ANHEUSER-BUSCH COMPANIES, INC.
1998 INCENTIVE STOCK PLAN
(RESTATED TO REFLECT A 2-FOR-1 STOCK SPLIT EFFECTIVE
SEPTEMBER 18, 2000, AND AMENDMENTS EFFECTIVE
APRIL 25, 2001 AND APRIL 23, 2003)
SECTION 1. PURPOSE.
The purpose of this Plan is to attract, retain, motivate and reward employees of the Company and its Subsidiaries
and Affiliates with certain stock-related compensation arrangements.
SECTION 2. MAXIMUM NUMBER OF SHARES.
(a) The maximum number of shares of Stock which may be issued pursuant to Awards under this Plan, and the
maximum number of shares for which ISOs may be granted under this Plan, shall be 88,000,000 shares, subject
to adjustment as provided in Section 10. Of such shares, no more than 1,500,000 shares of Restricted Stock
may be granted under this Plan, subject to adjustment as provided in Section 10. For this purpose:
(i) The number of shares underlying an Award shall be counted against this Plan maximum ("used") at the time of
(ii) When an Award is payable in cash only, the number of shares of Stock on which the amount of such cash is
based shall be deemed used at the time of grant.
(iii) Shares which underlie Awards that (in whole or part) expire, terminate, are forfeited, or otherwise become
non-payable, and shares which are recaptured by the Company in connection with a forfeiture, may be re-used in
new grants to the extent of such expiration, termination, forfeiture, non-payability, or recapture.
(iv) For all purposes of this Section 2, shares underlying two or more alternative Awards shall be treated as
underlying only a single Award, with no multiple counting of shares. Accordingly: shares underlying alternative
Awards shall be used only once at the time of grant; and, if one such Award is exercised or (in the case of
Restricted Stock) vests, no re-usage of shares shall result from the termination of the unexercised or unvested
(b) Notwithstanding any other provisions of this Plan: (i) the maximum number of