ANHEUSER-BUSCH COMPANIES, INC. 
1989 INCENTIVE STOCK PLAN

(AS AMENDED DECEMBER 20, 1989, DECEMBER 19, 1990
AND DECEMBER 15, 1993)

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 date, but there were sales reported within a reasonable period both before and after such date, the weighted average of the means between the highest and lowest selling prices on the nearest date before and the nearest date after such date shall be used, with the average to be weighted inversely by the respective numbers of trading days between the selling dates and such date.

(k) " iso" or "Incentive Stock Option" means an option to purchase Stock which is designated by the Committee as an "Incentive Stock Option" and which qualifies as an "incentive stock option" under Section 422 (or any successor provision) of the Code.

(l) "Limited Right" has the meaning given in Section 7.

(m) "NQSO" or "Non-Qualified Stock Option" means an option to purchase Stock which is designated by the Committee as a "Non-Qualified Stock Option," or which is designated by the Committee as an ISO but which fails or ceases to qualify as an "incentive stock option" under the Code.

(n) "Option" means an ISO or an NQSO.

(o) "Option Agreement" means the written agreement referred to in Section 5 (a) between the Company and the Optionee evidencing an Option or SAR.

(p) "Optionee" means a person to whom an Option or SAR is granted pursuant to the Plan.

(q) "Plan " means the Anheuser-Busch Companies, Inc. 1989 Incentive Stock Plan, as amended from time to time.

(r) "Reporting Person," as of a given date, means an Optionee who would be required to report a purchase or sale of Stock occurring on such date to the Securities and Exchange Commission pursuant to Section 16 (a) of the Act and the rules and regulations thereunder.

(s) "Rule 16 b-3" means Rule 16 b-3 (as amended from time to time) promulgated by the Securities and Exchange Commission under the Act, and any successor thereto, as in effect as to the Plan.

"SAR" means a stock appreciation right, which is the right to receive cash, Stock, or other property having a value on the date the SAR is exercised equal to (i) the excess of the Fair Market Value of one share of Stock on the exercise date over (ii) the base price of the SAR. The term "SAR" does not.......

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