exv4w2



 





EXHIBIT 4.2



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.




 









 





	 	 	 
	Number

	 	 $

CUSIP











% Debenture Due                 ,




					
	 	 	 	 	 
	Rate of Interest
	 	Maturity Date
	 	Original Issue Date
	 
	 	 
	 	 
	 %
	 	 
	 	 





     ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation (hereinafter called the “Company,”
which term includes any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the sum of DOLLARS on
the Maturity Date shown above, and to pay interest thereon, at the annual rate of interest shown
above, from the Original Issue Date shown above or from the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for, payable semi-annually           
on            and            of each year and on the Maturity Date (an “Interest Payment Date”), commencing on             ,
      . (Capitalized terms used herein shall have the meanings assigned in the Indenture referred to on the
reverse hereof unless otherwise indicated.)



     The interest payable hereon, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in said Indenture, be paid to the Person in whose name this Debenture (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the            and            (whether or not a Business Day) preceding such
Interest Payment Date; provided that interest payable on the Maturity Date shall be paid to the
Person to whom principal is payable. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the registered Holder on such Regular Record Date, and may
be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not
less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on which the Debentures
may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in such Indenture. Payment of the principal of (and premium, if any) and interest on this
Debenture will be made at the office or agency of the Company maintained for that purpose in The
Borough of Manhattan, The City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest, other than interest due on the Maturity Date, may be
made at the option of the Company by check mailed to the address of the Person entitled thereto as
such address shall appear on the Security Register.



     This Debenture is one of a duly authorized issue of Debentures of the Company designated as
its            % Debentures Due           ,       (herein called the “Debentures”), issued and to be issued under an indenture
dated as of October 1, 2007 (herein called the “Indenture”), between the Company and The Bank of
New York Trust Company, N.A., as Trustee (herein called the “Trustee,” which term



 









 







includes any successor trustee under the Indenture), and under an Authorizing Resolution delivered
to the Trustee by the Company with respect to the issuance of the Debentures, to which Indenture,
Authorizing Resolution and all indentures supplemental thereto reference is hereby made for the
definition of certain terms used herein, for a statement of the respective rights thereunder of the
Company, the Trustee and the Holders of the Debentures, and for the terms upon which the Debentures
are, and are to be, authenticated and delivered. This Debenture is one of a series of securities
issued or to be issued by the Company under the Indenture, limited (except as otherwise provided in
the Indenture) in aggregate principal amount to $            . The Indenture provides that the Securities of
the Company referred to therein (“Securities”), including the Debentures, may be issued in one or
more Series, each of which may consist of one or more issues, which different Series may be issued
in such principal amounts and on such terms (including, but not limited to, terms relating to
interest rate or rates, provisions for determining such interest rate or rates and adjustments
thereto, maturity, redemption (optional and mandatory), sinking fund, covenants and Events of
Default) as may be provided in or pursuant to the Authorizing Resolutions (as defined in the
Indenture) relating to the several Series.



     The Debentures will be redeemable, in whole or in part, at the option of the Company at any
time at a redemption price equal to the greater of (i) 100% of the principal amount of such
Debentures and (ii) as determined by the Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest thereon (not including any
portion of such payments of interest accrued as of the date of redemption) discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate (as defined below) plus       basis points plus, in each case, accrued
interest thereon to the date of redemption.



     “Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Debentures to be
redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Debentures.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than
three such Reference Treasury Dealer Quotations, the average of all such Quotations.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.



     “Reference Treasury Dealer” means (i) Banc of America Securities LLC, Barclays Capital Inc.,
Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, UBS Securities LLC and
their respective successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the
Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Company, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. New York
City time on the third Business Day preceding such redemption date.



 









 





     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each holder of the Debentures to be redeemed. Unless the Company defaults in
payment of the redemption price, on and after the redemption date, interest will cease to accrue on
the Debentures or portions thereof called for redemption.



     The Company shall give the Trustee notice of the redemption price promptly after the
calculation thereof and the Trustee shall not be responsible for such calculation.



     In the event of redemption of this Debenture in part only, a new Debenture or Debentures for
the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender
hereof.



     If an Event of Default with respect to the Debentures, as defined in the Indenture and in the
Authorizing Resolution, shall occur and be continuing, the principal of all the Debentures may be
declared due and payable in the manner and with the effect provided in the Indenture.



     If at any time the Depositary for this Debenture notifies the Company that it is unwilling or
unable to continue as Depositary for this Debenture or if at any time the Depositary shall no
longer be eligible under the Indenture with respect to this Debenture, and if a successor
Depositary eligible under the Indenture for this Debenture is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such ineligibility, the
Company’s election that the Debentures of this Issue be represented by a Global Security shall no
longer be effective with respect to this Debenture, and the Company shall execute, and the Trustee
upon receipt of a Company Order for the authentication and delivery of definitive Debentures shall
authenticate and deliver, Debentures in definitive form in an aggregate principal amount equal to
the principal amount of this Debenture in exchange for this Debenture. If the Company (subject to
applicable law, including any requirements of the Depositary to which the Company is subject
thereunder) determines that the Securities of this Series shall no longer be represented by Global
Securities, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall
authenticate and deliver, Securities of this Series in definitive form and in an aggregate
principal amount equal to the principal amount of the Global Security or Securities representing
this Series in exchange for such Global Security or Securities.



     No Holder of any Securities shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Indenture or for the appointment of a receiver or otherwise, with
respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy
under the Indenture, unless (1) the Trustee shall have received written notice from such Holder of
a continuing Event of Default in respect of such Securities; (2) the Trustee shall have received a
written request from the Holders of not less than 25% in principal amount of the Outstanding
Securities of the Series in respect of which the Event of Default has occurred to institute
proceedings in respect of such Event of Default in its own name as trustee under the Indenture;
(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs,
expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60
days after its receipt of such notice, request and offer of indemnity has failed to institute any
such proceeding; and (5) no direction inconsistent with such written request has been given to the
Trustee during such 60 day period by the Holders of a majority in principal amount of the
Outstanding Securities of such Series.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Debentures under the Indenture at any time by the Company with the consent of the Holders of a
majority in aggregate principal amount of the Securities affected thereby, voting as a single class
(which may include the Debentures), at the time Outstanding, as defined in the Indenture. The
Indenture also contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities at the time Outstanding to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and
binding upon such Holder and upon all future Holders of



 









 







this Debenture and of any Debenture issued on registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent or waiver is made upon this
Debenture.



     No reference herein to the Indenture and no provision of this Debenture or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Debenture at the times, place, and
rate, and in the currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Debenture is registrable on the Security Register of the Company, upon surrender
of this Debenture for registration of transfer at the office or agency of the Company provided for
that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. Notwithstanding any other provision of this Debenture, unless and until
this Debenture is exchanged in whole or in part for Debentures in definitive form, this Debenture
may not be transferred except as a whole by the Depositary for this Debenture to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary for this Debenture
or a nominee of such successor Depositary.



     The Debentures are issuable only as registered Debentures without coupons in denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of
Debentures of a different authorized denomination, as requested by the Holder surrendering the
same.



     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment for registration of transfer of this Debenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Debenture is registered as the owner hereof for all purposes whether or not this Debenture is
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     No recourse shall be had for the payment of the principal of (or premium, if any) or the
interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based
on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and released.



 









 





     Unless the certificate of authentication hereon has been executed by The Bank of New York
Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, or by another
Authenticating Agent appointed pursuant to the Indenture, by the manual signature of one of its
authorized signatories, this Debenture shall not be entitled to any benefit under the Indenture,
nor be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 	 	 	 	 	 	 
	DATED:	 	 	 	ANHEUSER-BUSCH COMPANIES, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	This is one of the Debentures referred to in the within-	 	 	 	By:	 	 	 	 
	mentioned Indenture.	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The Bank of New York Trust Company, N.A., as Trustee	 	 	 	ATTEST:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Authorized Signatory	 	 	 	 	 	 	 	 











 









 





ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations



	 	 	 	 	 	 	 	 	 	 	 
	TEN COM

	 	—
	 	as tenants in common
	 	UNIF GIFT MIN ACT —
	 	                     Custodian
	 	                    
	TEN ENT

	 	—
	 	as tenants by the entireties
	 	 	 	(Cust)
	 	(Minor)
	JT TEN	 	—	 	as joint tenants with right of	 	     Under Uniform Gifts to Minors Act                                        
	      survivorship and not as tenants in common	 	 	 	(State)






Additional abbreviations may also be used though not in the above list.


 


FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto




	 	 	 
	 
	 	 
	 

	 	 
	[PLEASE INSERT SOCIAL SECURITY OR OTHER

	 	[PLEASE PRINT OR TYPE NAME AND ADDRESS
	IDENTIFYING NUMBER OF ASSIGNEE]

	 	INCLUDING ZIP CODE, OF ASSIGNEE]





the within Debenture and all rights thereunder, hereby irrevocably constituting and appointing
such person attorney to transfer such Debenture on the books of the Issuer, with full power of
substitution in the premises.




	 	 	 
	 
	 	 
	 

	 	 
	DATE

	 	SIGNATURE






     NOTICE: The signature must correspond with the name as written upon the face of
the within Debenture in every particular without alteration or enlargement or any
change whatsoever.



 









 




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.





 











 





					
	Number
	 	 
	 	$

CUSIP











% Debenture Due                    ,




	 	 	 	 	 
	Rate of Interest	 	Maturity Date	 	Original Issue Date
	%
	 	 	 	 






     ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation (hereinafter called the “Company,”
which term includes any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the sum of DOLLARS on
the Maturity Date shown above, and to pay interest thereon, at the annual rate of interest shown
above, from the Original Issue Date shown above or from the most recent Interest Payment Date (as
hereinafter defined) to which interest has been paid or duly provided for, payable semi-annually                      on                     and                     of each year and on the Maturity Date (an “Interest Payment Date”), commencing on                     ,      
               .
(Capitalized terms used herein shall have the meanings assigned in the Indenture referred to on the
reverse hereof unless otherwise indicated.)



     The interest payable hereon, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in said Indenture, be paid to the Person in whose name this Debenture (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest, which shall be the                     and                     (whether or not a Business Day) preceding such
Interest Payment Date; provided that interest payable on the Maturity Date shall be paid to the
Person to whom principal is payable. Any such interest not so punctually paid or duly provided for
shall forthwith cease to be payable to the registered Holder on such Regular Record Date, and may
be paid to the Person in whose name this Debenture (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debentures not
less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on which the Debentures
may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in such Indenture. Payment of the principal of (and premium, if any) and interest on this
Debenture will be made at the office or agency of the Company maintained for that purpose in The
Borough of Manhattan, The City of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest, other than interest due on the Maturity Date, may be
made at the option of the Company by check mailed to the address of the Person entitled thereto as
such address shall appear on the Security Register.



     This Debenture is one of a duly authorized issue of Debentures of the Company designated as
its                     % Debentures Due                      ,                     (herein called the “Debentures”), issued and to be issued under an indenture
dated as of October 1, 2007 (herein called the “Indenture”), between the Company and The Bank of
New York Trust Company, N.A., as Trustee (herein called the “Trustee,” which term



 









 







includes any
successor trustee under the Indenture), and under an Authorizing Resolution delivered to the
Trustee by the Company with respect to the issuance of the Debentures, to which Indenture,
Authorizing Resolution and all indentures supplemental thereto reference is hereby made for the
definition of certain terms used herein, for a statement of the respective rights thereunder of the
Company, the Trustee and the
Holders of the Debentures, and for the terms upon which the Debentures are, and are to be,
authenticated and delivered. This Debenture is one of a series of securities issued or to be
issued by the Company under the Indenture, limited (except as otherwise provided in the Indenture)
in aggregate principal amount to $                     . The Indenture provides that the Securities of the Company
referred to therein (“Securities”), including the Debentures, may be issued in one or more Series,
each of which may consist of one or more issues, which different Series may be issued in such
principal amounts and on such terms (including, but not limited to, terms relating to interest rate
or rates, provisions for determining such interest rate or rates and adjustments thereto, maturity,
redemption (optional and mandatory), sinking fund, covenants and Events of Default) as may be
provided in or pursuant to the Authorizing Resolutions (as defined in the Indenture) relating to
the several Series.



     The Debentures will be redeemable, in whole or in part, at the option of the Company at any
time at a redemption price equal to the greater of (i) 100% of the principal amount of such
Debentures and (ii) as determined by the Quotation Agent (as defined below), the sum of the present
values of the remaining scheduled payments of principal and interest thereon (not including any
portion of such payments of interest accrued as of the date of redemption) discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Adjusted Treasury Rate (as defined below) plus           basis points plus, in each case, accrued
interest thereon to the date of redemption.



     “Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Debentures to be
redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of such Debentures.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the
Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (ii) if the Quotation Agent obtains fewer than
three such Reference Treasury Dealer Quotations, the average of all such Quotations.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Company.



     “Reference Treasury Dealer” means (i) Banc of America Securities LLC, Barclays Capital Inc.,
Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated, UBS Securities LLC and
their respective successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), the
Company shall substitute therefor another Primary Treasury Dealer; and (ii) any other Primary
Treasury Dealer selected by the Company.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Company, of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m. New York
City time on the third Business Day preceding such redemption date.



 









 





     Notice of any redemption will be mailed at least 30 days but not more than 60 days before the
redemption date to each holder of the Debentures to be redeemed. Unless the Company defaults in
payment of the redemption price, on and after the redemption date, interest will cease to accrue on
the Debentures or portions thereof called for redemption.



     The Company shall give the Trustee notice of the redemption price promptly after the
calculation thereof and the Trustee shall not be responsible for such calculation.



     In the event of redemption of this Debenture in part only, a new Debenture or Debentures for
the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the surrender
hereof.



     The Company shall offer to repurchase the Debentures upon a Change of Control Triggering
Event, as follows:



     (i) If a Change of Control Triggering Event occurs, unless a notice of redemption has been
mailed to the Holders of the Debentures within 30 days after such Event stating that all of the
Debentures will be redeemed, the Company shall be required to make an offer (the “Change of Control
Offer”) to each Holder of the Debentures to repurchase all or any part of that Holder’s Debentures
on the terms set forth herein. In the Change of Control Offer, the Company shall be required to
offer payment in cash equal to 101% of the aggregate principal amount of Debentures repurchased,
plus accrued and unpaid interest, if any, on the Debentures repurchased to the date of repurchase
(the “Change of Control Payment”). Within 30 days following any Change of Control Triggering
Event, a notice (the “Change of Control Purchase Notice”) shall be mailed to the Holders of the
Debentures (with a copy to the Trustee) describing the transaction that constitutes the Change of
Control Triggering Event and offering to repurchase the Debentures on the date specified in such
notice, which date shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed (the “Change of Control Payment Date”).



     (ii) In order to accept the Change of Control Offer, the Holder must deliver to the Tender
Agent, at least five Business Days prior to the Change of Control Payment Date, each of the
Holder’s Debentures which (or a portion of which) are to be purchased together with the form
attached to the Debentures entitled “Election Form” duly completed, or a telegraph, telex,
facsimile transmission or letter from a member of a national securities exchange, the Financial
Industry Regulatory Authority or a commercial bank or trust company in the United States setting
forth with respect to each such Debenture:



     (A) the name of the Holder of such Debenture;



     (B) the principal amount of such Debenture;



     (C) the principal amount of such Debenture to be repurchased;



     (D) a statement that the Holder is accepting the Change of Control Offer; and



     (E) a guarantee that such Debenture, together with the form entitled “Election Form” duly
completed, will be received by the Tender Agent not later than the Change of Control Payment Date.



     Any exercise by a Holder of its election to accept the Change of Control Offer shall be
irrevocable, may be for less than the entire principal amount of a Debenture and shall be subject
to such administrative requirements not inconsistent with the terms hereof or of the Indenture as
may be required by the Company or the Trustee.



     (iii) On the Change of Control Payment Date, the Company shall, to the extent lawful:



     (A) accept for payment all Debentures or portions of Debentures properly tendered pursuant to
the Change of Control Offer;



     (B) deposit with the Tender Agent an amount equal to the Change of Control Payment in respect
of all Debentures or portions of Debentures properly tendered; and



 









 





     (C) deliver or cause to be delivered to the Trustee the Debentures properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Debentures or portions of
Debentures being repurchased and that all conditions precedent provided for in the Indenture to the
Change of Control Offer and to the repurchase by the Company of Debentures pursuant to the Change
of Control Offer have been complied with.



     (iv) The Company shall not be required to make a Change of Control Offer upon the occurrence
of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by the Company and the
third party purchases all Debentures properly tendered and not withdrawn under its offer. In
addition, the Company shall not be required to repurchase any Debentures if there has occurred and
is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other
than a default in the payment of the Change of Control Payment upon a Change of Control Triggering
Event.



     (v) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Debentures as a result of a Change of Control
Triggering Event. To the extent that the provisions of any such securities laws or regulations
conflict with the Change of Control Offer provisions of the Debentures, the Company shall comply
with those securities laws and regulations and shall not be deemed to have breached its obligations
under the Change of Control Offer provisions of the Debentures by virtue of any such conflict.



     (vi) For purposes of the Change of Control Offer provisions of the Debentures, the following
terms are applicable.



     “Change of Control” means the occurrence of any of the following: (A) the consummation of any
transaction (including, without limitation, any merger or consolidation) the result of which is
that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than the
Company or a Subsidiary thereof) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
under the Exchange Act), directly or indirectly, of more than 50% of the Company’s Voting Stock or
other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged
or changed, measured by voting power rather than number of shares; (B) the direct or indirect sale,
transfer, conveyance or other disposition (other than by way of merger or consolidation), in a
transaction or a series of related transactions, of all or substantially all of the assets of the
Company and its Subsidiaries, taken as a whole, to one or more Persons (other than the Company or a
Subsidiary thereof); or (C) the first day on which a majority of the members of the Company’s Board
of Directors are not Continuing Directors. Notwithstanding the foregoing, a transaction shall not
be deemed to be a Change of Control if (A) the Company becomes a direct or indirect wholly-owned
subsidiary of a holding company and (B) (y) the direct or indirect holders of the Voting Stock of
such holding company immediately following that transaction are substantially the same as the
holders of the Company’s Voting Stock immediately prior to that transaction or (z) immediately
following that transaction no “person” (as that term is used in Section 13(d)(3) of the Exchange
Act), other than a holding company satisfying the requirements of this sentence, is the beneficial
owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.



     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Event.



     “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (A) was a member of such Board of Directors on the date the Debentures were
issued or (B) was nominated for election, elected or appointed to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such Board of Directors at
the time of such nomination, election or appointment (either by a specific vote or by approval of
the



 









 







Company’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by
Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from
any replacement Rating Agency or Rating Agencies selected by the Company.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Rating Agencies” means (A) each of Moody’s and S&P; and (B) if either of Moody’s or S&P
ceases to rate the Debentures or fails to make a rating of the Debentures publicly available for
reasons outside of the Company’s control, a “nationally recognized statistical rating organization”
within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Company as a
replacement agency for Moody’s or S&P, or both of them, as the case may be.



     “Rating Event” means the rating on the Debentures is lowered by each of the Rating Agencies
and the Debentures are rated below an Investment Grade Rating by each of the Rating Agencies within
the 60-day period (which 60-day period shall be extended so long as the rating of the Debentures is
under publicly announced consideration for a possible downgrade by either of the Rating Agencies)
after the earlier of (A) the occurrence of a Change of Control and (B) public notice of the
occurrence of a Change of Control or the Company’s intention to effect a Change of Control;
provided, however, that a Rating Event otherwise arising by virtue of a particular reduction in
rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus
shall not be deemed a Rating Event for purposes of the definition of Change of Control Triggering
Event) if each Rating Agency making the reduction in rating to which this definition would
otherwise apply does not publicly announce or confirm or inform the Trustee in writing at the
Company’s request that the reduction was the result, in whole or in part, of any event or
circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control has occurred at the time of the Rating
Event).



     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.



     “Tender Agent” means the Trustee or a tender agent selected by the Company which meets the
requirements of Section 609 of the Indenture, as specified in the Change of Control Purchase
Notice.



     “Voting Stock” means, with respect to any specified “person” (as that term is used in Section
13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time
entitled to vote generally in the election of the board of directors of such person.



     If an Event of Default with respect to the Debentures, as defined in the Indenture and in the
Authorizing Resolution, shall occur and be continuing, the principal of all the Debentures may be
declared due and payable in the manner and with the effect provided in the Indenture.



     If at any time the Depositary for this Debenture notifies the Company that it is unwilling or
unable to continue as Depositary for this Debenture or if at any time the Depositary shall no
longer be eligible under the Indenture with respect to this Debenture, and if a successor
Depositary eligible under the Indenture for this Debenture is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such ineligibility, the
Company’s election that the Debentures of this Issue be represented by a Global Security shall no
longer be effective with respect to this Debenture, and the Company shall execute, and the Trustee
upon receipt of a Company Order for the authentication and delivery of definitive Debentures shall
authenticate and deliver, Debentures in definitive form in an aggregate principal amount equal to
the principal amount of this Debenture in exchange for this Debenture. If the Company (subject to
applicable law, including any requirements of the Depositary to which the Company is subject
thereunder) determines that the Securities of this Series shall no longer be represented by Global
Securities, the Company shall execute, and the Trustee, upon



 









 







receipt of a Company Order, shall
authenticate and deliver, Securities of this Series in definitive form and in an aggregate
principal amount equal to the principal amount of the Global Security or Securities representing
this Series in exchange for such Global Security or Securities.



     No Holder of any Securities shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Indenture or for the appointment of a receiver or otherwise, with
respect to the Indenture or for the appointment of a receiver or trustee, or for any other remedy
under the Indenture,
unless (1) the Trustee shall have received written notice from such Holder of a continuing
Event of Default in respect of such Securities; (2) the Trustee shall have received a written
request from the Holders of not less than 25% in principal amount of the Outstanding Securities of
the Series in respect of which the Event of Default has occurred to institute proceedings in
respect of such Event of Default in its own name as trustee under the Indenture; (3) such Holder or
Holders have offered to the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its
receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and (5) no direction inconsistent with such written request has been given to the Trustee during
such 60 day period by the Holders of a majority in principal amount of the Outstanding Securities
of such Series.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Debentures under the Indenture at any time by the Company with the consent of the Holders of a
majority in aggregate principal amount of the Securities affected thereby, voting as a single class
(which may include the Debentures), at the time Outstanding, as defined in the Indenture. The
Indenture also contains provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities at the time Outstanding to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Debenture shall be conclusive and
binding upon such Holder and upon all future Holders of this Debenture and of any Debenture issued
on registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent or waiver is made upon this Debenture.



     No reference herein to the Indenture and no provision of this Debenture or of the Indenture
shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay
the principal of (and premium, if any) and interest on this Debenture at the times, place, and
rate, and in the currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Debenture is registrable on the Security Register of the Company, upon surrender
of this Debenture for registration of transfer at the office or agency of the Company provided for
that purpose, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. Notwithstanding any other provision of this Debenture, unless and until
this Debenture is exchanged in whole or in part for Debentures in definitive form, this Debenture
may not be transferred except as a whole by the Depositary for this Debenture to a nominee of such
Depositary or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor Depositary for this Debenture
or a nominee of such successor Depositary.



     The Debentures are issuable only as registered Debentures without coupons in denominations of
$1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain
limitations therein set forth, Debentures are exchangeable for a like aggregate principal amount of
Debentures of a different authorized denomination, as requested by the Holder surrendering the
same.



 









 





     No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.



     Prior to due presentment for registration of transfer of this Debenture, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Debenture is registered as the owner hereof for all purposes whether or not this Debenture is
overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     No recourse shall be had for the payment of the principal of (or premium, if any) or the
interest on this Debenture, or for any claim based hereon, or otherwise in respect hereof, or based
on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator,
stockholder, officer or director, as such, past, present or future, of the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and released.



     Unless the certificate of authentication hereon has been executed by The Bank of New York
Trust Company, N.A., the Trustee under the Indenture, or its successor thereunder, or by another
Authenticating Agent appointed pursuant to the Indenture, by the manual signature of one of its
authorized signatories, this Debenture shall not be entitled to any benefit under the Indenture,
nor be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 	 	 	 	 
	DATED:	 	 	 	ANHEUSER-BUSCH COMPANIES, INC.
	 
	 	 	 	 	 	 	 	 
	This is one of the Debentures referred to
in the within-	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	mentioned Indenture.
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	The Bank of New York Trust Company, N.A.,
as Trustee	 	 	 	ATTEST:
	 
	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Authorized Signatory	 	 	 	 	 	 











 









 





ELECTION FORM




     If you elect to have this Debenture purchased by the Company upon a Change of Control
Triggering Event, check this box: o



     If you want to elect to have only part of this Debenture purchased by the Company upon a
Change of Control Triggering Event, state the principal amount to be purchased in part (must be
integral multiples of $1,000): $                                                                            
     and specify the
denomination or denominations (which shall not be less than the minimum authorized denomination) of
the Debentures to be issued to the Holder for the portion of the within Debenture not being
repurchased (in the absence of any such specification, one such Debenture will be issued for the
portion not being repurchased):                                         .



	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Your Signature:
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	(Sign exactly as your name appears on
the other side of the Debenture)
	 
	 	 	 	 	 	 





	 	 	 	 	 
	Signature Guarantee:
	 	 	 	 
	 

	 	 

(Signature must be guaranteed)
	 	 





The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers,
savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended.




ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations



	 	 	 	 	 	 	 	 	 	 	 
	    TEN COM

	 	—
	 	as tenants in common
	 	UNIF GIFT MIN ACT —
	 	                     Custodian
	                     
	    TEN ENT

	 	—
	 	as tenants by the entireties
	 	 	 	(Cust)
	 	(Minor)   
	    JT TEN	 	 	 	—      as joint tenants with right of	 	          Under Uniform Gifts to Minors Act                                         
	      survivorship and not as tenants in common	 	 	 	(State)





Additional abbreviations may also be used though not in the above list.
 





FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto




	 	 	 
	 
	 	 
	[PLEASE INSERT SOCIAL SECURITY OR OTHER 

IDENTIFYING NUMBER OF ASSIGNEE]
	 	[PLEASE PRINT OR TYPE NAME AND ADDRESS

INCLUDING ZIP CODE, OF ASSIGNEE]






the within Debenture and all rights thereunder, hereby irrevocably constituting and appointing
such person attorney to transfer such Debenture on the books of the Issuer, with full power of
substitution in the premises.




	 	 	 
	 
	 	 
	DATE
	 	SIGNATURE






     NOTICE: The signature must correspond with the name as written upon the face of
the within Debenture in every particular without alteration or enlargement or any
change whatsoever.