ANHEUSER-BUSCH COMPANIES, INC.
1989 INCENTIVE STOCK PLAN
(AS AMENDED DECEMBER 20, 1989, DECEMBER 19, 1990,
DECEMBER 15, 1993, DECEMBER 20, 1995, AND NOVEMBER 26, 1997)
SECTION 1. PURPOSE.
The purpose of the Plan is to attract, retain, motivate and reward employees of the Company, its Subsidiaries and
Affiliates with compensatory arrangements that involve Options and SARs.
SECTION 2. DEFINITIONS.
(a) "Act" means the Securities Exchange Act of 1934, as amended from time to time.
(b) "Affiliate" means any entity in which the Company has a substantial direct or indirect equity interest (other than
a Subsidiary), as determined by the Committee.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code as in effect from time to time.
(e) "Committee" means the Stock Option Committee described in Section 12 hereof.
(f) "Company" means Anheuser-Busch Companies, Inc. and its successors.
(g) "Disability" means the condition of being "disabled" within the meaning of Section 422(c)(6) of the Code or
any successor provision.
(h) "Eligible Employee" means a person who is eligible to receive an option under Section 4 of the Plan.
(i) "Employer" means the Company, the Subsidiary, or the Affiliate which employs the Optionee.
(j) "Fair Market Value" of Stock on a given date means (i) the average of the highest and lowest selling prices per
share of Stock reported on the New York Stock Exchange Composite Tape or similar facility for such date,
(ii) if Stock is not listed on the New York Stock Exchange, the average of the highest and lowest selling prices
per share of Stock as reported for such date on the principal stock exchange in the U.S. on which Stock is listed
(as determined by the Committee), or (iii) if neither of the preceding clauses is applicable, the value per share
determined by the Committee in a manner consistent with the Treasury Regulations under
Section 2031 of the Internal Revenue Code. If no sale of Stock occurs on such