Excess Benefit Plan

ANHEUSER-BUSCH COMPANIES, INC. EXCESS BENEFIT PLAN
AMENDED AND RESTATED AS OF MARCH 1, 2000


Anheuser-Busch Companies, Inc., a Delaware corporation (the "Company"), established this Excess Benefit Plan, originally effective as of January 1, 1984, to provide supplemental retirement benefits to certain employees whose retirement benefits may be adversely affected by the limitations of Section 415 of the Internal Revenue Code. This Plan is intended to be an "excess benefit plan" as defined in Section 3(36) of the Employee Retirement Income Security Act of 1974. The Plan has been amended and restated from time to time. The Company hereby amends and restates the Plan as of March 1, 2000. The provisions of this restated Plan shall apply to all eligible individuals whose termination of employment occurs on or after March 1, 2000.


1. Definitions Applicable to this Excess Benefit Plan. All capitalized
--------------------------------------------------- terms used in this Plan shall have the meanings herein set out:


(a) "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 applicable with respect to the particular form or forms of payment under the Basic Plan, disregarding interest and mortality assumptions grandfathered as of December 31, 1999 with respect to single sum and installment payments.


(b) "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.


(c) "Committee" means the same group of persons appointed to administer the Basic Plan.


(d) "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.


(e) "Participant" means an individual who is eligible to participate in this Plan as described in Section 2.


(f) "Participating Employer" as used in this Plan means a Participating Employer in the Basic Plan which has adopted this Plan.


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(g) "Plan" means this Anheuser-Busch Companies, Inc. Excess Benefit Plan Amended and Restated as of March 1, 2000 as thereafter amended from time to time.


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


2. Eligibility to Participate. Any individual whose retirement benefit
--------------------------- under the Basic Plan will be limited by the provisions of Section 415 of the Internal Revenue Code, or any regulations issued thereunder, shall be a Participant in this Plan.


3. Benefits Under this Plan. The Retirement Benefit payable by a
------------------------- Participating Employer under this Plan shall be equal to the Actuarial Equivalent of:


(a) The retirement benefit a Participant would be entitled to receive under the Basic Plan, under the actual method of payment elected under such plan, if Section 415 were inapplicable, less


(b) The retirement benefit actually payable to the Participant under the Basic Plan.


No Participant shall be vested in benefits under this Plan until the Participant has (a) terminated employment, (b) attained age 55 or been determined to be totally and permanently disabled under the Basic Plan, (c) vested in his benefit under the Basic Plan, and (d) satisfied all other requirements of this Plan for commencement of benefits.


4. 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 4 and any other provision of the Plan, this Section 4 shall govern, unless Section 20 applies.


5. Pre-Retirement Death Benefits. There will be no pre-retirement death
------------------------------ benefit under this Plan.


6. Payment Method. The retirement benefit determined under Section 3
--------------- shall be payable under the basic method of payment under the Basic Plan. However,


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a Participant may elect, subject to approval of the Committee, to have his retirement benefit hereunder paid under one or more of the optional methods of payment set forth in the Basic Plan. All optional methods of payment shall be the Actuarial Equivalent of the amount determined under Section 3. A Participant may elect an optional method of payment under this Plan which is different from the method of payment elected under the Basic Plan. Notwithstanding the foregoing, effective for any Participant whose employment terminates on or after January 1, 1995, payment shall be made in the form of a single lump sum unless the Participant shall elect, on forms provided by the Committee, at least one calendar year prior to termination of employment, to receive payment under the basic method or some other available method. Except as otherwise specifically provided in this Plan, retirement benefits hereunder shall commence as of the same date benefits commence under the Basic Plan.


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


8. Concerning Payment.
-------------------
(a) Except as otherwise provided in this Section 8, 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 8. Each Participant shall specifically designate, by name, on forms provided by the Committee, the beneficiary(ies) to whom any such amounts shall be paid. Except as provided in paragraph (c), 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.


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(b) Except as provided in paragraph (c), 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 Committee.


(c) If a Participant has selected a joint and survivor annuity 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.


(d) 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.


(e) 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 effective as of the date of divorce unless the Participant files a beneficiary designation form with the Committee after the date of divorce confirming the former spouse as the Participant's beneficiary.


(f) 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 de ...