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                              ANHEUSER-BUSCH
                   EXECUTIVE DEFERRED COMPENSATION PLAN



                         Effective January 1, 1994
<PAGE>
<PAGE>2
                              ANHEUSER-BUSCH 
                    EXECUTIVE DEFERRED COMPENSATION PLAN

                                 Preamble
                                 --------

Anheuser-Busch Companies, Inc. does hereby adopt the Anheuser-
Busch Executive Deferred Compensation Plan set forth herein for
the purpose of providing deferred compensation to a select group
of management and highly compensated employees, effective as of
January 1, 1994.

I.   DEFINITIONS

     Base Salary:  The substantially equal amounts owed by a
     -----------
Participating Employer to an Employee on a regular periodic basis
in exchange for services rendered during a Year, regardless of
when paid.

     Bonus:  Any amount awarded by a Participating Employer to an
     -----
Employee for a Year under a bonus plan, regardless of when
awarded or paid.  

     Company:  Anheuser-Busch Companies, Inc.
     -------

     Effective Date:  January 1, 1994.
     --------------

     Eligible Compensation:  As to any Year, a Participant's Base
     ---------------------
Salary and Bonus for such Year.  No payments under the Company's
Supplemental Life Insurance Program or any like program, taxable
or non-taxable fringe benefits, stock-related compensation,
international service premiums or other cash or in-kind
compensation shall be taken into account as Eligible
Compensation. 

     Eligible Employee:  With respect to any Year, an Employee
     -----------------
who satisfies the requirements for participation in the Plan for
the Year, as determined pursuant to Section II.

     Employee:  A salaried common-law employee of a Participating
     --------
Employer as determined from time to time.  In no event shall any
individual be classified as an Employee while he or she is in any
of the following categories:  

          (a)  Independent contractors, including non-employee
     directors of the Company and its subsidiaries.


          (b)  Leased employees.

          (c)  Non-resident aliens.

          (d)  Professional baseball players.

          (e)  Collective bargaining unit members.
<PAGE>
<PAGE>3     

     Participant:  With respect to any Year, an Eligible Employee
     -----------
who elects to defer a portion of his or her Eligible Compensation
for the Year or who so elected with respect to an earlier Year as
to which the entire amount deferred and all interest accrued
thereon have not been paid.  

     Participating Employer:  The Company and any other business
     ----------------------
entity in which the Company has an equity interest of at least 
fifty percent (50%), and which adopts this Plan, as determined
from time to time.

     Plan:  Anheuser-Busch Executive Deferred Compensation Plan,
     ----
the Plan set forth herein, as duly amended from time to time.

     Related Employer:  Each Participating Employer and each
     ----------------
other legal entity as to which the Company has at least fifty
percent (50%) of the voting power.
     
     Year:  Each calendar year commencing on or after January 1,
     ----
1994.

II.  ELIGIBILITY

     An Employee shall be an Eligible Employee for a Year only if
the sum of the Employee's annual rate of Base Salary as of
October 1 of the immediately preceding calendar year and the
Employee's Bonus for the second preceding calendar year exceeds
$250,000, as adjusted for each Year after 1994 in accordance with
the Company's budgeted internal merit increase factor for that
Year (hereinafter "$250,000 As Adjusted").

III. DEFERRAL ELECTIONS

     3.01.  Types of Election; Time of Election.  Each
     ----   -----------------------------------
Participant for a Year shall make the following irrevocable
elections in writing on a form provided by the Company and
delivered to the Company not later than the Company may direct,
but in any event before the first day of the Year.

          (a)  The portion of the Participant's Eligible
     Compensation for the Year that shall be deferred; however:

               (i)  The maximum portion of each installment of a
          Participant's Base Salary subject to deferral election
          hereunder shall be equal to a pro rata share of the
                                        --- ----
          portion of the Participant's Base Salary in excess of
          $250,000 As Adjusted.  If by reason of Section 3.04, an

                              -2-
<PAGE>
<PAGE>4

          installment is insufficient to support any deferral, no
          make-up deferral shall be made from any future Base
          Salary installment.
               
               (ii)  If a Participant's annual Base Salary rate
          is changed during a Year, the amounts deferred prior to
          the date of change shall not be changed, but the
          maximum portion of each installment that can be
          deferred after the change shall be adjusted as if the
          new annual Base Salary rate applied throughout the
          Year.

               (iii)  The maximum portion of a Participant's
          Bonus subject to deferral election hereunder shall be
          equal to the amount by which the Participant's Eligible
          Compensation exceeds the sum of the portion of the
          Participant's Base Salary deferred hereunder plus
          $250,000 As Adjusted.

               (iv)  If any portion of a Participant's total
          compensation from all Participating Employers for a
          Year would not be deductible for the Year by any
          Participating Employer under section 162(m) of the
          Internal Revenue Code, the Participant may elect to
          defer an indefinite amount equal to such non-deductible
          portion of the Participant's compensation, and the
          Company may adopt such special rules and procedures as
          it deems appropriate to carry out such election.

          (b)  The period of deferral for amounts deferred during
     the Year, which may be a definite period of five (5), ten
     (10), fifteen (15) or twenty (20) Years including the Year
     of deferral, or an indefinite period ending on termination
     of the Participant's employment with all Related Employers,
     subject to extension provided for in Sections 3.01(e) and 3.02 
     or acceleration as provided for in Sections 5.01(b), 5.05, 5.06 
     and 5.07.
          
          (c)  The interest rates to be applied to amounts 
     deferred during the Year and to any previously deferred
     amounts as to which a new election is required under Section 4.01.

          (d)  Whether  payment of amounts deferred for the Year
     and interest accrued thereon shall be made in a single sum
     or in five (5) installments, subject to acceleration as
     provided for in Sections 5.02(c), 5.05, 5.06 and 5.07.

          (e)  Whether payment of amounts deferred for the Year
     that become due on account of termination of the
     Participant's employment with all Related Employers shall

                              -3-
<PAGE>5

     begin as of the first day of the calendar month following
     the termination or the January 1 following the termination.

     3.02.  Special Rule for Non-deductible Amounts.  Any amount
     ----   ---------------------------------------
otherwise payable under the Plan in a 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 Year as the Company
determines that the amount has ceased to be non-deductible by any
Participating Employer under section 162(m) of the Internal
Revenue Code.  In the case of any inconsistency between this
Section 3.02 and any other provision of the Plan, this Section 3.02 
shall govern, except in the case of Section 5.06.

     3.03.  Termination of Deferrals on Termination of Employment.
     ----   -----------------------------------------------------
If a Participant's employment with all Participating Employers is 
terminated before the end of a Year as to which the Participant elected 
to defer a portion of Eligible Compensation under the Plan:

          (a)  Except for deferrals described in Section 3.01(a)(iv),
     all such deferrals shall cease upon such termination of
     employment, whether or not the Participant receives any
     amounts otherwise classified as Eligible Compensation after
     such termination, and

          (b)  No portion of the Participant's Eligible
     Compensation previously deferred during the Year shall be
     refunded to the Participant, even though the Participant's
     total Eligible Compensation for the Year may be less than
     $250,000 As Adjusted.

     3.04.   Miscellaneous Limitations on Deferral. 
     ----    -------------------------------------
Notwithstanding Section 3.01, a Participant's deferral election 
for a Year shall be of no force or effect to the extent that it
requires deferral of: (i) any amounts the Participant elects to
contribute under the Anheuser-Busch Deferred Income Stock
Purchase and Savings Plan on either a before-tax or after-tax
basis and the Anheuser-Busch 401(k) Restoration Plan; (ii) any
amounts the Participant elects or is required to contribute under
the Group Insurance Plan for Certain Employees of Anheuser-Busch
Companies, Inc., the Anheuser-Busch Dependent Care Assistance
Plan, the Anheuser-Busch Salaried Long-Term Disability Plan, or
any other welfare benefit plan maintained by any Participating
Employer; (iii) any payroll taxes, income taxes or any other
taxes required to be withheld from the Participant's compensation
which is subject to such taxes during the Year, including but not
limited to FICA taxes and federal, state and local income taxes
required to be withheld on the Participant's wages for the Year;
and (iv) any amounts payable to a court or other individual or
entity by court order.

                              -4-
<PAGE>
<PAGE>6

IV.  ACCRUAL OF INTEREST

     4.01.  Participant Elections.
     ----   ---------------------
          (a)  Before the beginning of each Year, the Company
     shall offer one or more combinations of interest rates
     (hereinafter "Rates") and time periods (hereinafter "Terms")
     which shall apply to amounts deferred for the Year and to
     all prior deferrals and interest accrued thereon as to which
     the previous Terms expired on December 31 of the prior Year.
     
          (b)  The Rates and Terms for each Year shall be
     determined by the Chief Financial Officer of the Company and
     shall correspond generally to the borrowing rates and terms
     that will be available to the Company for the Year on the
     basis of market rates in effect prior to announcement to
     Eligible Employees of the Rates and Terms for the Year. 

          (c)  All Terms shall commence on a January 1 and expire
     on a December 31.  For example, if before January 1, 1995, a
     Participant elects a combination of a 3-Year Term and a 3%
     Rate for the amounts deferred by the Participant for 1995,
     the 3% Rate shall apply to all amounts deferred for 1995
     from the date of deferral through December 31, 1997.

          (d)  The Terms elected by a Participant need not be
     limited to the deferral period for the amount subject to the
     Term elected.  For example, a Participant may elect a 10-
     Year Term for an amount the Participant has elected to be
     distributed after 5 Years.

          (e)  Each Participant shall elect the Rate/Term
     combinations which shall apply to amounts the Participant
     defers for the Year and to the Participant's prior deferrals
     an interest accrued thereon as to which the previous Terms
     expired on December 31 of the prior Year.

     4.02.  Accrual of Interest during Deferral Period.  Interest
     ----   ------------------------------------------
shall accrue on the amounts deferred by a Participant for each
Year in accordance with the Participant's elections from time to
time as provided for in Section 4.01 until payment becomes due with
respect to such amounts pursuant to Section V.

     4.03.  Accrual of Interest on Installment Payments.  If any
     ----   -------------------------------------------
amount is paid in installments pursuant to a Participant's
election in accordance with Section 3.01(d), interest shall accrue 
on any balance thereof remaining to be paid in installments from
time to time at the Rate in effect with respect to such amount on
the day prior to the due date of the first installment.  


                              -5-
<PAGE>
<PAGE>7

     4.04.  If Payment Is Delayed.
     ----   ---------------------

          (a)  In the event payment of an amount due a
     Participant occurs thirty (30) or fewer days after its due
     date, no interest shall accrue during the period between the
     due date and the date of payment.

          (b)  In the event payment of any amount due a
     Participant occurs more than thirty (30) days after its due
     date, interest shall accrue during the period between the
     due date and the date of payment at an annual rate equal to
     the prime rate published by The Boatmen's National Bank of
     St. Louis as of the due date.

     4.05.  If Payment Is Accelerated.  If payment of an amount
     ----   -------------------------
due a Participant is accelerated for any reason, no interest
shall accrue with respect to the accelerated amount after the
date scheduled for accelerated payment, notwithstanding that the
Participant previously elected a longer term or a later payment
date, except as provided for in Section 4.04(b).


V.  PAYMENTS TO PARTICIPANTS

     5.01.  Time Payment Begins.  
     ----   -------------------

          (a)  Subject to the remaining provisions of this
     Section V, payment of amounts deferred for a Year and
     interest accrued thereon shall begin as of January 1 of the
     Year following expiration of the deferral period the
     Participant elected therefor in accordance with Section 3.01(b).

          (b)  Notwithstanding Section 5.01(a), payment of a
     Participant's deferred amounts and interest thereon shall
     begin not later than the first day of the calendar month
     following termination of the Participant's employment with
     all Related Employers on account of retirement, death or any
     reason or the January 1 following the termination, as
     elected by the Participant pursuant to Section 3.01(e).

     5.02.  Form of Payment.
     ----   ---------------

          (a)  If a Participant elects payment of any amount in a
     single sum pursuant to Section 3.01(d), such single sum amount
     shall be due and payable as of the date determined pursuant
     to Section 5.01. 

          (b)  If a Participant elects payment of any amount in
     five (5) installments pursuant to Section 3.01(d), the initial
     installment shall be paid as of the first day of the
     calendar month following termination of the Participant's

                              -6-
<PAGE>
<PAGE>8

     employment with all Related Employers or as of the January 1
     following the termination, as elected by the Participant
     pursuant to Section 3.01(e), and the remaining four (4)
     installments shall be paid as of January 1 of the next four
     (4) calendar years.  
          
          (c)  Notwithstanding Section 5.02(b): (i) if a Participant's
     employment with all Related Employers terminates before age
     fifty-five (55) for any reason other than the Participant's
     death or disability, or (ii) if a Participant's termination
     of employment with all Related Employers occurs before the
     end of the Participant's first Year of deferral under the
     Plan, the Company may determine that payment of the entire
     amount then accrued for the benefit of the Participant under
     the Plan shall be paid in a single sum, notwithstanding any
     election by the Participant to the contrary.
     
     5.03.  Set Off and Withholding.  
     ----   -----------------------

          (a)  Any amount then due and payable by the Company to
     any Participant or the successor to any Participant under
     this Plan may be offset by any amounts owed to any Related
     Employer by the Participant and/or the successor 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. 
     
     5.04.  Determination of Installment Amounts.  If payment of
     ----   ------------------------------------
a deferred amount occurs in installments, the amount of each
installment shall be equal to the deferred amount and accrued
interest thereon remaining unpaid as of the December 31 preceding
payment, divided by the number of installments then remaining to
be paid.  For example, to determine the amount of the first
installment, divide the total amount of the deferral and accrued
interest as of the preceding December 31 by five (5); to
determine the amount of the second installment, divide the amount
of the deferral and accrued interest remaining to be paid as of
the preceding December 31 by four (4), and so on.

     5.05.  Acceleration of Payment for Unforeseeable Emergency. 
     ----   ---------------------------------------------------
          (a)  The Company may determine that payment of any
     portion of the amount then accrued for the benefit of a
     Participant or beneficiary under the Plan shall be


                              -7-
<PAGE>
<PAGE>9

     accelerated on application of the Participant or beneficiary
     on account of and subject to reasonable proof of
     unforeseeable emergency as provided for in this Section 5.05.  

          (b)  For purposes of this Section 5.05, an unforeseeable
     emergency is a severe financial hardship to the Participant
     or beneficiary resulting from a sudden and unexpected
     illness or accident of the Participant or beneficiary or of
     a dependent (as defined in section 152(a) of the Internal
     Revenue Code) of the Participant or beneficiary, loss of the
     Participant's or beneficiary's property due to casualty, or
     other similar extraordinary and unforeseeable circumstances
     arising as a result of events beyond the control of the
     Participant or beneficiary.  The circumstances that will
     constitute an unforeseeable emergency will depend upon the
     facts of each case, but, in any case, payment may not be
     made to the extent that such hardship is or may be 
     relieved--
     
               (i) Through reimbursement or compensation by
          insurance or otherwise,

               (ii) By liquidation of the Participant's or
          beneficiary's assets, to the extent the liquidation of
          such assets would not itself cause severe financial
          hardship, or

               (iii) By cessation of deferrals under this Plan or
          by cessation of elective deferrals if and when possible
          under any other deferred compensation plan for which
          the Participant or beneficiary is eligible; provided
          that a Participant shall not be permitted to cease
          deferrals under this plan as of any date other than a
          January 1.

     Examples of what are not considered to be unforeseeable
     emergencies include the need to send a Participant's or
     beneficiary's child to college or the desire to purchase a
     home.  

          (c)  Withdrawal of amounts because of an unforeseeable
     emergency shall be permitted only to the extent reasonably
     needed to satisfy the emergency need.  

          (d)  All determinations under this Section 5.05 shall be made
     by an Administrative Committee appointed pursuant to
     Section 6.01(c).

          (e)  Notwithstanding any other provision of this Section 5.05,
     authorization of distribution on account of hardship under
     the Anheuser-Busch Deferred Income Stock Purchase and

                              -8-

<PAGE>
<PAGE>10

     Savings Plan shall automatically terminate any deferral
     election of the Participant then in force with respect to
     Eligible Compensation and further deferrals under this Plan
     shall not be permitted for a period of twelve (12) months.

     5.06.  Change in Control.
     ----   -----------------

          (a)  If a Change in Control (as defined in Section 5.06(b))
     shall occur, then, notwithstanding anything to the contrary
     herein, the entire amount accrued on behalf of a Participant
     under the Plan as of the Change in Control Date shall be
     paid in a single sum within 30 days after the Change in
     Control Date.
          
          (b)  For purposes of this Plan, a "Change in Control"
     shall occur if: 

               (i)  Any Person (as defined herein) becomes the
          beneficial owner directly or indirectly (within the
          meaning of Rule 13d-3 under the Securities Exchange Act
          of 1934 as amended ("Act")) of more than 50% of the
          Company's then outstanding voting securities (measured
          on the basis of voting power);

               (ii) The shareholders of the Company approve a
          definitive agreement to merge or consolidate the
          Company with any other corporation, other than an
          agreement providing for (x) a merger or consolidation
          which would result in the voting securities of the
          Company outstanding immediately prior thereto
          continuing to represent (either by remaining
          outstanding or by being converted into voting
          securities of the surviving entity), in combination
          with the ownership of any trustee or other fiduciary
          holding securities under an employee benefit plan of
          the Company, at least 50% of the combined voting power
          of the voting securities of the Company or such
          surviving entity outstanding immediately after such
          merger or consolidation, or (y) a merger or
          consolidation effected to implement a recapitalization
          of the Company (or similar transaction) in which no
          Person acquires more than 50% of the combined voting
          power of the Company's then outstanding securities;

               (iii)  A change occurs in the composition of the
          Board of Directors of the Company during any period of
          twenty-four consecutive months such that individuals
          who at the beginning of such period were members of the
          Board of Directors cease for any reason to constitute
          at least a majority thereof, unless the election, or
          the nomination for election by the Company's


                              -9-
<PAGE>
<PAGE>11

          shareholders, of each new director was approved by a
          vote of at least two-thirds of the directors then still
          in office who either were directors at the beginning of
          the period or whose election or nomination for election
          was previously so approved; or

               (iv) The shareholders of the Company approve a
          plan of complete liquidation of the Company or an
          agreement for the sale or disposition by the Company of
          all or substantially all the Company's assets.  

     A Change in Control shall be deemed to have occurred on the
     date as of which any of the events described in clauses (i)
     through (iv) occur (such date being referred to as "Change
     in Control Date").  For purposes of this paragraph, "Person"
     shall have the meaning given in Section 3(a)(9) of the Act,
     as modified and used in Sections 13(d) and 14(d) thereof; 
     however, a Person shall not include (aa) the Company or any
     of its subsidiaries, (bb) a trustee or other fiduciary
     holding securities under an employee benefit plan of the
     Company or any of its subsidiaries, (cc) an underwriter
     temporarily holding securities pursuant to an offering of
     such securities, or (dd) a corporation owned, directly or
     indirectly, by the stockholders of the Company in
     substantially the same proportions as their ownership of
     Company stock.

          (c)  Following a Change in Control, the provisions of
     this Section 5.06 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 a
     Change in Control.

          (d)  Following a Change in Control, this Plan may
     continue in effect, notwithstanding that payment of benefits
     shall have been made under Section 5.06(a).   

          (e)  If by reason of this Section 5.06 an excise or other
     special tax ("Excise Tax") is imposed on any payment under
     the 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.
                                 
     5.07.  General Right to Accelerate Payment.  Notwithstanding
     ----   -----------------------------------
Sections 5.01 and 5.02, the Company by its proper officers in its sole
discretion may direct current payment of all amounts that all
Participants have elected to defer pursuant to Section 3.01 and all
interest then accrued thereon.
     
                              -10-
<PAGE>12

     5.08.  Payments After Death.
     ----   --------------------

          (a)  Except as otherwise provided in this Section 5.08, 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 5.08.  Each Participant
     shall specifically designate, by name, on forms provided by
     the Company, 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 Company.  The filing of a new form
     shall automatically revoke any forms previously filed with
     the Company.  A beneficiary designation form not properly
     filed with the Company prior to the death of the Participant
     shall have no validity under the Plan.

          (b)  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 Company.  

          (c)  If no beneficiary designation is on file with the
     Company 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 Company shall control and intervening changes in
     circumstances shall be ignored.  For example, if a
     Participant's spouse is designated as beneficiary but
     thereafter is divorced from the Participant, such
     designation shall remain valid unless and until the
     Participant files a later beneficiary designation form with
     the Company.

                              -11-

<PAGE>13

          (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 5.08.

          (f)  A Participant's election of payment in
     installments shall not be altered by reason of the
     Participant's death.

     5.09.  All Payments to be Made by the Company.  All payments
     ----   --------------------------------------
due any Participant or beneficiary under this Plan shall be the
sole responsibility of the Company.


VI.   ADMINISTRATION

     6.01.  Administrative Duties of the Company.
     ----   ------------------------------------

          (a)  The Company shall have sole responsibility for the
     administration of the Plan.

          (b)  The Company shall administer the Plan in
     accordance with its terms and shall have all powers
     necessary to carry out the provisions of the Plan.  The
     Company 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 Company deems proper.  Any
     interpretation or construction placed upon any term or
     provision of the Plan by the Company, any decisions and
     determinations of the Company 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
     Compensation 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 Company 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.  

          (c)  The Chief Financial Officer of the Company shall
     appoint one or more Employees to carry out the Company's
     duties hereunder.

                              -12-


<PAGE>
<PAGE>14

          (d)  The Company may employ accountants, counsel,
     specialists, and other persons necessary to help carry out
     its duties and responsibilities under the Plan.  The Company
     or any appointee shall be entitled to rely conclusively upon
     any opinions or reports which shall be furnished to it or
     him by such accountants, counsel, specialists, and other
     persons.

          (e)  No Employee shall participate in determining his
     or her own entitlement under the Plan.

     6.02.  Claims Procedures.
     ----   -----------------

          (a)  The Company  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 Company.

               (ii) Any decision by the Company denying a claim
          in whole or in part shall be stated in writing by the
          Company and delivered or mailed to the claimant within
          ninety (90) days after receipt of the claim by the
          Company 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
          Company 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 Company 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 as provided for in Section
          6.02(b)(iii), all written in a manner calculated to be
          understood by the claimant.  If the Company 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 or her duly authorized

                              -13-

<PAGE>
<PAGE>15

          representative may request a review by the Company of
          the decision upon written application to the Company
          within sixty (60) days after notification of the
          decision.  The claimant or his or her duly authorized
          representative may review pertinent documents and
          submit issues and comments in writing.  The Company
          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
          Company 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
          Company 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 Company may adopt such rules as it deems
     necessary, desirable, or appropriate to carry out its duties
     under this Section 6.02.   All rules, decisions and determinations
     of the Company under this Section 6.02 shall be uniformly and
     consistently applied.  Any action or determination or
     decision whatsoever taken or made by the Company under this
     Section 6.02 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.
          
          (d)  The procedure provided for in this Section 6.02 shall be
     the sole, exclusive and mandatory procedure for resolving
     any dispute under this Plan.

     6.03.  Books and Records.
     ----   -----------------

          (a)  The Company shall keep such books, records, and
     other data as it deems necessary for proper administration
     of the Plan, including but not limited to records of each
     Participant's Eligible Compensation, elections, deferred
     amounts, Rates and Terms, interest accrued, amounts payable
     to each Participant from time to time, and amounts paid to
     each Participant or beneficiary from time to time. 


                              -14-

<PAGE>16

          (b)  The records of the Company shall be conclusive on
     all persons unless proved incorrect to the satisfaction of
     the Company.

          (c)  The Company shall comply with all reporting and
     disclosure requirements of the law and shall maintain all
     records required by law.

     6.04.  Notices.
     ----   -------

          (a)  Any notice from the Company to any Participant
     shall be in writing and shall be given by delivery to the
     Participant, or by mailing to the last known residence
     address of the Participant.  Any notice from a Participant
     to the Company shall be in writing and shall be given by
     delivery to the Pension Department of the Company at the
     Company's headquarters, except as otherwise designated by
     the Company.  Notices shall be effective on the date of
     actual delivery.  

          (b)  Each Participant shall furnish all information,
     including post office address and each change of post office
     address, proofs, receipts and releases, as may be required
     by the Company.

          (c)  Any communication, statement or notice addressed
     to any individual at the last post office address filed with
     the Company shall be binding for all purposes of the Plan,
     and the Company shall not be obligated to search for or
     ascertain the whereabouts of any such individual.

          (d)  Except as provided in Section III, any notice
     required by the Plan may be waived by the Company or any
     Participant.


VII.   AMENDMENT AND TERMINATION

     The Chief Financial Officer of the Company shall have
authority to amend or terminate the Plan on behalf of the Company
in his sole discretion at any time, except as follows: 

          (a)  Amendments that provide for substantial increases
     in benefits shall require approval by the Compensation
     Committee of the Board of Directors of the Company.

          (b)  No amendment shall reduce the amount accrued for
     the benefit of a Participant immediately prior to the
     effective date of the amendment.

                              -15-
<PAGE>17

          (c)  No amendment shall reduce any Rate elected by a
     Participant before expiration of the Term provided therefor
     when the election was made unless the amount governed by the
     Rate and Term is distributed to the Participant in
     connection with termination of the Plan or otherwise
     pursuant to the Plan.

VIII.     PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY 

     8.01.  Adoption.  A Participating Employer other than the
     ----   --------
Company shall adopt this Plan by written instrument executed by
its proper officers, subject to the written approval of the
Company.  Adoption of the Plan by a Participating Employer shall
constitute automatic delegation of all rights and duties it might
otherwise reserve to itself under the Plan to the Company,
including full authority to amend or terminate the Plan.  

     8.02.  Withdrawal.  A Participating Employer shall
     ----   ----------
automatically withdraw from the Plan if and when the Company
ceases to have an equity interest of at least fifty percent (50%) 
without the execution of any other instrument.  A Participating
Employer may voluntarily withdraw from the Plan on not less than
thirty (30) days' written notice from its proper officers.  

     8.03.  Succession.  In the event of dissolution, merger,
     ----   ----------
consolidation, or spin-off involving a Participating Employer,
the entity surviving the transaction shall succeed to the rights
and duties of the affected Participating Employer without the
execution of any other instrument.

IX.   MISCELLANEOUS

     9.01.  Company's Obligations Unsecured.  It is the intention
     ----   -------------------------------
of the Company and all Participants that the Plan shall be
unfunded for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended from
time to time.  Amounts payable to Participants under this Plan
shall be paid solely from the general assets of the Company as
they come due from time to time.  No Participant and no successor
of any Participant shall have any property interest whatsoever in
any asset of the Company on account of participation in this
Plan.  Participants' rights under this Plan shall be no greater
than the right of an unsecured general creditor of the Company.  
Nothing in this Plan shall require the Company to invest any
amount in any asset or type of asset.
     
     9.02.  No Alienation.  Except as required by law, amounts
     ----   -------------
payable under this Plan shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,

                              -16-
<PAGE>
<PAGE>18

encumbrance, charge, garnishment, execution, or levy of any kind,
either voluntary or involuntary; any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of any right to payment hereunder shall be
void, and the Company shall not in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements or
torts of any Participant or other person.  

     9.03.  No Waiver of Rights.  Except as provided for in
     ----   -------------------
Section 6.02, no failure or delay by the Company or any Participant to
exercise any right, power or privilege hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.

     9.04.  Severability.  The invalidity of any particular
     ----   ------------
clause, provision or covenant herein shall not invalidate all or
any part of the remainder of this Plan, but such remainder shall
be and remain valid in all respects as fully as the law will
permit.

     9.05.  Legal Expenses.  In any proceeding to enforce rights
     ----   --------------
and obligations hereunder, 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.

     9.06.  Presumption of Competence.  Every person receiving or
     ----   -------------------------
claiming amounts payable under this Plan shall be conclusively
presumed to be mentally competent and of legal age unless and
until the Company receives proof satisfactory to the Company that
the 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.

     9.07.  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 Company in its sole discretion, payment thereof
shall be made in one (or any combination) of the following ways,
as the Company 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;

                              -17-
<PAGE>
<PAGE>19

     (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 Company shall not be required to see to the application of
any payment so made, and payment to the person determined by the
Company shall fully discharge the Company from any further
accountability or responsibility with respect to the amount so
paid.

     9.08.  No Guarantee of Employment or Compensation.  No
     ----   ------------------------------------------
provision of this Plan shall restrict any Related Employer from
discharging a Participant from employment or restrict any
Participant from resigning from employment with any Related
Employer.  No provision of this Plan shall restrict any Related
Employer from increasing or decreasing the compensation of any
Employee.

     9.09.  Plan Provisions Binding.  The provisions of the Plan
     ----   -----------------------
shall be binding upon the Company, all Participating Employers
and all persons entitled to benefits under the Plan and their
respective successors, heirs and legal representatives.

     9.10.  Rules of Interpretation.  Words of gender shall
     ----   -----------------------
include persons and entities of any gender, the plural shall
include the singular, and the singular shall include the plural. 
Captions are intended to assist in reference and shall not be
interpreted as part of the Plan.

     9.11.  Missouri Law Controls.  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 and in Courts situated in that State.

     9.12.  Counterparts.  This Plan may be executed in two or
     ----   ------------
more counterparts, any one of which shall constitute an original
without reference to the others.

     IN WITNESS WHEREOF, Anheuser-Busch Companies, Inc. executed
this Plan this 23rd day of November, 1993, effective as of the
1st day of January, 1994.       

                                ANHEUSER-BUSCH COMPANIES,INC.



                                By s/JERRY E. RITTER
                                  ------------------------------
                                  Jerry E. Ritter               
                                  Chief Financial Officer

WPPCGW/1025.nrl<PAGE>
<PAGE>20

                             TABLE OF CONTENTS
                             -----------------

Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1

I.   DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Base Salary . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Bonus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Eligible Compensation . . . . . . . . . . . . . . . . . . . . . . .  1
     Eligible Employee . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Employee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     Participating Employer. . . . . . . . . . . . . . . . . . . . . . .  2
     Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

II.  ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2

III. DEFERRAL ELECTIONS. . . . . . . . . . . . . . . . . . . . . . . . .  2
     3.01.  Types of Election; Time of Election. . . . . . . . . . . . .  2
     3.02.  Special Rule for Non-deductible Amounts. . . . . . . . . . .  4
     3.03.  Termination of Deferrals on Termination of
            Employment . . . . . . . . . . . . . . . . . . . . . . . . .  4
     3.04.  Miscellaneous Limitations on Deferral. . . . . . . . . . . .  4

IV.  ACCRUAL OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . .  5
     4.01.  Participant Elections. . . . . . . . . . . . . . . . . . . .  5
     4.02.  Accrual of Interest during Deferral Period . . . . . . . . .  5
     4.03.  Accrual of Interest on Installment Payments. . . . . . . . .  5
     4.04.  If Payment Is Delayed. . . . . . . . . . . . . . . . . . . .  6
     4.05.  If Payment Is Accelerated. . . . . . . . . . . . . . . . . .  6

V.   PAYMENTS TO PARTICIPANTS. . . . . . . . . . . . . . . . . . . . . .  6
     5.01.  Time Payment Begins. . . . . . . . . . . . . . . . . . . . .  6
     5.02.  Form of Payment. . . . . . . . . . . . . . . . . . . . . . .  6
     5.03.  Set Off and Withholding. . . . . . . . . . . . . . . . . . .  7
     5.04.  Determination of Installment Amounts . . . . . . . . . . . .  7
     5.05.  Acceleration of Payment for Unforeseeable
            Emergency. . . . . . . . . . . . . . . . . . . . . . . . . .  7
     5.06.  Change in Control. . . . . . . . . . . . . . . . . . . . . .  9
     5.07.  General Right to Accelerate Payment. . . . . . . . . . . . . 10
     5.08.  Payments After Death . . . . . . . . . . . . . . . . . . . . 11
     5.09.  All Payments to be Made by the Company . . . . . . . . . . . 12

VI.  ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     6.01.  Administrative Duties of the Company . . . . . . . . . . . . 12
     6.02.  Claims Procedures. . . . . . . . . . . . . . . . . . . . . . 13
     6.03.  Books and Records. . . . . . . . . . . . . . . . . . . . . . 14
     6.04.  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . 15

VII. AMENDMENT AND TERMINATION . . . . . . . . . . . . . . . . . . . . . 15

                              -i-
<PAGE>
<PAGE>21

VIII.PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY. . . . . . . . . . . 16
     8.01.  Adoption . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     8.02.  Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . 16
     8.03.  Succession . . . . . . . . . . . . . . . . . . . . . . . . . 16

IX.  MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     9.01.  Company's Obligations Unsecured. . . . . . . . . . . . . . . 16
     9.02.  No Alienation. . . . . . . . . . . . . . . . . . . . . . . . 16
     9.03.  No Waiver of Rights. . . . . . . . . . . . . . . . . . . . . 17
     9.04.  Severability . . . . . . . . . . . . . . . . . . . . . . . . 17
     9.05.  Legal Expenses . . . . . . . . . . . . . . . . . . . . . . . 17
     9.06.  Presumption of Competence. . . . . . . . . . . . . . . . . . 17
     9.07.  Facility of Payment. . . . . . . . . . . . . . . . . . . . . 17
     9.08.  No Guarantee of Employment or Compensation . . . . . . . . . 18
     9.09.  Plan Provisions Binding. . . . . . . . . . . . . . . . . . . 18
     9.10.  Rules of Interpretation. . . . . . . . . . . . . . . . . . . 18
     9.11.  Missouri Law Controls. . . . . . . . . . . . . . . . . . . . 18
     9.12.  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 18
































                              -ii-

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