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                                                                  Exhibit 10.7

               ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN

I.     NAME OF THE PLAN

The name of the plan is the Anheuser-Busch Global Employee Stock Purchase Plan,
hereinafter referred to as the Plan.

II.    PURPOSE

The purpose of the Plan is to advance the interest of Anheuser-Busch Companies,
Inc. and its Subsidiaries by encouraging ownership of shares in the Company by
employees of the Company and its Subsidiaries located outside the United States,
improving their long-term incentives and aligning their interests with those of
the shareholders of Anheuser-Busch Companies, Inc.

III.   RULES

1.     Definitions
       -----------

       As used in this Plan:

       a)  "Compensation" means:

           1)  for salaried employee, basic or regular salary paid, and

           2)  for hourly employees, actual pay for regularly scheduled
               working hours actually worked, paid vacations and paid
               holidays, and

           3)  in neither case, including other forms of remuneration such as
               bonus, overtime, salary continuance, severance pay, redundancy
               pay, termination indemnities or other post-employment benefits;

           all except as may be determined by the Company from time to time and
           place to place consistent with local law.

       b)  "Board" means the Board of Directors of the Company.

       c)  "Booked Shares" means Shares owned by a Participant which are held in
           his or her name by the Broker.

       d)  "Broker" means the securities broker selected by the Company to
           execute transactions pursuant to the Plan and to hold the Booked
           Shares.

       e)  "Commencement Date" means March 1, 1999 or a later date to be chosen
           by the Company with respect to any location.


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       f)  "Company" means Anheuser-Busch Companies, Inc.

       g)  "Eligible Employee" means any individual who is employed on a regular
           basis by an Employer in a location outside the United States and
           Puerto Rico and is on the regular payroll of the Employer for that
           location; provided, any employees who:

           1)  are eligible to participate in any 401(k) plan maintained for
               employees of the Company and its Subsidiaries;

           2)  are not permitted to participate by reason of local law or
               regulation;

           3)  are required to report their trading in Shares pursuant to
               Section 16 of the United States Securities Exchange Act of 1934;

           4)  are classified as temporary employees, leased employees or
               independent contractors; or

           5)  are otherwise excluded by the Company under uniform and
               consistent rules

           shall not be Eligible Employees unless required by local law.

       h)  "Employer" means the Company and any Subsidiary or division or branch
           of the Company or a Subsidiary with operations outside the United
           States which agrees in writing to be an Employer, subject to the
           consent of the Company.

       i)  "Market Price" on a particular day means the closing price of a Share
           in United States currency on that day, as reported in the West Coast
           edition of The Wall Street Journal, New York Stock Exchange
           Transactions-Composite Transactions.

       j)  "Offering Date" means the date of inception of the Plan at a
           particular location with respect to Eligible Employees at that
           location on the date of inception there, and any subsequent March 1
           on which the Company determines to make another offer of Shares to
           Eligible Employees at that location in accordance with the Plan.

       k)  "Participant" means an Eligible Employee who has enrolled in the Plan
           as provided for in Section 3.

       l)  "Purchase Date" means any date specified by the Company on which
           Participants are authorized to purchase Shares. Except as otherwise
           determined by the Company, all Purchase Dates shall occur on the
           first day of March, June, September and December of any year, or if
           any such day falls on a weekend or holiday in the United States, on
           the next business day in the United States.

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       m)  "Retained Shares" means Booked Shares held by the Broker in a
           Participant's name for at least two (2) years. In no event shall any
           Shares which are transferred by a Participant, by gift, sale,
           bequest, inheritance or any other means or issued to the Participant
           in certificate form be treated as Retained Shares.

       n)  "Rules" means the rules of this Plan as described in this document.

       o)  "Sale Date" means any date specified by the Company on which
           Participants are permitted to sell Shares. Until otherwise determined
           by the Company, Sale Dates shall occur on all dates on which Shares
           are traded on the New York Stock Exchange.

       p)  "Savings Account" shall mean a Participant's individual savings
           account established for the purpose of Share purchase under the Plan
           by a financial institution selected by the Company or by the
           Participant with the consent of the Company as the Company may
           determine in its sole discretion.

       q)  "Share" means a share of the $1 par value common stock of the
           Company.

       r)  "Subsidiary" means any corporation as to which the Company controls,
           directly or indirectly, fifty percent (50%) or more of the combined
           voting power of all classes of stock.

2.     Shares Available
       ----------------

       a)  The number of Shares which may be issued pursuant to the Plan shall
           not exceed 500,000, subject to adjustment under Section 19. For this
           purpose:

           1)  The number of Shares subject to offer as of an Offering Date
               shall be counted against this maximum at the Offering Date.

           2)  If an offering is payable in cash only, the number of Shares
               on which such amount of cash is based shall be deemed used at
               the Offering Date.

           3)  Shares subject to offer that (in whole or part) expire,
               terminate, are forfeited or otherwise become non-payable and
               Shares that are recaptured by the Company in connection with a
               forfeiture may be reused in new offerings to the extent of
               such expiration, termination, forfeiture, non-payability or
               recapture.

       b)  In its sole discretion, the Company may issue treasury shares or
           authorized but unissued shares. No Shares shall be offered in
           exchange for previous Share offers with Market Prices higher than
           the Market Price of the Shares subject to

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           the current offer, nor shall any offer be amended to reduce the
           market price of the Shares under offer, nor shall any offer contain
           a "reload" feature under which additional Shares are offered
           automatically to Participants upon purchase of Shares under the
           offer.

       c)  For purposes of satisfying its obligation to grant additional
           Shares to a Participant pursuant to Section 11, the Company or the
           Participant's Employer may uses Shares acquired from third parties
           rather than treasury shares or authorized but unissued shares.

3.     Participation
       -------------

       a)  An Eligible Employee shall become eligible to become a Participant as
           of January 1 following his or her first day of employment; provided
           that all Eligible Employees on the regular payroll for a particular
           location on the fifteenth (15th) day of the calendar month preceding
           inception of the Plan in that location shall be eligible to become
           Participants at inception of the Plan in that location.

       b)  Enrollment in the Plan shall include at a minimum: (1) a payroll
           deduction authorization specifying the amount or rate of Plan
           contributions per pay period, (2) an agreement to be bound by all of
           the applicable terms and conditions of the Plan, (3) designation of
           the Participant's tax residence and citizenship, (4) an agreement
           that information obtained in connection with the Participant's Plan
           participation may be communicated outside the country in which he or
           she is employed in furtherance of Plan purposes, (5) an authorization
           for the Employer and the Company to receive information on all
           transactions in the Participant's Savings Account for purposes of
           verifying compliance with the Plan either from the financial
           institution in which the Participant's Savings Account is maintained
           or from the Participant directly as determined by the Company from
           time to time and place to place, if so requested by the Company,
           (6) if determined to be appropriate by the Company, an authorization
           for the Employer to withdraw amounts from the Participant's Savings
           Account on the Participant's instruction for the purpose of buying
           Shares in accordance within the Plan; and (7) any other information
           deemed necessary or desirable by the Company, all in such form as the
           Company may require.

       c)  An individual shall cease to be a Participant when he or she is no
           longer an Eligible Employee by reason of transfer, death, termination
           of employment (including retirement) or termination of the Plan in
           his or her location.

4.     Savings Accounts
       ----------------

       a)  The Company shall select a financial institution and a savings plan
           offered by that institution in each country where an Employer has
           Eligible Employees. A

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           savings plan must be available to all Eligible Employees of all
           Employers in each country, and provide a Savings Account for and
           in the name of each Participant in the country; provided, if the
           Company determines in its sole discretion that a suitable savings
           plan is not available in a particular location, the Company may
           authorize the use of individual Saving Accounts established by
           affected Participants for this purpose. Each financial
           institution or Participant must agree: (1) to provide the
           Employer and the Company with statements of the Participant's
           Savings Account transactions to verify compliance with Plan
           rules; and (2) to comply with all legal requirements regarding
           tax and other reporting matters with respect to the Participant's
           Savings Account.

       b)  A Participant's Savings Account shall be funded solely by amounts
           withheld from the Participant's Compensation at the Participant's
           election pursuant to the Plan by means of payroll deduction or by
           like means approved by the Company.

       c)  Withdrawals from a Participant's Savings Account may be made either:

           1)  by the Participant for any purpose at any time, in which case
               the amount withdrawn may not be redeposited, or

           2)  by the Participant or by the Employer on the instructions of the
               Participant for purchase of Shares in accordance with the Plan,
               as determined by the Company in its sole discretion.

5.     Plan Contributions
       ------------------

       Each Participant shall elect to contribute a percentage of Compensation
       to be withheld from his or her pay for each pay period by his or her
       Employer. The Company may impose a maximum on Participants' contributions
       from time to time and place to place. The Participant may change the
       percentage from time to time in accordance with procedures established by
       the Company. A Participant's Plan contributions which are withheld by
       payroll deduction shall be transferred by the Employer to the
       Participant's Savings Account within a reasonable time after they are
       withheld. Neither the Company nor any Employer shall be liable for
       interest for the period between the date of withholding and the date of
       transfer to the Participant's Savings Account. A Participant may elect to
       cease or resume contributions from time to time pursuant to procedures
       established by the Company.

6.     Share Offerings
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       a)  1)  On each Offering Date with respect to a location, each Eligible
               Employee on the regular payroll for that location shall be
               invited to purchase up to 100 Shares from the Company or the
               Eligible Employee's Employer, as determined by the Company in
               its sole discretion. An Eligible Employee making

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               contributions under the Plan as of an Offering Date shall be
               deemed to have accepted an offer made on the Offering Date. Any
               other Eligible Employee may accept an offer as of an Offering
               Date by written election to enroll in the Plan and make
               contributions under the Plan in accordance with procedures and by
               such deadlines as may be established by the Company from time to
               time. Notwithstanding anything, an Eligible Employee who is not
               making Plan contributions as of an Offering Date or does not
               elect to enroll and make Plan contributions in connection with an
               offer made on the Offering Date shall not be eligible for the
               offer.

           2)  A Participant's Savings Account shall be the only source of
               funds for the Participant's purchase of Shares under the Plan.

           3)  The Shares offered to a Participant on each Offering Date
               shall be in addition to any Shares offered to the Participant
               on prior Offering Dates.

           4)  The purchase price of Shares offered on each Offering Date
               shall be fixed at the Market Price on the United States
               business day immediately before the Offering Date.

           5)  Each Share offering shall expire on the Purchase Date
               coincident with the third anniversary of its Offering Date.

       b)  Each offer to purchase Shares under the Plan shall be evidenced by a
           written offer from the Company or the Participant's Employer to the
           Participant in form determined by the Company, including the
           following terms and such other terms and conditions as the Company
           may determine in its sole discretion from time to time and place to
           place:

           1)  The number of Shares subject to the offer.

           2)  The price per Share subject to the offer in United States
               currency.

           3)  The expiration date of the offer.

           The written offers provided for herein may be transmitted on paper,
           electronically or by other method selected by the Company. The
           written offers may contain any provision approved by the Company
           relating to the circumstances under which a termination is deemed to
           occur. A Participant shall have none of the rights of a shareholder
           with respect to any Shares unless and until the Shares are issued in
           his or her name.

       c)  A Participant's right to purchase Shares under the Plan shall be
           non-transferable and shall be exercisable only by the Participant
           by notice in form prescribed by the Company delivered to the
           Participant's Employer or the Company during the


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           Participant's lifetime, except as provided for in Section 14(c)
           with respect to a Participant whose employment is terminated on
           account of death.

7.     Share Purchases
       ---------------

       a)  As of any Purchase Date, pursuant to procedures established by the
           Company, with such advance notice as the Company may require from
           time to time, a Participant may elect to apply all or a specified
           part of the Participant's Savings Account to purchase Shares then
           available to the Participant pursuant to Section 6.

       b)  If Shares are then available to a Participant under two or more
           offerings, the Participant's election to purchase Shares shall be
           applied in date order, earliest first, to the Share offerings then
           available to the Participant for which the Purchase Price is lower
           than the Market Price on the Purchase Date. If no Share offerings are
           available to the Participant for which the Purchase Price is lower
           than the Market Price on a Purchase Date, the Participant shall not
           be eligible to purchase Shares on the Purchase Date.

       c)  A Participant's election to purchase Shares shall be in form
           prescribed by the Company.

       d)  Any estimated withholding and other taxes incurred in connection with
           a purchase of Shares shall be funded by means of:

           (i)  additional withholding from the Participant's current pay,
                subject to any legal limits on maximum withholding; or if that
                is insufficient to satisfy the estimated obligation as
                determined by the Participant's Employer,

           (ii) other assets of the Participant, in which case the Participant's
                election shall be accompanied by cash or a certified check in
                the amount of the estimated withholding taxes.

       e)  A Participant's election shall include an authorization to withdraw
           the specified amount in local currency from the Participant's Savings
           Account to apply to the purchase of Shares.

       f)  The purchase price of the Shares purchased and the amount required to
           be withheld by the Participant's Employer under applicable law in
           excess of the amounts to be withheld from the Participant's current
           pay by payroll deduction shall be paid by the Participant not later
           than the Purchase Date.

       g)  If the amount in a Participant's Savings Account is less than the
           amount required to carry out the Participant's election, the
           Participant's election shall be carried out to the extent possible,
           provided that all transaction costs and tax liabilities are satisfied
           by the Participant.

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       h)  The amount specified in a Participant's election to purchase Shares
           shall be converted to United States currency and used by the Company
           or the Participant's Employer to carry out the Participant's
           election; provided, if the amount of United States currency so
           obtained exceeds the amount required to purchase all Shares available
           to the Participant, the excess shall not be converted to United
           States currency but instead shall remain in the Participant's Savings
           Account for subsequent use under the Plan, or if so converted, the
           transaction shall be reversed to the extent of the excess, and the
           excess shall be redeposited in the Participant's Savings Account,
           without liability for interest thereon, for subsequent use under
           the Plan.

       i)  Shares acquired by a Participant pursuant to the Plan shall be
           delivered as Booked Shares; provided that a Participant may request
           that the Broker issue the Shares in certificate form in accordance
           with the Broker's regular practices and procedures. Requests for
           certificates must be accompanied with information required to enable
           delivery of the certificates and payment of any fees charged by the
           Broker for issuance of the Shares in certificate form.

       j)  The Company may establish minimum purchase requirements for all
           Participants similarly situated.

8.     Dividends on Booked Shares
       --------------------------

       Any dividends paid on Booked Shares shall be the property of the
       respective Participants and shall be reinvested in Shares for the benefit
       for the Participant, in accordance with the Broker's customary practices
       and procedures, or at the election of a Participant shall be retained by
       the Broker in United States currency for the benefit of the Participant,
       except as required by law to be converted to the Participants' local
       currencies, in which case they shall be delivered to the respective
       Participants.

9.     Tax Withholding
       ---------------

       Where required by law, each Employer shall report to the appropriate
       government authority any amount subject to tax and social charges on
       account of any offer, purchase or sale pursuant to the Plan and shall
       estimate all current tax and social charge withholding liabilities, and
       the Participant shall satisfy this liability by means of withholding from
       the Participant's current pay or from the Participant's other assets.


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10.    Sale or Other Transfer of Shares
       --------------------------------

       a)  1)  A Participant may elect to sell a specified number of Booked
               Shares in accordance with the Broker's regular practices and
               procedures as soon as practical after transfer to the Broker or
               on any subsequent Sale Date.

           2)  The Participant shall designate which Booked Shares are to be
               sold; provided, if the Participant uses a method of
               communication maintained by the Broker which does not permit
               designation of which Booked Shares shall be sold, the Broker
               shall sell the specified number of Shares on a last-in first-out
               basis. As of May 1, 1999, the only such method is the Broker's
               automated voice response unit.

           3)  The proceeds of sale of Booked Shares, net of any transaction
               fees associated to the sale, including but not limited to
               brokerage fees, wire transfer fees, and any taxes required to be
               withheld incident to the sale, shall be retained by the Broker
               for the benefit of the respective Participants; provided, if
               required by law or instructed in writing by the Participant,
               such net proceeds shall be converted by the Broker from United
               States currency to the Participant's local currency and
               delivered to the Participant.

       b)  A Participant may transfer ownership of Booked Shares by gift to the
           extent permitted by and in accordance with the Broker's customary
           practices and procedures and laws applicable to the Participant.

       c)  A Participant may sell any Shares issued to the Participant in
           certificate form at any time by means selected by the Participant and
           at the Participant's sole expense.

11.    Match on Retained Shares
       ------------------------

       a)  On or about each Offering Date, the Company shall announce the rate
           at which Shares offered on that Offering Date which become Retained
           Shares will be matched by the Company or the Participant's Employer.
           This match rate shall be determined with respect to Participants in
           each location by the Chief Executive Officer of Anheuser-Busch
           International, Inc. in his or her sole discretion, in a range between
           10% and 50% based on business performance for the fiscal year ending
           on December 31 prior to the Offering Date.

       b)  As of the second anniversary of the Purchase Date for any Retained
           Shares of a Participant, the Company or the Participant's Employer,
           as determined by the Company in its sole discretion, shall grant the
           Participant additional whole and fractional shares of Booked Shares
           based on the applicable match rate. Notwithstanding anything, an
           individual whose employment with the Company and all subsidiaries
           ends before the second anniversary of the Purchase Date for


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           any Retained Shares shall not be eligible for this grant, unless the
           individual retires from status as an Eligible Employee on or after
           attainment of age 60.

12.    Currency Conversion
       -------------------

       a)  Any currency conversion required in connection with a Participant's
           election to purchase Shares pursuant to Section 7 or transfer of
           employment pursuant to Section 15 shall be carried out by the Company
           or the Participant's Employer by any means the Company selects in its
           reasonable discretion. On inception of the Plan, the rate of currency
           conversion used in connection with Share purchase shall be determined
           by the Company on the basis of rates published on the first business
           day of the calendar month that ends immediately prior to the affected
           Purchase Date.

       b)  Any currency conversion required in connection with a transaction
           related to Booked Shares held by the Broker shall be carried out by
           the Broker in accordance with its customary practices and procedures.

13.    Statements
       ----------

       Participants shall receive statements of their Savings Accounts and Share
       transactions not less frequently than annually.

14.    Termination of Employment
       -------------------------

       a)  Termination of employment includes the separation of a Participant,
           directly or through the separation of his or her Employer, from the
           group of companies comprised of the Company and its Subsidiaries for
           any reason, including death, permanent or indefinite disability,
           retirement, resignation, dismissal, permanent or indefinite layoff
           or other event having a similar effect, or by reason that the
           Participant's Employer ceases to be a Subsidiary or a division of
           a Subsidiary.

       b)  In the event of a Participant's termination of employment with the
           Company and all of its Subsidiaries for any reason other than death,
           all of the Participant's outstanding offers to purchase Shares shall
           immediately be cancelled. The Participant or the beneficiary
           designated by the Participant or required by law with respect to
           a deceased Participant may treat any Booked Shares owned by the
           Participant at the time of termination of employment as his or her
           own property.

       c)  A Participant or beneficiary shall not be eligible for any match of
           the type provided for in Section 11 after termination of employment
           except a Participant who retires on or after attainment of age 60.


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       d)  If a Participant's termination of employment ends by reason of the
           Participant's death, the beneficiary designated by the Participant or
           required by law may elect to apply all or part of the amount of the
           Participant's Savings Account to purchase Shares then available to
           the Participant in accordance with Section 7 for a period not in
           excess of six (6) months from the Participant's date of death.

       e)  Layoff or approved leave of absence shall not be treated as
           termination of employment for this purpose, provided that the
           Participant returns to work within twelve (12) months after the
           period of layoff begins or before the expiration of the approved
           leave of absence, as the case may be. In the event that the
           Participant does not return to work within the period of time
           provided for in this paragraph (d), the Participant's employment
           shall be deemed terminated as of the first day of such layoff or
           leave of absence. If the period of layoff or approved leave of
           absence includes the date on which the Participant would otherwise be
           eligible for the match on any Retained Shares pursuant to Section 11,
           the match shall not be awarded unless the Participant returns to work
           within the period of time provided for in this paragraph (d), and if
           the match is awarded with respect to such Retained Shares, it shall
           be awarded as of the Purchase Date following the Participant's return
           to work.

15.    Transfers
       ---------

       a)  If a Participant transfers from one location where Plan participation
           is available to another location where Plan participation is
           available, to the extent permitted by law, the Participant shall
           continue to participate in the Plan without interruption; provided,
           except as limited by law: (1) the Participant shall re-enroll in the
           new location for purposes of authorizing Plan contributions to his or
           her Savings Account; (2) the Participant shall authorize transfer of
           the amount in his or her Savings Account in the prior location to his
           or her Savings Account in the new location at then prevailing
           exchange rates; and (3) the Participant shall be subject to any local
           rules in the new location with respect to Shares purchased with his
           or her Savings Account in the new location, including amounts
           transferred from his or her Savings Account in the old location.

       b)  If a Participant transfers from a location where Plan participation
           is available to a location where Plan participation is not available,
           to the extent permitted by law, the Participant may use his or her
           Savings Account to purchase Shares then available to the Participant
           under all Share offerings on the Purchase Date preceding the
           transfer, and the Participant may elect to sell the Shares so
           purchased and any Booked Shares then owned by the Participant or to
           receive the Shares in certificate form pursuant to procedures then in
           use under Sections 7 and 10 of the Plan or retain the Shares as
           Booked Shares, in accordance with and subject to the practices and
           procedures of the Broker. If no Purchase Date occurs between the date
           the Participant is notified of the transfer and the


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           Participant's transfer date, the Company shall determine in its
           sole discretion when and how the Participant's participation in
           the Plan shall be terminated.

       c)  If an Eligible Employee transfers from a location where Plan
           participation is not available to a location where Plan participation
           is available, the Eligible Employee may become a Participant as of
           the next regular Offering Date in the new location so long as the
           Employee joined the Company and its Subsidiaries before January 1
           next preceding the Offering Date.

16.    Plan Changes and Termination
       ----------------------------

       a)  The Company is under no obligation to make Share offerings under this
           Plan. The Company may make changes to the Plan in respect of any
           Share offering prior to its Offering Date; provided that no change
           shall increase the maximum number of Shares issuable under the Plan
           without approval of the Stock Option Plans Committee of the Board or
           expand the definition of Eligible Employee.

       b)  The Company may terminate the Plan with respect to any or all groups
           of Eligible Employees at any time.

       c)  Any Employer may withdraw from the Plan at any time by three (3)
           months' advance written notice to the Company; provided, in that
           case, that affected Participants shall not be prohibited from
           applying amounts in their respective Savings Accounts to outstanding
           Share Offerings as of the Purchase Date coincident with or next
           preceding the date of withdrawal.

17.    Variation in Plan Rules
       -----------------------

       The Company in its sole discretion may change the Plan Rules with respect
       to specific locations and the Participants of any Employer in those
       locations. Such changes may be reflected in Exhibits to this document or
       by other methods determined by the Company.

18.    Administration
       --------------

       a)  Responsibility for administration of the Plan shall be shared by the
           Company and each Employer in the matter determined by the Company in
           its sole discretion from time to time and place to place. The Company
           and the Employers shall appoint local representatives to handle Plan
           administration to the extent they deem appropriate.

       b)  The Company shall have sole authority and responsibility to construe
           and interpret the Plan and establish, amend, and revoke rules,
           regulations and procedures for its administration. The Company in the
           exercise of this authority and responsibility shall generally
           determine all questions of policy and


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           expediency that may arise, may correct any defect, supply any
           omission or reconcile any inconsistency in the Plan or in any
           instrument associated with the Plan in a manner and to the extent
           it shall deem necessary or expedient. The Company's interpretation
           and construction of any provision of the Plan shall be final and
           conclusive.

       c)  The Company shall act through its Vice President, Employee Benefits
           and through his or her delegates. The Company may appoint any one or
           more employees to act as a Committee to carry out any one or more of
           its administrative duties under the Plan.

19.    Changes in Capital Stock
       ------------------------

       a)  In the event of a change in the Company's capital stock as a result
           of any dividend or distribution (whether in the form of cash, Shares,
           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
           Shares or other securities of the Company, issuance of warrants or
           other rights to purchase Shares or other securities of the Company or
           any other similar corporate transaction, change or event, the
           aggregate number and class of Shares available in subsequent
           offerings under the Plan and the number, class and price of Shares
           subject to outstanding offers under the Plan shall be adjusted in the
           same manner and to the same extent as under the Company's 1998
           Incentive Stock Plan, except as otherwise determined by the Stock
           Option Plans Committee of the Board.

       b)  If 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, Shares then
           subject to offer shall be treated in the same manner as Awards under
           the Company's 1998 Incentive Stock Plan, except as otherwise
           determined by the Stock Option Plans Committee of the Board.

20.    Miscellaneous
       -------------

       a)  No discretion granted or allowed to the Company shall apply to Shares
           after their Offering Date.

       b)  Nothing in this Plan shall confer on any person any expectation to
           continue in the employ of any Employer or interfere in any manner
           with the right of any Employer to change or terminate any person's
           employment at any time for any reason or for no reason, to the extent
           allowed under governing law.


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21.    Governing Law
       -------------

       a)  Except as otherwise expressly required under the laws of a country,
           this Plan and all rights hereunder shall be governed by and construed
           in accordance with the laws of the state of Delaware, United States
           of America.

       b)  Should any provision of this Plan be determined by a court of
           competent jurisdiction to be unlawful or unenforceable for a country,
           such determination shall in no way affect the application of that
           provision in any other country, or any of the remaining provisions
           of the Plan.


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