Deferred Income Stock Purchase And Savings Plan

FIFTH AMENDMENT TO THE ANHEUSER-BUSCH
DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1996


Effective as of April 1, 1996, Anheuser-Busch Companies, Inc. (the "Company") amended and restated the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (the "Plan") and has subsequently amended the Plan four times. The Company reserved the right to further amend the Plan from time to time and hereby amends the Plan effective April 1, 1997, unless expressly noted otherwise, as follows:


1. Effective April 1, 1999, subsection (d) of Section 2.5 of the Plan is amended to read in its entirety as follows:


(d) Other Items Excluded from Base Pay For All
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Participants. Base Pay does not include any bonus, pay in lieu of
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vacation, service allowance, severance pay, premium pay for shift or
other specialized work, Company Matching, Supplemental, Incentive or
Transitional Contributions to this Plan, Company contributions to any
other pension, retirement, group insurance, health and welfare or
similar plan, cash payments pursuant to a plan designed to comply with
Section 125 of the Code, any other so-called "fringe benefits," any
income attributable to the award or exercise of a stock option or the
premature disposition of stock option stock, any other amount which does
not constitute "compensation" within the meaning of Section 415 of the
Code, any type of remuneration not otherwise described in this Section,
or any expense allowance or reimbursements of expenses paid on behalf of
a Participant (even if subsequently not allowed as such and treated as
additional compensation for federal income tax purposes). Base Pay does
not include any vacation pay which becomes payable on account of
termination of employment nor does it include payments for any unused
sick day, whether before or after termination of employment.


2. Section 2.25 of the Plan is amended to read in its entirety as follows:


2.25 "Highly Compensated Employee". (a) The term Highly
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Compensated Employee includes Highly Compensated Employees who are
active and certain former Highly Compensated Employees as described
in this Section.


(b) An active Highly Compensated Employee includes any
individual who performs service for any of the Employing Companies
during the determination year and who: (i) received compensation from
the Employing Companies in excess of $80,000 (as adjusted pursuant to
Section 415(d) of the Code) during the look-back year; or (ii) was a
5-percent owner, as defined in Section 24.1(f), at any time during the
look-back year or the determination year.


(c) For purposes of this Section, (i) the determination
year shall be the Plan Year; (ii) the look-back year shall be the
twelve-month period immediately


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preceding the determination year; and (iii) compensation shall mean
compensation as defined in Section 414(q)(4) of the Code and regulations
thereunder.


(d) A former Highly Compensated Employee includes any
individual who separated from service with an Employing Company (or was
deemed to have separated) prior to the determination year, performs no
service for an Employing Company during the determination year, and was
an active Highly Compensated Employee for either the separation year or
any determination year ending on or after the employee's 55th birthday.


(e) The determination of who is a Highly Compensated
Employee, including the determinations of any 5-percent owner and the
compensation that is considered, will be made in accordance with Section
414(q) of the Code and applicable Treasury Regulations.


3. Section 2.30 of the Plan is amended to read in its entirety as follows:


2.30 "Non-Highly Compensated Employee". An Employee who is not
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a Highly Compensated Employee.


4. Effective April 1, 1998, Section 2.43 of the Plan is amended to read in its entirety as follows:


2.43 "Taxable Compensation". The amount of compensation
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determined under the provisions of Section 414(s) of the Code and
regulations thereunder. In no event shall an Employee's Taxable
Compensation exceed the amount specified in Section 401(a)(17) of the
Code as adjusted for any applicable increases in the cost of living.


5. Effective April 1, 1999, Article II of the Plan is amended by adding to the end of such Article the following new Sections 2.47, 2.48, 2.49, 2.50, 2.51 and 2.52:


2.47. "ABI". Anheuser-Busch, Incorporated, a corporation
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organized and existing under the laws of the State of Missouri, and any
successor corporation which assumes this Plan and agrees to be bound by
the terms and provisions hereof as a Participating Employer.


2.48. "Incentive Contribution Base Pay". Subject to Section
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2.5(e), Base Pay as defined in Section 2.5(a), (c) and (d) plus Impact
Selling incentives paid by ABI.


2.49. "Incentive Contributions". The amounts contributed to this
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Plan by ABI pursuant to Section 6.1(f).


2.50. "Transitional Contributions". The amounts contributed to
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this Plan by ABI pursuant to Section 6.1(g).


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2.51. "Wholesale Employees". Employees paid on an hourly basis
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who are employed by ABI at a Wholesale Operation; provided, however,
that an Employee who is a Participant in the Retirement Plan for Certain
Hourly Employees of Anheuser-Busch, Incorporated, as defined therein,
shall not be a Wholesale Employee. Wholesale Employees who receive an
allocation of an Incentive Contribution shall be treated as Participants
in this Plan regardless of whether they have otherwise elected to
participate in this Plan. Wholesale Employees who do not receive an
allocation of any Incentive Contribution for any reason whatsoever shall
not be treated as Participants in this Plan unless they otherwise
participate.


2.52. "Wholesale Operation". A wholesale operation of ABI which
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has implemented an incentive program under which Incentive Contributions
are to be made to this Plan.


6. Effective October 13, 1996, Article IV of the Plan is amended by adding to the end of such Article the following new Section 4.4:


4.4. Matched Contributions for Periods of Military Service. Any
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Eligible Employee who is reemployed after a period of military service
while entitled to re-employment rights under Federal law shall be
permitted to make the matched Personal Contributions described in
Sections 4.1 and 4.2 with respect to the period of the Eligible
Employee's military service during the period which begins on the
Eligible Employee's date of reemployment with a Participating Employer
and ends upon the earlier of (i) the period equal to three times the
Eligible Employee's period of military service, and (ii) five years.
The maximum amount of matched Personal Contributions that the Eligible
Employee can make during this period shall be the maximum amount of
matched Personal Contributions that the Eligible Employee would have
been permitted to make to the Plan during the period of military service
if the Eligible Employee had continued to be employed by a Participating
Employer during such period and received Base Pay during such period
equal to the Base Pay the Eligible Employee would have received during
the period of military service had the Eligible Employee worked for a
Participating Employer during such period. If the Base Pay the Eligible
Employee would have received during the period was not reasonably
certain, the Eligible Employee's average Base Pay from the Employing
Companies during the 12-month period immediately preceding the period of
military service shall be deemed to be such Base Pay.


7. Effective January 1, 2000, subsection (b) of Section 5.5 of the Plan is amended to read in its entirety as follows:


(b) The term "Eligible Rollover Contribution" means any
part of a distribution which meets the requirements of Section 402(c)(4)
or Section 408(d)(3)(A)(ii) of the Code and which is transferred to this
Plan from the Retirement Plan for Certain Hourly Employees of the
Wholesale Operation Division of Anheuser-Busch, Incorporated by a
Wholesale Employee in an elective transfer, within the meaning


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of Treasury Regulations Section 1.411(d)-4, Q&A-3(b), as a result of the
termination of such plan.


8. Effective October 13, 1996, Article V of the Plan is amended by adding to the end of such Article the following new Section 5.6:


5.6. Unmatched Contributions for Periods of Military Service.
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Any Eligible Employee who is reemployed after a period of military
service while entitled to re-employment rights under Federal law shall
be permitted to make the unmatched Personal Contributions described in
Sections 5.2 and 5.3 with respect to the period of the Eligible
Employee's military service during the period which begins on the
Eligible Employee's date of reemployment with a Participating Employer
and ends upon the earlier of (i) the period equal to three times the
Eligible Employee's period of military service, and (ii) five years.
The maximum amount of unmatched Personal Contributions that the Eligible
Employee can make during this period shall be the maximum amount of
unmatched Personal Contributions that the Eligible Employee would have
been permitted to make to the Plan during the period of military service
if the Eligible Employee had continued to be employed by a Participating
Employer during such period and received Base Pay during such period
equal to the Base Pay the Eligible Employee would have received during
the period of military service had the Eligible Employee worked for a
Participating Employer during such period. If the Base Pay the Eligible
Employee would have received during the period was not reasonably
certain, the Eligible Employee's average Base Pay from the Employing
Companies during the 12 month period immediately preceding the period of
military service shall be deemed to be such Base Pay.


9. Effective April 1, 1999, Section 6.1 of the Plan is amended by adding to the end of such Section the following new subsections (f) and (g):


(f) In addition to any other contribution required under
this Section, except as otherwise provided in Section 6.4, ABI shall
also contribute for each Plan Year of its participation in this Plan an
Incentive Contribution on behalf of Wholesale Employees at each
Wholesale Operation, regardless of whether they are Participants or
Eligible Employees, who are Employees on the last day of the Company
Year ending in such Plan Year, or who ceased to be an Employee during
such Company Year because of death or total and presumably permanent
disability (as determined pursuant to Section 12.4) or after attainment
of age 60. The amount, if any, of the Incentive Contribution for each
Plan Year with respect to each Wholesale Operation shall be established
by ABI in its sole discretion.


(g) In addition to any other contribution required under
this Section, ABI shall also contribute for the Plan Year ending March
31, 2000 a Transitional Contribution on behalf of those Wholesale
Employees designated on Exhibit A. The amount of the Transitional
Contribution for each such Wholesale Employee shall be established by
ABI in its sole discretion.


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10. Effective April 1, 1999, Section 6.4 of the Plan is amended to read in its entirety as follows:


6.4. Payment and Payment Date. Each Participating Employer's
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Company Matching, Supplemental, Incentive, Transitional and any other
type of contribution for the Plan Year, to the extent actually required
to be contributed under Section 6.1, shall be delivered to the Trustee
as and when determined by the Committee but not later than 180 days
after the end of such Plan Year. Notwithstanding the foregoing, the
amount of any Incentive Contribution allocable to the Account of a
Wholesale Employee who is not an Eligible Employee at the time the
Incentive Contribution is delivered to the Trustee pursuant to this
Section 6.4 shall not be so delivered until such time, if any, as such
Wholesale Employee becomes an Eligible Employee. If a Wholesale
Employee ceases to be an Employee of any Employing Company prior to
becoming an Eligible Employee, the amount of any Incentive Contribution
otherwise allocable to such Wholesale Employee's Account shall not be
contributed to the Plan. Any delivery under this Section 6.4 shall be
either in cash or in Shares (from authorized but unissued Shares or out
of Shares held in the Company's treasury), or a combination of both, and
if delivered wholly or partially in Shares, such Shares shall be valued
at the Closing Price on the date of delivery or on the last business day
prior to the date of delivery as determined by the Committee on a
uniform and consistent basis.


11. Effective April 1, 1999, Section 6.5 of the Plan is amended by adding to the end of such Section the following new subsections (c) and (d):


(c) Incentive Contributions for each Wholesale Employee
described in Section 6.1(f) for a Plan Year shall be allocated in one of
the following ways depending on the incentive program then in effect at
the applicable Wholesale Operation: (i) in accordance with the ratio
that the Incentive Compensation Base Pay for such Company Year of each
such Wholesale Employee at the applicable Wholesale Operation bears to
the total Incentive Compensation Base Pay of all such Wholesale
Employees at the applicable Wholesale Operation; (ii) per capita; or
(iii) such other method published at the applicable Wholesale Operation.
Incentive Contributions shall be allocated to eligible Participant
Accounts when the contributions are delivered to the Trustee in
accordance with Section 6.4.


(d) The Transitional Contribution for each Wholesale
Employee designated on Exhibit A shall be allocated solely to the
Account of each such Wholesale Employee.


12. Effective October 13, 1996, Article VI of the Plan is amended by adding to the end of such Article the following new Section 6.6:


6.6 Company Contributions for Periods of Military Service.
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(a) If any Eligible Employee who is reemployed after a period of
military service while entitled to re-employment rights under Federal
law makes the Before-Tax Matched Contributions or After-Tax Matched
Contributions described in Sections 4.1 and 4.2 for that period, the


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Participating Employer shall make those Company Matching and
Supplemental Contributions on behalf of the Eligible Employee as would
have been made had the Eligible Employee's contributions actually been
made duri ...