ANHEUSER BUSCH COMPANIES INC
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>8
<FILENAME>exh10p8.txt
<DESCRIPTION>SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
<TEXT>
<PAGE>

                                                                Exhibit 10.8


                       ANHEUSER-BUSCH COMPANIES, INC.
                   SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                  AMENDED AND RESTATED AS OF MARCH 1, 2003


        ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation, established
this Supplemental Executive Retirement Plan, originally effective as of
January 1, 1984. The Plan has been amended from time to time and the Company
hereby amends and restates the Plan. The provisions of this restated Plan
shall apply to eligible employees whose termination of employment with the
Company or any other Participating Employer occurs on or after March 1,
2003. The Plan is intended to be a non-qualified, unfunded plan to provide
supplemental retirement benefits to a select group of management and highly
compensated employees, as described in Section 201(2) of the Employee
Retirement Income Security Act of 1974 ("ERISA").

        1.      Definitions. The capitalized terms used in this Plan shall
                -----------
have the meanings herein set out:

                (a) "Accrued Benefit" means at any given time the benefit
calculated in accordance with the formula in Section 3, using the
Participant's Eligible Earnings and Credited Service as of the date the
calculation is being made. The benefit so calculated shall be the benefit
that would commence under the basic method of payment on the Participant's
Normal Retirement Date.

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

                (c) "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.

                (d) "Board" means the board of directors of the Company.

                (e) "Committee" means the Committee designated to administer
this Plan, as described in Section 18.

                (f) "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.

                (g) "Credited Service" Except as provided herein, a
Participant's Credited Service under this Plan should be the same as the
Participant's Credited Service under the Basic Plan for all purposes. This
generally means an individual's


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years and completed months of salaried employment with a Participating
Employer after attainment of age 21. Credited Service shall not exceed 30
years. Additional Credited Service granted under the Change in Control
provisions of the Anheuser-Busch Companies Pension Plan (Section 19.14)
shall not be Credited Service under this Plan.

                (h) "Eligible Earnings" means, for any calendar year, the
sum of the employee's annual base salary as of January 1 of such year plus
the bonus earned during the prior calendar year. For purposes of computing
benefits under this Plan, the Eligible Earnings to be used shall be the
highest of the Eligible Earnings in the calendar year of termination or any
of the four preceding calendar years. Eligible Earnings shall recognize any
compensation deferred under the Executive Deferred Compensation Plan and
treat such compensation as if it were not deferred.

                (i) "Eligible Employee" means a salaried employee of a
Participating Employer who is an active participant currently accruing
benefits in the Basic Plan and who satisfies or in the past has satisfied
one or more of the following requirements:

                         i)   He or she is a member of the Company's Strategy
Committee;

                         ii)  He or she has a salary band of I or above, or
the equivalent thereof as determined by the Committee, and has, for the
current calendar year, Eligible Earnings of at least $140,000 (indexed as
described below) or such other amount as the Committee shall determine from
time to time; or

                         iii) He or she is an officer of the Company or
Anheuser-Busch, Inc., a Missouri corporation, excluding an assistant
officer.

The $140,000 figure shall be indexed as of January 1 of each year commencing
January 1, 1994, in accordance with the Company's overall combined merit
budget increase applicable for such year. (For 2001, the Eligible Earnings
requirement is $178,853.)

                (j) "Excess Benefit Plan" means the Anheuser-Busch
Companies, Inc. Excess Benefit Plan, Amended and Restated as of March 1,
2000, and as thereafter amended, or any other "excess plan" as described in
Section 3(36) of ERISA, maintained by a Participating Employer and as in
effect from time to time.

                (k) "Normal Retirement Date" means the first day of the
month coincident with or next following the date on which the Participant
attains his or her sixty-fifth (65th) birthday.

                (l) "Participant" means an Eligible Employee who is
participating in this Plan in accordance with Section 2.

                (m) "Participating Employer" means the Company and any other
member of the controlled group of corporations of which the Company is a
member


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which is a Participating Employer in the Basic Plan and which has adopted
this Plan in the manner described in Section 16.

                (n) "Plan" means this Anheuser-Busch Companies, Inc.
Supplemental Executive Retirement Plan, Amended and Restated as of March 1,
2003, and as thereafter amended.

                (o) "Primary Social Security Benefit" means, for retirements
on or after the Normal Retirement Date, the estimated primary insurance
amount that would commence immediately under the Federal Social Security Act
in effect on the retirement date assuming that the Participant's earnings
for Social Security purposes are equal to the benefit base as determined
under Section 230 of the Federal Social Security Act from the date the
Participant attained age 21 until the Participant's retirement date.

        For purposes of determining the Accrued Benefit prior to a
Participant's Normal Retirement Date, the Primary Social Security Benefit
means:

                         (i)  An amount determined as described above
assuming that the Participant retires on his or her Normal Retirement Date
and that the Social Security Act and benefit base remain unchanged in the
future, multiplied by

                         (ii) The ratio of the Participant's Credited
Service as of the date of determination to the lesser of thirty (30) years
or the Participant's Credited Service had the Participant remained an active
Participant until his or her Normal Retirement Date.

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

Miscellaneous Rules of Construction. Masculine pronouns include the
-----------------------------------
feminine, the singular includes the plural, and the plural includes the
singular, as the context or application demands.

        2.      Participation. Each Eligible Employee shall commence
                -------------
participation in this Plan as of the first day of the month coincident with
or next following the date he or she first becomes an Eligible Employee. An
individual who is an Eligible Employee solely under subparagraph (ii) of
Section 1(i) shall be deemed to have first satisfied the band and
compensation requirements of such provision on January 1 of the first
calendar year for which such requirements are satisfied. Except as provided
in Section 16, once an individual becomes a Participant, he or she shall
continue to participate until termination of employment with a Participating
Employer even if such individual no longer satisfies the band and
compensation requirements to remain an Eligible Employee. Any Eligible
Employee on October 1, 1993 who was not a Participant in this Plan prior to
its restatement effective October 1, 1993 shall first participate as of
October 1, 1993.


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        3.      Benefit on or after Normal Retirement Date.
                ------------------------------------------

                (a) A Participant who ceases to be employed by all members
of the Company's controlled group of corporations on or after his or her
Normal Retirement Date shall receive a monthly benefit, payable under the
basic method of payment described in Section 8, and commencing on the first
day of the month coinciding with or immediately following his or her last
date of employment, in an amount which is one-twelfth of the following:

                         (i)   For Strategy Committee members, one and
two-thirds percent of Eligible Earnings times Credited Service; for all
other Participants, one and one-half percent of Eligible Earnings times
Credited Service (provided that once a Participant becomes a Strategy
Committee member, the Participant's benefit will be based on the higher
formula for all Credited Service even if the Participant ceases to be a
Strategy Committee member prior to retirement); less
                                                ----

                         (ii)  The Participant's annual retirement benefit
payable at Normal Retirement Date (or, if applicable, postponed retirement
date) under the Basic Plan, under the basic method of payment described in
such plan; less also
           ---------

                         (iii) Any other benefits from any excess benefit
plan or other retirement plan or arrangement maintained or sponsored by the
Company or any Subsidiary, other than a qualified or nonqualified 401(k)
plan or a voluntary nonqualified deferred compensation plan. The reduction
under this paragraph shall be the annual benefit under such other plan or
plans, payable at Normal Retirement Date (or, if applicable, postponed
retirement date), expressed as if payable under the basic method of payment
described in such plan; provided, however, that if such basic method is not
a form of single life annuity, then expressed as if payable solely for the
lifetime of the Participant on an Actuarial Equivalent basis; less also
                                                              ---------

                         (iv)  The Participant's annual Primary Social
Security Benefit.

                (b) In no event shall a Participant's benefits calculated
under 3(a) be less than the difference between (i) the benefit actually
payable under the Basic Plan, and (ii) the benefit that would have been
payable under the Basic Plan without regard to the limitation imposed by
Section 401(a)(17) of the Internal Revenue Code (both amounts to be
determined under the basic method of payment). This minimum benefit shall be
separately calculated with respect to all Participants, including those
whose benefits exceed this minimum, and shall be treated as a separate
obligation payable from a separate plan solely for the purpose of
determining which, if any, portion of a Participant's benefits is subject to
income tax in the state where the Participant resided when the benefit was
earned.

                (c) A Participant's gross benefit calculated under 3(a)(i)
hereof shall never be lower than the amount that would have been calculated
under subparagraph (a)(i) if the Participant's retirement had occurred on
any date after the Participant's attainment of age 55 and five years of
Credited Service.


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                (d) If a Participant retires after his or her Normal
Retirement Date, the Participant's gross benefit calculated under 3(a)(i)
shall not be less than the Actuarial Equivalent of the Participant's gross
benefit under 3(a)(i) calculated as of the date the Participant attained
Normal Retirement Date.

        4.      Benefit on Early Retirement. The following benefits are
                ---------------------------
available for Participants who retire prior to Normal Retirement Date:

                (a) A Participant who ceases to be employed by all members
of the Company's controlled group of corporations prior to his or her Normal
Retirement Date but after reaching age 62 and completing 30 years of
Credited Service shall be entitled to receive a retirement benefit equal to
his or her Accrued Benefit, but commencing on the first day of the month
coinciding with or immediately following the Participant's last date of
employment.

                (b) A Participant who ceases to be employed by all members
of the Company's controlled group of corporations after reaching age 55 and
who has at least five years of Credited Service but who is not eligible to
receive a benefit under paragraph (a) above may, unless disapproved by the
Company's Chief Executive Officer (or, in the case of the Chief Executive
Officer, the Board of Directors), be granted a benefit equal to his or her
Accrued Benefit reduced in accordance with the reduction applicable to the
Participant's retirement benefits payable under the Basic Plan. Such benefit
shall commence as of the first day of the month coincident with or next
following the Participant's last date of employment.

                (c) There shall be no benefits payable from this Plan for a
Participant who ceases employment prior to the attainment of age 55, except
as provided in Sections 5, 6 and 11.

        5.      Pre-Retirement Death Benefit.
                ----------------------------

                (a) If a Participant dies while employed by a Participating
        Employer and after otherwise satisfying the requirements of Section
        3, 4 or 6 to receive a retirement benefit, a death benefit may be
        paid.

                (b) The amount of the death benefit, if any, payable from
        this Plan shall be the single lump sum Actuarial Equivalent of the
        Participant's retirement benefit determined under Section 3, 4 or 6,
        whichever applies, as of the date of the Participant's death.

                (c) Any amount payable under this Section 5 shall be paid in
        a single lump sum to the Beneficiary determined in accordance with
        Section 12.

        6.      Disability Benefit. A Participant whose employment terminates
                ------------------
because of disability prior to becoming eligible for benefits under Section
3 or 4 shall be entitled to the Actuarial Equivalent of his or her Accrued
Benefit. Disability shall be established, as determined by the Committee, if
the Participant is unable for a period reasonably


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expected to exceed six months to perform the duties of the position held
prior to the incident or the onset of the illness resulting in the
disability.

        7.      Forfeiture for Activity Contrary to the Company's Best
                ------------------------------------------------------
Interests.
---------

                (a) Notwithstanding any provision of this Plan to the
contrary, the right of a Participant and his or her beneficiary or
beneficiaries to receive a benefit hereunder is expressly conditioned upon
the Participant neither (i) having ceased to be employed by the Company or
any Subsidiary under circumstances or conditions inimical or contrary to the
best interests of the Company or any Subsidiary, nor (ii) thereafter
engaging in any activity which in the Committee's judgment is inimical or
contrary to the best interests of the Company or any Subsidiary.

                (b) Should a Participating Employer propose to enforce the
foregoing, it shall give written notice to the Participant or other
person(s) otherwise entitled to payment, and may withhold payment pending
final resolution of the matter. The Committee shall thereupon investigate
the alleged violation and shall consider, under such rules of procedure as
the Committee shall deem reasonable, such evidence and testimony as the
Participating Employer and the Participant or other person or persons
receiving or otherwise entitled to receive payment may wish to submit in
support or refutation of the alleged violation. The decision of the
Committee shall be final and conclusive. If the Committee concludes that
there has been a violation, the right of the Participant and all
beneficiaries to receive payment hereunder shall thereupon cease. If the
Committee concludes that there has not been a violation, the amounts
withheld or suspended shall become payable as though no proceedings had been
instituted nor any payment withheld or suspended, without, however, any
interest for the period during which such amounts were withheld or
suspended.

                (c) The provisions of this Section authorizing the
Participating Employer to give notice of an alleged violation or possible
violation of the conditions of paragraph (a) shall not be interpreted as
requiring the Participating Employer to take such action in each and every
instance of a violation or suspected violation, and in determining whether
an attempt to enforce the forfeiture provisions of this Section shall be
made, the Participating Employer may consider the possible economic damage
it might suffer from the violation or suspected violation, the circumstances
surrounding the discontinuance of the employment of the Participant with the
Participating Employer and the quantum of proof which the Participating
Employer may have of a violation of the aforesaid conditions.

                (d) The provisions of this Section shall in no way impair or
derogate the rights which a Participating Employer may otherwise have under
any employment contract with a Participant or at law or in equity, to
prevent the disclosure of confidential information or to recover damages for
the disclosure thereof or to prevent a Participant from engaging in
competition with a Participating Employer or to recover damages therefor.

                (e) The Board (or the Executive Committee at any time the
Board of Directors is not in session) may revoke this Section at any time,
whereupon no



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Accrued Benefit at that time shall ever be subject to forfeiture or
revocation for any reason, including (but not limited to) any subsequent
amendment to this Plan which reinstates the provisions of this Section or
imposes similar conditions on a Participant's right to receive benefits
hereunder.

                (f) If the provisions of this Section are invoked at any
time after payments have already been made, the Participating Employer shall
have the right to a refund of all monies theretofore paid. If the
Participating Employer shall find it necessary to file suit to recover any
amount hereunder, it shall be entitled to recover its reasonable attorney's
fees and costs.

        8.      Payment Methods. The basic method of payment for Participants
                ---------------
retiring on or after January 1, 1995 shall be monthly payments for life,
beginning on the first day of the month coincident or next following the
Participant's retirement date, with the last payment being for the month in
which the Participant's death occurs, but with 120 monthly payments
guaranteed. Notwithstanding the foregoing, payment shall be made in a single
lump sum unless the Participant gives written notice to the Committee, at
least one year prior to the date of employment termination, that the
Participant elects to receive benefits under either the basic method of
payment described above or one of the following optional methods which shall
be the Actuarial Equivalent of the basic method of payment:

                (a) A two-thirds joint and survivor annuity with such
contingent annuitant as the Participant may designate. If a Participant has
selected this 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; or

                (b) Level installments payable annually over a five-year
period.

                (c) Level installments payable annually over a ten-year
period.

A Participant may elect an optional method of payment under this Plan which
is different from the method of payment elected under either the Basic Plan
or the Excess Benefit Plan.

        9.      Obligation to Pay Benefits Hereunder. No trust fund, escrow
                ------------------------------------
account or other segregation of assets shall be established or made by any
Participating Employer to guarantee, secure or assure the payment of any
benefit hereunder. The obligation of each Participating Employer to pay
benefits pursuant to this Plan shall constitute only a general obligation of
the Participating Employer to the Participants and other payees hereunder in
accordance with the terms hereof. Payment of benefits by a Participating
Employer hereunder shall be made only from the general funds of the
Participating Employer and no Participant or other potential payee of any
amount hereunder shall have any interest in any particular asset of any
Participating Employer by reason of the existence of this Plan, and the
amounts payable hereunder shall be subject in all respects to claims of
general creditors of the respective


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Participating Employers until actually paid over to the person(s) entitled
to receive the same.

        10.     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 10 and
any other provision of the Plan, this Section 10 shall govern, except in the
case of Section 11 becoming applicable.

        11.     Change in Control.
                -----------------

                (a) If a Change in Control (as defined in Section 11(b))
shall occur, then, notwithstanding anything to the contrary herein, a
Participant's Accrued Benefit under the Plan as of the Change in Control
Date shall be fully vested and non-forfeitable. Within 30 days after the
Change in Control Date, the Participant shall be paid, in a single lump-sum
payment, the Actuarial Equivalent of such Accrued Benefit as of the date of
payment. Notwithstanding the foregoing, if, on the Change in Control date, a
Participant otherwise satisfied the eligibility requirements for early or
normal retirement benefits under Sections 3 or 4, such Participant's benefit
shall be paid as if he or she actually retired on the Change in Control
Date. The Chief Executive Officer shall be deemed to have granted any
necessary approvals.

                (b) For purposes of this Plan, a "Change in Control" shall
occur automatically if and when an "Acceleration Date" occurs as defined in
the Company's 1998 Incentive Stock Plan or if and when an analogous change
in control event occurs as defined in any successor to such plan, and the
Change in Control Date shall be the Acceleration Date or analogous date as
defined therein.

                (c) This Section 11 may be deleted or amended in any way
pursuant to Section 20 at any time prior to a Change in Control.
Notwithstanding Section 20, following a Change in Control, the provisions of
this Section 11 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 the Change in Control.

                (d) Following a Change in Control, this Plan shall continue
in effect, notwithstanding that payment of benefits shall have been made
under Section 11(a), unless and until terminated by the Company.

                (e) If a Change in Control occurs, Section 7 shall no longer
apply to any individual whose activities are not under investigation by the
Committee on the Change in Control Date.

                (f) If by reason of this Section an excise or other special
tax ("Excise Tax") is imposed on any payment under this Plan (a "Required
Payment"), the amount of each Required Payment shall be increased by an
amount which, after payment of


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income taxes, payroll taxes and Excise Tax thereon, will equal such Excise
Tax on the Required Payment.

        12.     Concerning Payment; Beneficiaries.
                ---------------------------------

                (a) Except as otherwise provided in this Section, 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. Each
Participant shall specifically designate, by name, on forms provided by the
Committee, 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 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.

                (b) Except as provided in Section 8, 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 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.

                (d) 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 as of the date
of divorce unless the Participant files a beneficiary designation form with
the Committee after the date of divorce confirming designation of such
former spouse as beneficiary.

                (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 12.


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        13.     Payees Presumed Competent. Every person receiving or claiming
                -------------------------
amounts payable under this Plan shall be conclusively presumed to be
mentally competent and of legal age until the Committee receives a written
notice, in form, manner and substance acceptable to it, that any such 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.

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

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

        15.     Notice of Address; Lost Payees. The address of every
                ------------------------------
Participant or other person entitled to any payment hereunder on file for
purposes of the Basic Plan shall be used for all purposes of this Plan. If
the Committee is unable to locate any person, or the estate of such person,
after a reasonable attempt to locate such person has been made, within two
years after an amount becomes payable hereunder, the right and interest of
such payee in and to the amount payable shall terminate on the last day of
such two-year period.

        16.     Participating Employer. Any Participating Employer in the Basic
                ----------------------
Plan may become a Participating Employer in this Plan by submitting to the
Committee a resolution of its board of directors adopting the provisions of
this Plan. The adoption of this Plan by a Participating Employer shall
constitute an automatic delegation by it to the Board of full authority to
amend or terminate the Plan and to the Committee to administer this Plan.
Benefits payable under this Plan for a Participant whose employment
terminates from a Participating Employer shall be solely the obligation of
that Participating Employer. A Participating Employer may withdraw from the
Plan by action of its board of directors. If such a withdrawal shall occur,
no benefit shall be



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payable under this Plan to any Participant who has not otherwise satisfied
the eligibility requirements of Sections 3, 4, 6 or 11, as of the date of
withdrawal. Notwithstanding the foregoing, any benefits in pay status as of
the date of withdrawal shall continue to be paid in full in accordance with
the terms hereof.

        17.     No Liability for Payee's Debts. Amounts payable under this Plan
                ------------------------------
shall not be liable for or subject to the debts or liabilities of any payee,
and no amount payable hereunder shall at any time or in any manner be
subject to anticipation, alienation, sale, transfer, assignment, pledge or
encumbrance of any kind, whether to any Participating Employer or to any
other party whomsoever, and whether with or without consideration. If any
payee shall attempt to, or shall anticipate, alienate, sell, transfer,
assign, pledge or otherwise encumber any amounts payable hereunder or any
part thereof, or if by reason of bankruptcy or other event, such amounts
would at any time be received or enjoyed by persons other than such payee,
except as otherwise permitted by this Plan, the Committee in its sole
discretion may terminate such person's interest in any such amounts and hold
or apply such amounts to or for the use of such person, his or her spouse,
children or other dependents, or any of them, as the Committee may
determine.

        18.     Administration. This Plan shall be administered by a Committee
                --------------
composed of the Company's Chief Executive Officer, Chief Financial Officer
and Corporate Secretary. The Committee shall administer the Plan in
accordance with its terms and shall have all powers necessary to carry out
the provisions of the Plan. The Committee 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 Committee deems proper in its discretion. Any interpretation or
construction placed upon any term or provision of the Plan by the Committee,
any decisions and determinations of the Committee 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 Earnings 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 Committee 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.

        19.     Negation of Employment Contract. This Plan does not create an
                -------------------------------
employment contract and nothing contained herein shall be deemed (a) to give
a Participant the right to be retained in the employ of any Participating
Employer; (b) to interfere with the right of any Participating Employer to
discharge a Participant at any time with or without cause; (c) to give any
Participating Employer the right to require a Participant to remain in its
employ; or (d) to interfere with the right of a Participant to terminate
employment voluntarily whenever the Participant chooses.

        20.     Modification, Amendment, or Termination. Except as provided in
                ---------------------------------------
Section 11, the Company has the absolute right to modify or amend this Plan
in whole or in part, at any time and from time to time, effective as of any
specified prior, current or


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future date. Such amendment shall be made in accordance with applicable
corporate procedures then in effect for similar matters. The Company also
reserves the right to terminate this Plan, in whole or in part, voluntarily
as of any specified current or future date. This Plan shall be automatically
terminated upon a termination of the Basic Plan, a dissolution of the
Company (but not upon a merger, consolidation, reorganization or
recapitalization of the Company unless the surviving corporation therein
specifically terminates this Plan); upon the Company being legally
adjudicated a bankrupt; upon the appointment of a receiver or trustee in
bankruptcy with respect to the Company's assets and business if such
appointment is not set aside within 90 days thereafter; or upon the making
by the Company of an assignment for the benefit of creditors. Upon
termination of this Plan, no additional employee shall become eligible to
participate herein, and no additional benefits shall be accrued hereunder.
Notwithstanding the termination of this Plan, no Participant affected
thereby shall be deprived of the right to receive his or her Accrued Benefit
at the time and in the manner provided by this Plan.

        21.     Set Off and Withholding.
                -----------------------

                (a) Notwithstanding Section 17, any amount then due and
payable by the Company or any Participating Employer to any Participant or
the beneficiary of any Participant under this Plan may be offset by any
amounts owed to the Company or any Subsidiary by the Participant and/or the
beneficiary 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.

        22.     Claims Procedures.
                -----------------

                (a) The Committee 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 Committee.

                         (ii) Any decision by the Committee denying a claim
in whole or in part shall be stated in writing by the Committee and
delivered or mailed to the claimant within ninety (90) days after receipt of
the claim by the Committee 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
Committee shall inform the claimant of the delay in writing before the


                                     12

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<PAGE>

expiration of the initial ninety (90) day period, including the reasons
therefor and the date by which the Committee 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, all written in a manner calculated to be understood
by the claimant. If the Committee 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 duly authorized representative may request a review by the
Committee of the decision upon written application to the Committee within
sixty (60) days after notification of the decision. The claimant or his duly
authorized representative may review pertinent documents and submit issues
and comments in writing. The Committee 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 Committee 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 Committee 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 Committee may adopt such rules as it deems
necessary, desirable, or appropriate to carry out its duties under this
Section 22. Any action or determination or decision whatsoever taken or made
by the Committee under this Section 22 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 22 shall be
the sole, exclusive and mandatory procedure for resolving any dispute under
this Plan; provided, that if a Participant wishes to make a valid legal
challenge to the Committee's determination and he has entered into an
agreement with the Company to arbitrate disputes arising from his or her
employment with the Company, such legal challenge shall be resolved pursuant
to the arbitration procedures in that agreement and the Participant's burden
of proof in any arbitration shall be the same as if the dispute were tried
in a court proceeding.

                (e) Notwithstanding the foregoing, upon a Change in Control
as defined in Section 11, Section (d) above shall not apply.

                (f) In any arbitration or litigation to enforce rights and
obligations hereunder, except as required by law or separate contract
between the parties, the



                                     13

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<PAGE>

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.

        23.     Miscellaneous.
                -------------

                (a) In any instance in which the Committee believes such
action to be in the best interest of the party entitled to receive any
payment under this Plan, or to be in the best interests of any Participating
Employer (such as to eliminate small account balances or to avoid the
administrative inconvenience and expense which might be incurred if
relatively small amounts were to be paid to multiple recipients over lengthy
periods of time), amounts payable hereunder may be paid in a single lump-sum
payment, the amount of which shall be the Actuarial Equivalent of the
payment in question.

                (b) In the event of the death of a Participant or any
beneficiary, the Committee need not make any payment provided for by this
Plan until it shall have received proof satisfactory to it of such death and
of the identity, existence and location of the party thereafter entitled to
receive payments under this Plan.

                (c) In making any payment or taking any action under this
Plan, the Participating Employers and the Committee shall be absolutely
protected in relying upon any finding or statement of facts believed to be
true, and on any written instrument believed to have been signed by the
proper party.

                (d) 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 (other than choice of law), and in courts situated in
that state.

        IN WITNESS WHEREOF, ANHEUSER-BUSCH COMPANIES, INC. has caused this
Amended and Restated Plan to be executed by its officers thereunto duly
authorized, this 17th day of March, 2003, effective as of March 1, 2003.



                      ANHEUSER-BUSCH COMPANIES, INC.


                      By /s/ W. Randolph Baker
                         ------------------------------
                         W. Randolph Baker
                         Chief Financial Officer





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</TEXT>
</DOCUMENT>
