Board who is not an employee of the Company or of any Subsidiary and any Advisory Director.


(i) "Plan" - the Anheuser-Busch Companies, Inc. Non-Employee Director Elective Stock Acquisition Plan.


(j) "Retainer" - the annual retainer fee (exclusive of fees for attending meetings of the Board or committees thereof, fees for meetings dispensed with, committee chairmanship fees and any other fees as in effect from time to time) which becomes payable to a Non-Employee Director for the following calendar year.


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


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(l) "Share" - a share of the Company's Common Stock which was reacquired by the Company and is held in treasury.


(m) "Subsidiary" - an entity of which the Company (directly or through one or more Subsidiaries) is the beneficial owner of more than 50% of the entity's outstanding voting securities (measured on the basis of voting power).


2. Administration
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The Plan shall be administered by the Secretary who shall have the authority to construe and interpret the Plan, and to establish or adopt rules, regulations and forms relating to the administration of the Plan. The Secretary shall have no authority to add to, delete from or modify the terms of the Plan, as the Plan shall be nondiscretionary as to the eligibility of participants and the timing and amounts of the grants. Neither the Secretary nor any member of the Board shall be liable for any act or determination made in good faith.


3. Purpose
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The Plan is intended to assist in attracting, retaining and motivating Non-Employee Directors of outstanding ability and to promote identification of their interests with those of the stockholders of the Company.


4. Eligibility
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Subject to Section 12, all Non-Employee Directors shall be eligible.


5. Shares Subject to the Plan
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The maximum number of Shares that may be issued under the Plan is 50,000.


6. Director Shares
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(a) On or prior to the last day of the calendar year each year until no Shares remain available under the Plan, each person who is then a Non-Employee Director may make an election to receive up to 100% of his or her Retainer in Shares in lieu of cash. The election shall be in writing on a form prescribed by the Company, shall specify the percentage of the Retainer to be paid in Shares, and shall be irrevocable.


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Notwithstanding the foregoing, any Advisory Director whose term in such position is scheduled to expire at the next Annual Meeting may make the election under this Section 6(a) only with respect to the portion of the Retainer which is payable for the period e ...