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                                                               Exhibit 10.5

                       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 grant.

            (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 alternative Awards.

       (b) Notwithstanding any other provisions of this Plan: (i) the
maximum number of shares underlying Awards (other than Restricted Stock)
that may be granted to any Eligible Person during any calendar year shall be
1,500,000, subject to adjustment as provided in Section 10; and (ii) the
maximum number of shares of Restricted Stock that may be granted to any
Eligible Person during any calendar year shall be 375,000, subject to
adjustment as provided in Section 10.

       (c) In its discretion, the Company may issue treasury shares or
authorized but unissued shares, but shall issue treasury shares to the
extent required by the Committee or applicable law. Shares of Stock may be
represented by certificates or may be issued in uncertificated form, as
determined by the Company from time to time.

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SECTION 3.       ELIGIBILITY.

       Officers and management employees of the Company, Subsidiaries, or
Affiliates shall be eligible to receive Awards under this Plan. A director
of the Company, a Subsidiary, or an Affiliate shall be eligible only if he
or she also is an officer or management employee of at least one such
entity. Notwithstanding the foregoing, persons employed only by Affiliates
shall not be eligible to receive ISOs.

SECTION 4.       GENERAL PROVISIONS RELATING TO AWARDS.

       (a) Subject to the limitations in this Plan, the Committee may cause
the Company to grant Awards to such Eligible Persons, at such times, of such
types, in such amounts, for such periods, becoming exercisable or otherwise
vesting at such times, with such features, with such option prices, purchase
prices or base prices, and subject to such other terms, conditions, and
restrictions as the Committee deems appropriate. Each Award shall be
evidenced by a written Award Document, which (as determined by the
Committee) may be a formal agreement between the Company and the Recipient
or a communication by the Company to the Recipient. The Award Document may
be written and transmitted on paper, electronically, or using any other
medium selected by the Committee, and may be set forth in a single document
or in several documents. In granting an Award, the Committee may take into
account any factor it deems appropriate and consistent with the purposes of
this Plan. Awards may be granted as additional compensation, or in lieu of
other compensation. The payment or issuance of any cash or shares of Stock
to a Recipient, and the vesting or delivery of any shares of Restricted
Stock, may be deferred to a later date if and as provided in the Award
Document. Deferrals may be for such periods and upon such terms and
conditions (including the provision of interest equivalents, dividends or
dividend equivalents, or other return) as the Committee may determine.

       (b) Except as otherwise provided in this Plan, one or more Awards may
be granted separately or as alternatives to each other. If Awards are
alternatives to each other:

             (i) the exercise of all or part of one automatically shall
       cause an immediate equal and corresponding termination of the other;

            (ii) if one of the alternative Awards is Restricted Stock, the
       vesting of all or part of such Stock shall cause an immediate equal
       and corresponding termination of the other Award; and

           (iii) unless the Award Document or the Committee expressly
       permit otherwise, alternative Awards which are transferable may be
       transferred only as a unit, and alternative Awards which are
       exercisable must be exercisable by the same person or persons.

       (c) Award Documents may contain any provision approved by the
Committee relating to the period for exercise or vesting after termination
of employment, and relating to the circumstances under which a termination
is deemed to occur. Except to the extent otherwise expressly provided in the
Award Document or determined by the Committee, termination of employment
includes the separation of a Recipient, directly or through the separation
of his or her Employer, from the group of companies comprised of the Company
and its Subsidiaries and Affiliates for any reason, including: (i)
separation of the Recipient by reason of death, permanent or indefinite
disability, retirement, resignation, dismissal, permanent or indefinite
layoff, or other event having a similar

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effect; and (ii) separation of the Employer by any method which results in
the Employer ceasing to be a Subsidiary or an Affiliate.

       (d) Award Documents may, in the discretion of the Committee, contain
a provision permitting a Recipient to designate the person who may exercise
an Award after the Recipient's death, either by will or by appropriate
notice to the Company. The Committee may impose such conditions and
limitations on such designations as it deems appropriate.

       (e) A Recipient shall have none of the rights of a shareholder with
respect to shares of Stock which underlie his or her Award until shares are
issued in his or her name.

       (f) Except as otherwise provided in an Award Document pursuant to
this Section, Awards shall not be transferable other than by will or the
laws of descent and distribution, and shall be exercisable during the
Recipient's lifetime only by the Recipient or his or her guardian or legal
representative. However, except in the case of ISOs and Awards which are
alternatives to ISOs, the Committee may expressly provide in any Award
Document that the Award is transferable. Transferability (if permitted) may
be subject to such conditions and limitations as the Committee deems
appropriate.

       (g) Notwithstanding Section 15(a), in its discretion the Committee
may provide in any Award Document for the acceleration of vesting or the
termination of any condition, restriction, or forfeiture provision upon the
happening of any specified event (including, for example, an event which
results in an Acceleration Date).

       (h) Subject to Section 15(a) in the case of ISOs, and subject to any
express limitations contained in the applicable Award Document: (i) the
Committee may accelerate vesting or waive or terminate any condition,
restriction, or forfeiture provision of any Award at any time and for any
reason; and (ii) the Committee may amend an Award Document after grant at
any time and for any reason so long as such amendment is not inconsistent
with this Plan.

       (i) No exercisable Award by its terms shall be exercisable after the
expiration of ten years from the date it is granted.

SECTION 5.       OPTIONS AND SARS.

       (a) Except as provided in Section 10, the option price per share of
Options or the base price of SARs shall not be less than Fair Market Value
per share of Stock on the Options' or the SARs' grant date, except that SARs
which are alternatives to Options but which are granted at a later time may
have a base price equal to the option price even though the base price is
less than Fair Market Value on the date the SARs are granted.

       (b) The grant of Options and their related Award Document must
identify the Options either as ISOs or as NQSOs.

       (c) If Options, SARs, and/or Limited Rights are granted as
alternatives to each other, the option prices and the base prices (as
applicable) shall be equal and the expiration dates shall be the same.

       (d) In the case of SARs, the Award Document may specify the form of
payment or may provide that the form is to be determined at a later date,
and may require the satisfaction of any rules or conditions in connection
with receiving payment in any particular form.

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       (e) Notwithstanding any other provision of Sections 4 or 5: (i) no
Options or SARs shall be granted in exchange for so-called "underwater"
Options or SARs (which have option or base prices in excess of the
then-current Fair Market Value per share of Stock), nor shall underwater
Options or SARs be amended to reduce their option or base price; and, (ii)
no Options or SARs shall contain a so-called "reload" feature under which
additional Options or SARs are granted automatically to Recipients upon
exercise of the original Options or SARs.

SECTION 6.       LIMITED RIGHTS.

       (a) The Committee shall have authority to grant a special type of
stock appreciation rights ("Limited Rights") to any Recipient of any Options
or SARs granted under this Plan (the "Related Award"). Limited Rights are
stock appreciation rights which are exercisable only after the occurrence of
one or more extraordinary events specified by the Committee; such events may
include, for example, the events which result in an Acceleration Date.
Limited Rights shall not be granted separately, but shall be granted only as
alternatives to their Related Award. Limited Rights may be granted either at
the time of grant of the Related Award or at any time thereafter during its
term. Limited Rights shall be exercisable or payable at such times, payable
in such amounts, and subject to such other terms, conditions, and
restrictions as the Committee deems appropriate.

       (b) The Committee shall place on any Limited Rights for which the
Related Awards are ISOs such restrictions as may be required by the Code at
the time of grant, and shall amend this Plan accordingly to the extent
required by the Code.

SECTION 7.       RESTRICTED STOCK.

       (a) "Restricted Stock" means Stock issued to a Recipient which is
nontransferable and is subject to forfeiture upon the happening of such
events or conditions, or upon the failure to satisfy such requirements or
conditions, as the Committee specifies in the Award Document or otherwise.
Stock issued upon the exercise of Options or SARs is not "Restricted Stock"
for purposes of this Plan, even if subject to post-issuance transfer
restrictions or forfeiture conditions. When Restricted Stock vests, it
ceases to be "Restricted Stock" for purposes of this Plan.

       (b) The certificate representing shares of Restricted Stock issued in
the name of a Recipient may be held by the Company and/or may have a legend
placed upon it to the effect that the shares represented by it are subject
to, and may not be transferred except in accordance with, this Plan and the
related Award Document. Cash dividends relating to shares of Restricted
Stock may be paid to the Recipient or held by the Company for the
Recipient's benefit, and if held may be made subject to the transfer
restrictions, forfeiture risks, and vesting conditions of the Restricted
Stock, as the Committee may provide in the Award Document or otherwise; if
dividends are held by the Company, the Committee may require that the
Company provide for interest equivalents or other return on any cash
dividends at such rate(s) and time(s) as the Committee provides in the Award
Document or otherwise. Any Stock or other securities issuable in respect of
Restricted Stock pursuant to an event specified in Section 10(a) of this
Plan shall be subject to the Award Document related to such Restricted Stock
and all of the transfer restrictions, forfeiture risks, and vesting
conditions pertaining thereto.

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SECTION 8.       STOCK ISSUANCE, PAYMENT, AND WITHHOLDING.

       (a) The Recipient of Options may pay the option price in cash, Stock
(including shares of previously-owned Stock or Stock issuable in connection
with the Award, but not including shares of Restricted Stock), or other
property, to the extent permitted or required by the Award Document or the
Committee from time to time.

       (b) Except to the extent prohibited by applicable law, the Committee
or the Company may take any necessary or appropriate steps in order to
facilitate the payment of an option price. The Committee may permit deemed
or constructive transfers of shares in lieu of actual transfer and physical
delivery of certificates. The Committee may require satisfaction of any
rules or conditions in connection with paying the option price at any
particular time or in any particular form.

       (c) If shares used to pay the option price of Options are subject to
any transfer or other restrictions, an equal number of the shares of Stock
purchased shall be made subject to such prior restrictions in addition to
any further restrictions imposed on such purchased shares by the terms of
the Award Document or Plan.

       (d) After the obligation arises to collect and pay Required
Withholding Taxes, the Recipient shall reimburse the Company or Employer (as
required by the Committee or Company) for the amount of such Required
Withholding Taxes in cash, unless the Award Document or the Committee
permits or requires payment in another form. In the discretion of the
Committee or its delegate and at the Recipient's request, the Committee or
its delegate may cause the Company or Employer to pay to the appropriate
taxing authority withholding taxes in excess of Required Withholding Taxes
on behalf of a Recipient, which shall be reimbursed by the Recipient in any
manner determined by the Company or the Committee from time to time. In the
Award Document or otherwise, the Committee may allow a Recipient to
reimburse the Company or Employer for payment of withholding taxes with
shares of Stock or other property. The Committee may require the
satisfaction of any rules or conditions in connection with any non-cash
payment of withholding taxes.

       (e) If provided in the Award Document relating to an ISO, the
Committee may (i) cause the Company to hold the shares of Stock issued in
the Recipient's name upon exercise, or (ii) prohibit the transfer by a
Recipient of such shares into the name of a nominee and require the
placement of a legend on certificates for such shares reflecting such
prohibition.

SECTION 9.       FORFEITURES.

       In its discretion, the Committee may adopt and amend any policies,
and may include in any Award Document any provisions relating to,
forfeitures. Such forfeiture provisions may include, for example,
prohibitions on competing with the Company and its Subsidiaries and
Affiliates and on engaging in other detrimental conduct. Forfeiture
provisions for one Award type may differ from those for another type, and
also may differ among Awards of the same type granted at different times or
to Recipients in different circumstances. As used in this Plan, a
"forfeiture" of an Award includes the recapture of Stock issued or other
economic benefits derived from an Award, as well as the forfeiture of an
Award itself; however, the Committee may define the term more narrowly for
specific Award Documents.

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SECTION 10.      ADJUSTMENTS AND ACQUISITIONS.

       (a) Subject to Section 10(c), in the event that the Committee shall
determine that, as a result of any dividend or other distribution (whether
in the form of cash, Stock, other securities, or other property), stock
split, reverse stock split, recapitalization, reorganization, merger,
consolidation, split-up, split-off, spin-off, combination, repurchase, or
exchange of Stock or other securities of the Company, issuance of warrants
or other rights to purchase Stock or other securities of the Company, or any
other similar corporate transaction, change, or event, an adjustment is
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under outstanding Awards or
under the Plan (an "Adjustment Event"), then the Committee shall, in such
manner as it may deem equitable, adjust any or all of:

             (i) the number and types of shares of Stock (or other
       securities or property) subject to outstanding Awards;

            (ii) the limitations on grants of Awards, ISOs, and Restricted
       Stock set forth in Section 2(a) of this Plan, and the limitations on
       grants to any Eligible Person during any calendar year set forth in
       Sections 2(b)(i) and 2(b)(ii) of this Plan (collectively the "Share
       Limitations"); and

           (iii) the option price, base price, or other similar price with
respect to any Award.

Alternatively to (i) and (iii), if there is an Adjustment Event and the
Committee deems it appropriate, it may provide for cash payments to holders
of outstanding Awards.

       (b) Subject to Section 10(c), in the event of an acquisition by the
Company by means of a merger, consolidation, acquisition of property or
stock, reorganization or otherwise, the Committee shall be authorized:

             (i) to cause the Company to issue Awards or assume stock
       options, stock appreciation rights, or restricted stock issued by the
       acquired company, whether or not in a transaction to which Section
       424(a) of the Code applies, by means of issuance of new Awards in
       substitution for, or an assumption of, previously issued options,
       rights, or restricted stock, but only if and to the extent that such
       issuance or assumption is consistent with the other provisions of
       this Plan and any applicable law, and/or

            (ii) to increase the Share Limitations to reflect such issuance
       or assumption.

       (c) The Committee shall not make an adjustment under Section 10(a),
issue Awards or assume options, rights, or restricted stock under
Section 10(b)(i), or increase the Share Limitations under Section 10(b)(ii),

             (i) to the extent such action would affect ISOs or the Share
       Limitation relating to ISOs and would require shareholder approval
       under Section 422 of the Code, or

            (ii) to the extent such action would affect the Share Limitation
       set forth in Section 2(b) of this Plan and would require shareholder
       approval in order to qualify such Awards, such assumed options,
       rights, or restricted stock, or Awards granted thereafter as
       performance-based compensation under Section 162(m) of the Code,

unless such action(s) by the Committee are made subject to shareholder
approval and are so approved by the shareholders.

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       (d) In the event that the Board approves any merger or consolidation
of the Company with or into any other corporation or business entity as a
result of which the Company shall not be the surviving corporation, with
respect to each Award, either (i) the Committee shall, in such manner as it
may deem equitable, cause such Award to vest prior to the effective date of
such merger or consolidation or (ii) the Committee or the Board shall
approve arrangements to substitute an award issued by the surviving
corporation for such Award on terms and conditions deemed equitable by the
Committee or the Board.

SECTION 11.      ACCELERATION AND VESTING.

       (a) An "Acceleration Date" occurs when any of the following events
occur:

             (i) any Person (as defined herein) becomes the beneficial owner
       directly or indirectly (within the meaning of Rule 13d-3 under the
       Act) of more than 30% of the Company's then outstanding voting
       securities (measured on the basis of voting power);

            (ii) the shareholders of the Company approve a definitive
       agreement of merger or consolidation with any other corporation or
       business entity, other than a merger or consolidation that would
       result in the voting securities of the Company outstanding
       immediately prior to the consummation of the merger or consolidation
       continuing to represent (either by remaining outstanding or by being
       converted into voting securities of the surviving entity) at least
       50% of the combined voting power of the voting securities of the
       surviving entity of such merger or consolidation outstanding
       immediately after such merger or consolidation;

           (iii) Continuing Directors cease to constitute at least a
       majority of the directors of the Company; or

            (iv) the shareholders of the Company approve a plan of complete
       liquidation or dissolution of the Company or an agreement for the
       sale or disposition by the Company of all or substantially all the
       Company's assets.

       An Acceleration Date as described in (i) above shall not occur as a
result of the ownership of voting securities by (A) the Company or any of
its Subsidiaries, (B) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its Subsidiaries or (C) a
corporation owned, directly or indirectly, by the shareholders of the
Company in substantially the same proportions as their ownership of Stock.
Securities held by an underwriter pursuant to an offering of such securities
for a period not to exceed 40 days shall be deemed to be outstanding but
shall not be deemed to be beneficially owned by such underwriter for
purposes of clause (i) above.

       For purposes of this Section 11(a), (X) "Affiliate" and "Associate"
shall have the respective meanings ascribed to such terms in Rule 12b-2
under the Act; (Y) "Continuing Directors" shall mean any directors of the
Company who either (i) were directors of the Company on the date of adoption
of the Plan, or (ii) became directors of the Company subsequent to such date
and whose election or nomination for election by the shareholders of the
Company was duly approved, either by a specific vote or by approval of the
proxy statement issued by the Company in which such individuals were named
as nominees for director of the Company, by a majority of the Continuing
Directors who were at the time of election or nomination directors of the
Company; and (Z) "Person" shall mean any individual, firm, corporation,
partnership or other entity and shall include the Affiliates and Associates
of such Person.

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       (b) If an Acceleration Date occurs while Awards remain outstanding
under this Plan, then all Awards shall vest. This Section shall apply to
ISOs notwithstanding Section 15(a).

       (c) When Awards (other than Restricted Stock) "vest," they become
fully exercisable. Vesting does not mean that such an Award becomes
non-forfeitable, except to the extent provided in the Award Document or
otherwise by the Committee pursuant to Sections 4(g) or 4(h) above. When
shares of Restricted Stock "vest," they become non-forfeitable (except for
any forfeiture conditions which this Plan or the Award Document expressly
provides shall survive vesting) and freely transferable (except for any
legal restrictions imposed on transfers by the Securities Act of 1933, as
amended, or other applicable securities laws).

SECTION 12.      ADMINISTRATION.

       (a) This Plan shall be administered by the Stock Option Plans
Committee of the Board, or another committee appointed by the Board from
time to time, consisting of three or more persons, each of whom at all times
shall be a member of the Board and none of whom shall be an officer or
employee of the Company or any of its Subsidiaries at the time of service.
Committee members shall not be eligible for selection to receive Awards
under this Plan.

       (b) During any time when one or more Committee members may not be
qualified to serve under Rule 16b-3, under Section 162(m) of the Code, or
under any other rule or law which contains special qualifications for
Committee members in order to avoid a penalty or to obtain a benefit, the
Committee may form a sub-Committee from among its qualifying members. The
sub-Committee may act, in lieu of the full Committee, with respect to all or
any category of Awards granted or to be granted to all or any group of
Recipients, and may take other actions deemed appropriate and convenient to
prevent, control, minimize, or eliminate any penalties, loss of benefits, or
other adverse effects of such potential disqualification. Any such
sub-Committee shall have the full authority of the full Committee under this
Plan, except to the extent the full Committee limits the sub-Committee's
powers.

       (c) At the Committee's request or on its own motion, the Board may
ratify or approve grants, or any terms of any grants, made by the Committee
during any time that any member of the Committee may not be qualified to
approve such grants or terms under Rule 16b-3 or any other rule or law.

       (d) A majority of the members of the Committee shall constitute a
quorum. The acts of a majority of the members present at any meeting at
which a quorum is present, or acts approved in writing by all of the members
of the Committee, shall be the acts of the Committee. The Committee may meet
in person, by telephone or television conference, or in any other manner
(unless prohibited by applicable law). From time to time the Committee may
adopt, amend, and rescind such rules and regulations for carrying out this
Plan and implementing Award Documents, and the Committee may take such
action in the administration of this Plan, as it deems proper. The
interpretation of any provisions of this Plan by the Committee shall be
final and conclusive unless otherwise determined by the Board.

       (e) To the extent the Committee deems it convenient and appropriate,
the Committee may delegate such of its powers and duties, including (among
other things) its power to grant Awards, to one or more officers of the
Company. Any such delegation shall be subject to such limitations and
conditions as the Committee deems appropriate. However, notwithstanding the
foregoing: (i) the power to grant Awards may not be delegated to an officer
who is not also a director of the Company

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except in conformity with applicable Delaware law; and, (ii) no officer may
grant Awards to him- or herself or to his or her superiors unless such
grants are ratified by the Committee or the Board.

SECTION 13.      AMENDMENT, TERMINATION, SHAREHOLDER APPROVAL.

       (a) The Board may amend or terminate this Plan at any time, except
that without the approval of the Company's shareholders, no amendment shall
(i) increase the maximum number of shares issuable, or the maximum number of
shares for which ISOs may be granted, under this Plan, (ii) change the class
of persons eligible to receive ISOs, (iii) change the annual limit on Awards
which may be granted to an Eligible Person provided in Section 2(b), or (iv)
change the provisions of this Section 13(a).

       (b) The Committee may amend this Plan from time to time to the extent
necessary to (i) comply with Rule 16b-3 and, to the extent it deems
appropriate, (ii) prevent benefits under this Plan from constituting
"applicable employee remuneration" within the meaning of Section 162(m) of
the Code.

       (c) No Awards may be granted under this Plan after April 21, 2008.

       (d) The approval by shareholders shall consist of the approving vote
of the holders of a majority of the outstanding shares of Stock present (in
person or by proxy) and voted (for or against) at a meeting of the
shareholders at which a quorum is present, unless a greater vote is required
by the Company's charter or by-laws, by the Board, by the Company's
principal stock exchange, or by applicable law (including Delaware law, Rule
16b-3, or Section 162(m) of the Code).

SECTION 14.      DEFINITIONS.

       (a) "Acceleration Date" has the meaning given in Section 11(a).

       (b) "Act" means the Securities Exchange Act of 1934, as amended from
time to time.

       (c) "Adjustment Event" has the meaning given in Section 10(a).

       (d) "Affiliate" means any entity in which the Company has a
substantial direct or indirect equity interest (other than a Subsidiary),
but only if expressly so designated by the Committee from time to time.
Without limiting the generality of the foregoing, the term "Affiliate" shall
not include any beer wholesaler or distributor in which Anheuser-Busch
Investment Capital Corporation or other Subsidiary invests, unless the
Committee expressly determines otherwise; the committee may also revoke or
reinstate any such designation from time-to-time.

       (e) "Award" means a grant of ISOs, NQSOs, SARs, Limited Rights, or
Restricted Stock.

       (f) "Award Document" means the written agreement or other document
referred to in Section 4(a) evidencing an Award.

       (g) "Board" means the Board of Directors of the Company.

       (h) Options "cease to qualify as ISOs" when they fail or cease to
qualify for the exclusion from income provided in Section 421 (or any
successor provision) of the Code.

       (i) "Code" means the U.S. Internal Revenue Code as in effect from
time to time.

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       (j) "Committee" means the committee of the Board described in Section
12 hereof and any sub-committee established by such committee pursuant to
Section 12(b).

       (k) "Company" means Anheuser-Busch Companies, Inc. and its
successors.

       (l) "Eligible Person" means a person who is eligible to receive an
Award under Section 3 of this Plan.

       (m) "Employer" means the Company, the Subsidiary, or the Affiliate
which employs the Recipient.

       (n) "Fair Market Value" of Stock on a given valuation 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 quotation
service 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 valuation date on the principal stock exchange or
quotation system in the U.S. on which Stock is listed or quoted (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 Code. If
no sale of Stock occurs on such valuation date, but there were sales
reported within a reasonable period both before and after such valuation
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
valuation date shall be used, with the average to be weighted inversely by
the respective numbers of trading days between the selling dates and such
valuation date.

       (o) "Forfeiture" has the meaning given in Section 9.

       (p) "ISO" or "Incentive Stock Option" means an option to purchase one
share of Stock for a specified option price 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.

       (q) "Limited Right" has the meaning given in Section 6.

       (r) "NQSO" or "Non-Qualified Stock Option" means an option to
purchase one share of Stock for a specified option price which is designated
by the Committee as a "Non-Qualified Stock Option," or which is designated
by the Committee as an ISO but which ceases to qualify as an ISO.

       (s) "Option" means an ISO or an NQSO.

       (t) "Optionee" means a person to whom Options are granted pursuant to
this Plan.

       (u) "Plan" means the Anheuser-Busch Companies, Inc. 1998 Incentive
Stock Plan, as amended from time to time.

       (v) "Recipient" means an Eligible Person to whom an Award is granted
pursuant to this Plan.

       (w) "Reporting Person," as of a given date, means a Recipient 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.

       (x) "Restricted Stock" has the meaning given in Section 7.

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

       (z) "Share Limitations" has the meaning given in Section 10(a).

       (aa) "SAR" means a stock appreciation right, which is a 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 include a Limited Right.

       (bb) "Stock" means shares of the common stock of the Company, par
value $1.00 per share, or such other class or kind of shares or other
securities as may be applicable under Section 10.

       (cc) "Subsidiary" means a "subsidiary corporation" of the Company as
defined in Section 424(f) (or any successor provision) of the Code, other
than corporations expressly excluded by the Committee from time-to-time.

       (dd) "Vest" has the meaning given in Section 11(c).

       (ee) "Required Withholding Taxes" means, in connection with the
exercise of or other taxable event relating to an Award, the total amount of
Federal and state income taxes, social security taxes, and other taxes which
the Employer of the Recipient is required to withhold.

SECTION 15.      MISCELLANEOUS.

       (a) Each provision of this Plan and the Award Documents relating to
ISOs shall be construed so that all ISOs shall be "incentive stock options"
as defined in Section 422 of the Code or any statutory provision that may
replace Section 422, and any provisions thereof which cannot be so construed
shall be disregarded, subject however to Sections 4(g) and 11(b) and
provided that Award Documents are permitted to have provisions which cause
Options which qualify as ISOs at the time of grant to cease to qualify as
ISOs at a later time or upon the happening of a later event. No discretion
granted or allowed to the Committee under this Plan shall apply to ISOs
after their grant except (i) to the extent the related Award Document shall
so provide or (ii) to the extent that the application of such discretion
would not cause such ISOs to cease to qualify as ISOs. Notwithstanding the
foregoing, nothing shall prohibit an amendment to or action regarding
outstanding ISOs which would cause them to cease to qualify as ISOs, so long
as the Company and the Recipient shall consent to such amendment or action.

       (b) Without amending this Plan, Awards may be granted to Eligible
Persons who are foreign nationals or who are employed outside the United
States or both, on such terms and conditions different from those specified
in this Plan as may, in the judgment of the Committee, be necessary or
desirable to further the purposes of this Plan. Such different terms and
conditions may be reflected in Addenda to this Plan. However, no such
different terms or conditions shall be employed if such terms or conditions
constitute, or in effect result in, an increase in the aggregate number of
shares which may be issued under this Plan or a change in the definition of
Eligible Person.

       (c) Notwithstanding any other provision in this Plan, the Committee
shall not act with respect to any Reporting Person in a manner which would
result in a forfeiture under Section 16(b) of the Act of some or all of the
economic benefits relating to his or her Awards, without in each case the
written consent of such Reporting Person.

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       (d) Nothing in this Plan or any Award Document shall confer on any
person any expectation to continue in the employ of his or her Employer, or
shall interfere in any manner with the absolute right of the Employer to
change or terminate such person's employment at any time for any reason or
for no reason.


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