THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Anheuser-Busch Companies, Inc. (BUD)

3/9/2006 Proxy Information

August A. Busch III was President of Anheuser-Busch Companies, Inc. from 1974 to June 2002 and Chief Executive Officer from 1975 to June 2002.

In 1993, pursuant to an investment agreement, the Company purchased equity securities of Grupo Modelo, S.A. de C.V., Mexico’s largest brewer (“Grupo Modelo”), and of Diblo, S.A. de C.V., the operating subsidiary of Grupo Modelo (“Diblo”). The Company subsequently exercised options it obtained under the investment agreement to acquire additional equity securities of Grupo Modelo and Diblo and now holds a 50.2% direct and indirect interest in Diblo. The Company does not have voting or other effective control of either Grupo Modelo or Diblo. Carlos Fernandez G. is Chairman of the Board of Directors and Chief Executive Officer of Grupo Modelo. Pursuant to the investment agreement, the Company agreed to use its best efforts to maintain on its Board of Directors a designee of the controlling shareholders of Grupo Modelo as long as the Company or one of its subsidiaries owns ten percent or more of the outstanding capital stock of Grupo Modelo. Mr. Fernandez is that designee.

August A. Busch III is the father of August A. Busch IV, an executive officer of the Company. Another son of Mr. Busch III, Steven A. Busch, is employed by the Company as Executive Assistant to the Chairman of the Board, for which he received cash compensation of $144,552 for 2005. A daughter of Mr. Busch III, Virginia Busch, is employed by the Company’s wholly-owned subsidiary, Busch Entertainment Corporation, as Senior Manager of Corporate Conservation, for which she received cash compensation of $86,839 for 2005. Two sons of Patrick T. Stokes were employed by the Company’s wholly-owned subsidiary, Anheuser-Busch, Incorporated in 2005. David Stokes was the Vice President and General Manager of the Sylmar wholesaler operation until June 27, 2005 and received cash compensation of $75,107. Michael Stokes was a Manager of Business Development Sales during the year and received cash compensation of $94,068. Laurie Katz, a stepdaughter of Francine Katz, an executive officer of the Company, is employed by Anheuser-Busch, Incorporated as a regional manager for which she received cash compensation of $72,540 for 2005. Jennifer Corry, the daughter of Joseph Sellinger, an executive officer of the Company, is employed by the Company as an information systems team leader for which she received cash compensation of $63,245 for 2005. John Corry, a son-in-law of Mr. Sellinger, is employed by Anheuser-Busch, Incorporated as a group operation manager for which he received cash compensation of $69,136 for 2005. Jon Hoffmeister and Kristen Hoffmeister, son and daughter-in-law of James Hoffmeister, an executive officer of the company, are employed by Anheuser-Busch, Incorporated as a brand manager and process manager, respectively, for which they received cash compensation of $112,545 and $64,275, respectively, for 2005.

The Company leases approximately 267 acres located in St. Louis County, Missouri and certain other property, in part from a trust established for the benefit of certain heirs of the late August A. Busch, Jr. and in part from Grant’s Farm Manor, Inc., a corporation owned by Andrew Busch, a son of August A. Busch, Jr. August A. Busch III and his children have no financial interest in the leases. The Grant’s Farm facility (under lease from the trust) is used extensively by the Company for advertising and public relations purposes, for public tours, and for corporate entertaining. Grant’s Farm is one of St. Louis’ most popular tourist attractions. The lease arrangements for Grant’s Farm require the Company to pay a fixed annual rent and a percentage of income generated from on-site concession operations. The lease arrangements with Grant’s Farm Manor, Inc. are for the housing and breeding of the Company’s Clydesdale horses. The Company is required to reimburse maintenance and certain other expenses associated with each of the leased properties. The Company has certain rights of first refusal and other limited purchase rights relating to the Grant’s Farm land and some of the leased personal property, and to a private residence situated within the leased premises and certain personal property associated with the residence. For the year 2005, the Company paid in the aggregate $3,322,793 under these lease arrangements.

The Company has for many years sold or assigned or approved the sale of interests in Anheuser-Busch wholesalerships to officers or employees of the Company or to immediate family members of directors, officers, or employees of the Company. Anheuser-Busch, Incorporated (“ABI”) was party to an agreement with its wholesaler in St. Louis County, Missouri, providing ABI with the option to purchase substantially all of the assets of the wholesaler business. In 2005, ABI assigned its rights under the agreement to D&D Distributors L.L.P., a partnership owned by David Stokes. David Stokes is the son of Patrick T. Stokes and prior to the assignment was the Vice President and General Manager of the Company’s Sylmar wholesaler operation, as noted above. D & D Distributors purchased the assets and business for the purchase price specified by the agreement. Based upon the Company’s extensive experience in valuing wholesaler operations, the Company believes the price paid by D&D Distributing to be the fair market value of the acquired assets and business. D & D Distributing also paid to ABI $159,810 as reimbursement of ABI’s costs incurred in connection with the transaction.

Anheuser-Busch, Incorporated (“ABI”) has agreements with D&D Distributors L.L.P. d/b/a, Grey Eagle Distributors (“Grey Eagle”), Southern Eagle Distributing, Inc. (“Southern Eagle”), Busch-Transou L.C. d/b/a Tri-Eagle Sales (“Tri-Eagle”), and City Beverages L.L.C. (“City Beverages”) for the distribution of malt beverage products in St. Louis County, Missouri, Fort Pierce, Florida, Tallahassee, Florida, and Kent and Lakewood, Washington, respectively. David Stokes, the son of Patrick T. Stokes, is the owner of Grey Eagle. Grey Eagle paid $20,936,593 to ABI for the purchase of products and wholesaler related services during 2005. Peter William Busch, a half brother of Mr. Busch III, is the President and majority owner of Southern Eagle. Southern Eagle paid $41,365,716 to ABI for the purchase of products and wholesaler related services during 2005. Tri-Eagle is owned by Tripp and Susan Busch Transou, the son-in-law and daughter of Mr. Busch III. Tri-Eagle paid $28,149,767 to ABI for the purchase of products and wholesaler related services during 2005. City Beverages paid $45,047,692 to ABI for the purchase of products and wholesaler related services during 2005. City Beverages is majority owned by Steven Knight, a son of a director of the Company. The distribution agreements with these wholesalerships are ABI’s standard distribution agreements. PricewaterhouseCoopers performs procedures every year designed to determine if these wholesalerships obtain treatment or special terms from ABI different from that available to all other independent wholesalers. PricewaterhouseCoopers’ findings are reported each year to the Board’s Conflict of Interest Committee.

Ginnaire Rental, Inc. (“Ginnaire”), a corporation wholly owned by Mr. Busch III, leases aircraft to the Company for business use. For 2005, the Company paid $614,326 to Ginnaire pursuant to the lease agreements. The leasing fees are an hourly rate intended to reimburse Ginnaire for the pro rata share of maintenance costs, engine reserves and aircraft insurance, plus excise and use taxes attributed to the Company’s actual use of the aircraft, without mark-up. The Company provides fuel and hangar and maintenance services to aircraft owned by Ginnaire, by Mr. Busch III personally or by a corporation in which he has a substantial interest. The Company is reimbursed its costs for aircraft usage and expenses by these parties and for 2005, the Company was paid $258,536.

The Company’s subsidiary, Busch Properties, Inc. (“BPI”) operates a resort in Williamsburg, Virginia containing more than 400 rental units. BPI acts as rental agent on behalf of the owners of the rental units. Mr. Stokes and Mr. Busch III own rental units, which participate in the leasing program on the same terms as all other units. In 2005, the fee paid to BPI by Mr. Stokes for acting as rental agent for his unit was $32,473. In 2005, the fee paid to BPI by Mr. Busch III for acting as rental agent for his two units was $92,442.

The Company has only engaged in the transactions of the nature described above if the Company’s Business Practices Committee and the Board’s Conflict of Interest Committee have determined that they are at least as favorable to the Company and its subsidiaries as transactions with unrelated parties and has always fully disclosed these transactions in the Company’s proxy statement. The Company believes that transactions of this nature, coupled with complete disclosure, are appropriate, consistent with good governance and provide benefits to the Company.

3/10/2005 Proxy Information

In 1993, pursuant to an investment agreement, the Company purchased equity securities of Grupo Modelo, S.A. de C.V., Mexico’s largest brewer (“Grupo Modelo”), and of Diblo, S.A. de C.V., the operating subsidiary of Grupo Modelo (“Diblo”). The Company subsequently exercised options it obtained under the investment agreement to acquire additional equity securities of Grupo Modelo and Diblo and now holds a 50.2% direct and indirect interest in Diblo. The Company does not have voting or other effective control of either Grupo Modelo or Diblo. Carlos Fernandez G. is Vice Chairman of the Board of Directors and Chief Executive Officer of Grupo Modelo. Pursuant to the investment agreement, the Company agreed to use its best efforts to maintain on its Board of Directors a designee of the controlling shareholders of Grupo Modelo and Diblo as long as the Company or one of its subsidiaries owns ten percent or more of the outstanding capital stock of Grupo Modelo. Mr. Fernandez is that designee.

August A. Busch III is the father of August A. Busch IV, an executive officer of the Company. Another son of Mr. Busch III, Steven A. Busch, is employed by the Company as Executive Assistant to the Chairman of the Board, for which he received cash compensation of $173,622 for 2004. A daughter of Mr. Busch III, Virginia Busch, is employed by the Company’s wholly-owned subsidiary, Busch Entertainment Corporation, as Manager of Corporate Conservation, for which she received cash compensation of $75,798 for 2004. Two sons of Patrick T. Stokes, David Stokes and Michael Stokes, are employed by the Company’s wholly-owned subsidiary, Anheuser-Busch, Incorporated, as Vice President and General Manager of the Sylmar wholesale operation and Senior Pricing Analyst, respectively. For 2004, David Stokes received cash compensation of $301,125 and Michael Stokes received cash compensation of $97,778. Daniel Kloth, a son of Donald W. Kloth, a former executive officer of the Company, is employed by the Company as a purchasing manager for which he received cash compensation of $105,118 for 2004. Laurie Katz, a stepdaughter of Francine Katz, an executive officer of the Company, is employed by Anheuser-Busch, Incorporated as a market manager for which she received cash compensation of $74,052 for 2004. John Corry, a son-in-law of Joseph Sellinger, an executive officer of the Company, is employed by Anheuser-Busch, Incorporated as a Group Operations Manager for which he received cash compensation of $64,090 for 2004. Jon Hoffmeister, a son of James Hoffmeister, an executive officer of the Company, is employed by Anheuser-Busch, Incorporated as a senior manager for which he received cash compensation of $122,619 for 2004.

The Company leases approximately 267 acres located in St. Louis County, Missouri and certain other property, in part from a trust established for the benefit of certain heirs of the late August A. Busch, Jr. and in part from Grant’s Farm Manor, Inc., a corporation owned by Andrew Busch, a son of August A. Busch, Jr. August A. Busch III and his children have no financial interest in the leases. The Grant’s Farm facility (under lease from the trust) is used extensively by the Company for advertising and public relations purposes, for public tours, and for corporate entertaining. Grant’s Farm is one of St. Louis’ most popular tourist attractions. The lease arrangements for Grant’s Farm require the Company to pay a fixed annual rent and a percentage of income generated from on-site concession operations. The lease arrangements with Grant’s Farm Manor, Inc. are for the housing and breeding of the Company’s Clydesdale horses. The Company is required to reimburse maintenance and certain other expenses associated with each of the leased properties. The Company has certain rights of first refusal and other limited purchase rights relating to the Grant’s Farm land and some of the leased personal property, and to a private residence situated within the leased premises and certain personal property associated with the residence. For the year 2004, the Company paid in the aggregate $3,036,055 under these lease arrangements.

Anheuser-Busch, Incorporated (“ABI”) has agreements with Southern Eagle Distributing, Inc. (“Southern Eagle”), Busch-Transou L.C. d/b/a Tri-Eagle Sales (“Tri-Eagle”), City Beverages L.L.C. (“City Beverages”), and Classic Eagle Distributing, L.L.C. (“Classic Eagle”) for the distribution of malt beverage products in Fort Pierce, Florida, Tallahassee, Florida, Kent and Lakewood, Washington and Lawrence, Kansas, respectively. Peter William Busch, a half brother of Mr. Busch III, is the President and majority owner of Southern Eagle. Southern Eagle paid $38,408,960 to ABI for the purchase of products and wholesaler related services during 2004. Tri-Eagle is owned by Tripp and Susan Busch Transou, the son-in-law and daughter of Mr. Busch III. Tri-Eagle paid $27,972,151 to ABI for the purchase of products and wholesaler related services during 2004. City Beverages paid $43,406,531 to ABI for the purchase of products and wholesaler related services during 2004. City Beverages is majority owned by Steven Knight, a son of a director of the Company. Classic Eagle is owned by Stephen K. Lambright, Jr., the son of Stephen K. Lambright, a former executive officer of the Company, and another individual. Classic Eagle paid $10,017,185 to ABI for the purchase of products and wholesaler related services during

2004. The distribution agreements with these wholesalerships are ABI’s standard distribution agreements. PricewaterhouseCoopers performs procedures every year designed to determine if these wholesalerships obtain treatment or special terms from ABI different from that available to all other independent wholesalers. PricewaterhouseCoopers’ findings are reported each year to the Board’s Conflict of Interest Committee.

In June 2004, Stephen K. Lambright, formerly Group Vice President and Chief Legal Officer of the Company, entered into a 37 month agreement under which he will provide consulting and advisory services to the Company following his retirement in December 2004. He will receive consulting fees of $1,896,250 and benefits costing approximately $209,000 during this 37 month period.

Ginnaire Rental, Inc. (“Ginnaire”), a corporation wholly owned by Mr. Busch III, leases aircraft to the Company for business use. For 2004, the Company paid $504,410 to Ginnaire pursuant to the lease agreements. The leasing fees are an hourly rate intended to reimburse Ginnaire for the pro rata share of maintenance costs, engine reserves and aircraft insurance, plus excise and use taxes attributed to the Company’s actual use of the aircraft, without mark-up. The Company provides fuel and hangar and maintenance services to aircraft owned by Ginnaire, by Mr. Busch III personally or by a corporation in which he has a substantial interest. The Company is reimbursed its costs for aircraft usage and expenses by these parties and for 2004, the Company was paid $328,360.

The Company’s subsidiary, Busch Properties, Inc. (“BPI”) operates a resort in Williamsburg, Virginia containing more than 400 rental units. BPI acts as rental agent on behalf of the owners of the rental units. Mr. Stokes and Mr. Busch III own rental units. Mr. Lambright owns an interest in a rental unit. Their units participate in the leasing program on the same terms as all other units. In 2004 the rental revenues for the unit owned by Mr. Stokes were $51,305 of which $21,621 was paid to Mr. Stokes. In 2004 the rental revenues for the units owned by Mr. Busch III were $117,804, of which $49,540 was paid to Mr. Busch III. In 2004, the rental revenues for the unit in which Mr. Lambright owns an interest were $49,139, of which $20,482 was paid to Mr. Lambright and the other owners of the unit. In 2003 and 2004, BPI made available to all owners of the rental units a program to renovate the units and agreed to pay a portion of the renovation costs. Mr. Stokes and the unit in which Mr. Lambright owns an interest participated in the program. The unit owned by Mr. Stokes underwent renovations costing $70,706, of which BPI paid $32,240, with Mr. Stokes paying the remainder. The unit in which Mr. Lambright owns an interest underwent renovations costing $82,770, of which BPI paid $33,315, with the owners of the unit paying the remainder. The BPI cash payments for renovation costs on the rental units owned by Mr. Stokes and Mr. Lambright were calculated and paid on the exact same terms and conditions as available to all other rental unit owners who participated in the renovation program.

The Company has only engaged in the transactions of the nature described above if the Company’s Business Practices Committee and the Board’s Conflict of Interest Committee have determined that they are at least as favorable to the Company and its subsidiaries as transactions with unrelated parties and has always fully disclosed these transactions in the Company’s proxy statement. The Company believes that transactions of this nature, coupled with complete disclosure, are appropriate, consistent with good governance and provide benefits to the Company.

August A. Busch has been Chairman of Anheuser-Busch Companies, Inc. since 1977. He was President of the from 1974 to June 2002 and Chief Executive Officer from 1975 to June 2002.

3/11/2004 Proxy Information

In 1993, pursuant to an investment agreement, the Company purchased equity securities of Grupo Modelo, S.A. de C.V., Mexico’s largest brewer (“Grupo Modelo”), and of Diblo, S.A. de C.V., the operating subsidiary of Grupo Modelo (“Diblo”). The Company subsequently exercised options it obtained under the investment agreement to acquire additional equity securities of Grupo Modelo and Diblo and now holds a 50.2% direct and indirect interest in Diblo. The Company does not have voting or other effective control of either Grupo Modelo or Diblo. Carlos Fernandez G. is Vice Chairman of the Board of Directors and Chief Executive Officer of Grupo Modelo. Pursuant to the investment agreement, the Company agreed to use its best efforts to maintain on its Board of Directors a designee of the controlling shareholders of Grupo Modelo and Diblo as long as the Company or one of its subsidiaries owns ten percent or more of the outstanding capital stock of Grupo Modelo. Mr. Fernandez is that designee.

August A. Busch III is the father of August A. Busch IV, an executive officer of the Company. Another son of Mr. Busch III, Steven A. Busch, is employed by the Company as Executive Assistant to the Chairman of the Board, for which he received cash compensation of $168,912 for 2003. A daughter of Mr. Busch III, Virginia Busch, is employed by the Company’s wholly-owned subsidiary, Busch Entertainment Corporation, as Manager of Corporate Conservation, for which she received cash compensation of $70,079 for 2003. Two sons of Patrick T. Stokes, David Stokes and Michael Stokes, are employed by the Company’s wholly-owned subsidiary, Anheuser-Busch, Incorporated, as Vice President and General Manager of the Sylmar wholesale operation and Senior Manager of Key Accounts, respectively. For 2003, David Stokes received cash compensation of $178,260 and Michael Stokes received cash compensation of $104,360. Daniel Kloth, a son of Donald W. Kloth, an executive officer of the Company, is employed by the Company as a purchasing manager for which he received cash compensation of $105,534 for 2003. Laurie Katz, a stepdaughter of Francine Katz, an executive officer of the Company, is employed by Anheuser-Busch, Incorporated as a market manager for which she received cash compensation of $66,804 for 2003. John Corry, a son-in-law of Joseph Sellinger, an executive officer of the Company, is employed by the Company as an engineer for which he received cash compensation of $59,538 for 2003.

The Company leases approximately 267 acres located in St. Louis County, Missouri and certain other property, in part from a trust established for the benefit of certain heirs of the late August A. Busch, Jr. and in part from Grants Farm Manor, Inc., a corporation owned by Andrew Busch, a son of August A. Busch, Jr. August A. Busch III and his children have no financial interest in the leases. The Grant’s Farm facility (under lease from the trust) is used extensively by the Company for advertising and public relations purposes, for public tours, and for corporate entertaining. Grant’s Farm is one of St. Louis’ most popular tourist attractions. The lease arrangements for Grant’s Farm require the Company to pay a fixed annual rent and a percentage of income generated from on-site concession operations. The lease arrangements with Grants Farm Manor, Inc. are for the housing and breeding of the Company’s Clydesdale horses. The Company is required to reimburse maintenance and certain other expenses associated with each of the leased properties. The Company has certain rights of first refusal and other limited purchase rights relating to the Grant’s Farm land and some of the leased personal property, and to a private residence situated within the leased premises and certain personal property associated with the residence. For the year 2003, the Company paid in the aggregate $2,758,873 under these lease arrangements.

The Company has for many years sold or assigned or approved the sale of interests in Anheuser-Busch wholesalerships to officers or employees of the Company or to immediate family members of directors, officers or employees of the Company. During 2003, as part of an arrangement to enhance retailer satisfaction and wholesaler efficiency and profitability by consolidating several small wholesaler operations, Anheuser-Busch, Incorporated (“ABI”) sold distribution rights and related assets for beer wholesalerships in Bremerton and Tumwater, WA to its Kent, Washington wholesaler, City Beverages, L.L.C. (“City Beverages”), for approximately $15.7 million. Additionally, ABI had acquired the right to purchase the beer wholesaler operations in Tacoma and Aberdeen, WA and transferred those rights to City Beverages. Steven Knight, the son of Charles F. Knight, a director of the Company, is the majority owner of City Beverages.

ABI has agreements with Southern Eagle Distributing, Inc. (“Southern Eagle”), Tri-Eagle Sales, City Beverages and Classic Eagle Distributing, L.L.C. (“Classic Eagle”) for the distribution of malt beverage products in Fort Pierce, Florida, Tallahassee, Florida, Kent, Washington and Lawrence, Kansas, respectively. Peter William Busch, a half brother of Mr. Busch III, is the President and majority owner of Southern Eagle. Southern Eagle purchased $34,972,322 of products from ABI during 2003. Tri-Eagle Sales is owned by Tripp and Susan Busch Transou, the son-in-law and daughter of Mr. Busch III. Tri-Eagle Sales purchased $26,365,930 of products from ABI during 2003. City Beverages purchased $23,395,354 of products from ABI during 2003. As noted above, City Beverages is majority owned by Steven Knight, a son of a director of the Company. Classic Eagle is owned by Stephen K. Lambright, Jr., the son of Stephen K. Lambright, an executive officer of the Company, and another individual. Classic Eagle purchased $10,409,193 of products from ABI during 2003. The distribution agreements with these wholesalerships are ABI’s standard distribution agreements. PricewaterhouseCoopers performs procedures every year designed to determine if these wholesalerships obtain treatment or special terms from ABI different from that available to all other independent wholesalers. PricewaterhouseCoopers’ findings are reported each year to the Board’s Conflict of Interest Committee.

James R. Jones, a director of the Company, had an agreement in his individual capacity with the Company relating to his service on the Board of Directors of Grupo Modelo. During 2003, Mr. Jones was paid $40,116 pursuant to this agreement, which was terminated in September 2003. In September 2003, Mr. Jones was appointed the representative of the Company’s Board of Directors on the Board of Directors of Grupo Modelo. Mr. Jones received director fees of $11,813 from the Company in 2003 for this service from October through December.

Ginnaire Rental, Inc. (“Ginnaire”), a corporation wholly owned by Mr. Busch III, leases aircraft to the Company for business use. For 2003, the Company paid $688,414 to Ginnaire pursuant to the lease agreements. The leasing fees are an hourly rate intended to reimburse Ginnaire for the pro rata share of maintenance costs, engine reserves and aircraft insurance, plus excise and use taxes attributed to the Company’s actual use of the aircraft, without mark-up.

3/11/2003 Proxy Information

Mr. August A. Busch III served on the Human Resources Committee of SBC Communications Inc. during 2002 and until March 1, 2003. He no longer serves on that committee. Mr. Whitacre, an executive officer of SBC Communications Inc., is a Director of the Company.

In 1993, pursuant to an investment agreement, the Company purchased equity securities of Grupo Modelo, S.A. de C.V., Mexico's largest brewer ("Grupo Modelo"), and of Diblo, S.A. de C.V., the operating subsidiary of Grupo Modelo ("Diblo"). The Company subsequently exercised options obtained by it under the investment agreement to acquire additional equity securities of Grupo Modelo and Diblo and now holds a 50.2% direct and indirect interest in Diblo. The Company does not have voting or other effective control in either Grupo Modelo or Diblo. Carlos Fernandez G. is Vice Chairman of the Board of Directors and Chief Executive Officer of Grupo Modelo. Pursuant to the investment agreement, the Company agreed to use its best efforts to maintain on its Board of Directors a designee of the controlling shareholders of Grupo Modelo and Diblo as long as the Company or one of its subsidiaries owns ten percent or more of the outstanding capital stock of Grupo Modelo. Mr. Fernandez is that designee.

August A. Busch III is the father of August A. Busch IV, an executive officer of the Company. Another son of Mr. Busch III, Steven A. Busch, is employed by the Company as Executive Assistant to the Chairman of the Board, for which he received cash compensation of $156,800 for 2002. Two sons of Patrick T. Stokes, David Stokes and Michael Stokes, are employed by the Company's wholly-owned subsidiary, Anheuser-Busch Incorporated, as Marketing Director, Western Region and Senior Manager of Key Accounts, respectively. For 2002, Michael Stokes received cash compensation of $100,120. David Stokes began his employment in August 2002 and his cash compensation for the partial year was $52,083. Daniel Kloth, a son of Donald W. Kloth, an executive officer of the Company, is employed by the Company as a Purchasing Manager for which he received cash compensation of $98,572 for 2002.

The Company leases approximately 209 acres located in St. Louis County, Missouri and certain other property, in part from a trust established for the benefit of certain heirs of the late August A. Busch, Jr. and in part from Grants Farm Manor, Inc., a corporation owned by Andrew Busch, a son of August A. Busch, Jr. August A. Busch III and his children have no financial interest in the leases. The Grant's Farm facility (under lease from the trust) is used extensively by the Company for advertising and public relations purposes, for public tours, and for corporate entertaining. Grant's Farm is one of St. Louis' most popular tourist attractions. The lease arrangements for Grant's Farm require the Company to pay a fixed annual rent and a percentage of income generated from on-site concession operations. The lease arrangements with Grants Farm Manor, Inc. are for the housing and breeding of the Company's Clydesdale horses. The Company is required to reimburse maintenance and certain other expenses associated with each of the leased properties. The Company has certain rights of first refusal and other limited purchase rights relating to the Grant's Farm land and some of the leased personal property, and to a private residence situated within the leased premises and certain personal property associated with the residence. For the year 2002, the Company paid in the aggregate $2,585,708 under these lease arrangements.

Anheuser-Busch, Incorporated ("ABI") has agreements with Southern Eagle Distributing, Inc. ("Southern Eagle"), Tri-Eagle Sales, City Beverage, L.L.C., and Classic Eagle Distributing, L.L.C. ("Classic Eagle") for the distribution of malt beverage products in Fort Pierce, Florida, Tallahassee, Florida, Kent, Washington and Lawrence and Leavenworth, Kansas, respectively. Peter William Busch, a half brother of Mr. Busch III, is the President and majority owner of Southern Eagle. Southern Eagle purchased $31,884,485 of products from ABI during 2002. Tri-Eagle Sales is owned by Tripp and Susan Busch Transou, the son-in-law and daughter of Mr. Busch III. Tri-Eagle Sales purchased $25,136,350 of products from ABI during 2002. Steven Knight, the son of Charles F. Knight, a director of the Company, is the majority owner of City Beverage, L.L.C., which purchased $17,611,603 of products from ABI during 2002. Classic Eagle, which is owned by Stephen K. Lambright, Jr., the son of Stephen K. Lambright, an executive officer of the Company, and another individual purchased $8,783,743 of products from ABI during 2002. These distribution agreements are ABI's standard distribution agreements.

James R. Jones, a director of the Company, is Senior Counsel of Manatt, Phelps and Phillips, a law firm that provided legal services to the Company during 2002 in an amount of $7,220. Mr. Jones has a consulting and indemnification agreement in his individual capacity with the Company relating to his service on the Board of Directors of Grupo Modelo. During 2002, Mr. Jones was paid $49,958 pursuant to this agreement.

Ginnaire Rental, Inc. ("Ginnaire"), a corporation wholly owned by Mr. Busch III, leases aircraft to the Company for business use. For 2002, the Company paid $695,561 to Ginnaire pursuant to the lease agreements. The leasing fees are an hourly rate intended to reimburse Ginnaire for the pro rata share of maintenance costs, engine reserves and aircraft insurance, plus excise and use taxes attributed to the Company's actual use of the aircraft, without mark-up.

Carlos Fernandez G. is Vice Chairman of the Board and Chief Executive Officer of Grupo Modelo. Pursuant to the investment agreement, the Company agreed to use its best efforts to maintain on its Board of Directors a designee of the controlling shareholders of Grupo Modelo and Diblo as long as the Company or one of its subsidiaries owns ten percent or more of the outstanding capital stock of Grupo Modelo.