<PAGE>

                                                                 EXHIBIT 10.21

               RESTRICTED STOCK AWARD (FORM S.C.) COVER SHEET

                                  UNDER THE
                       ANHEUSER-BUSCH COMPANIES, INC.
                          1998 INCENTIVE STOCK PLAN

                              AWARD INFORMATION

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   AWARDED TO         Award Date        Number of Shares       SAP ID Number
                                         of Restricted
                                              Stock

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                                  AGREEMENT

         This Restricted Stock Award (Form S.C.) Cover Sheet (the
"Restricted Stock Cover Sheet") and the Standard Restricted Stock Form
Agreement (Version [MONTH/DATE], Form S.C.) (the "Standard Restricted Stock
                    ----------
Form"), which is incorporated herein by this reference, together constitute
a single Restricted Stock Agreement (this "Restricted Stock Agreement")
under the Anheuser-Busch Companies, Inc. 1998 Incentive Stock Plan (the
"Plan"). This Restricted Stock Agreement is between Anheuser-Busch
Companies, Inc. (the "Company") and the person named above under the caption
"Awarded To" (the "Recipient"). By signing below, Recipient accepts the
Restricted Stock awarded under this Restricted Stock Agreement, agrees to be
bound by the terms of this Restricted Stock Agreement, and acknowledges that
he/she has received, read, and understands a complete copy of the Standard
Restricted Stock Form which is part of this Restricted Stock Agreement.
Recipient understands that he/she may request another copy of the Standard
Restricted Stock Form from the Company as long as this Restricted Stock
Agreement remains outstanding.

         THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT
APPLIES TO ALL DISPUTES RELATED TO THIS AGREEMENT, AND MAY BE ENFORCED BY
THE PARTIES.

         In witness whereof, the Company and the Recipient have executed
this Restricted Stock Agreement in duplicate as of its Award Date.

Anheuser-Busch Companies, Inc.

By:                                              By:
   -------------------------------                  --------------------------
           Vice President                                   Recipient

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FORM RESTRICTED STOCK AGREEMENT (S.C.)                         v. [month/year]

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                  STANDARD RESTRICTED STOCK FORM AGREEMENT
                      (VERSION [MONTH/DATE], FORM S.C.)
                                ----------
                  UNDER THE ANHEUSER-BUSCH COMPANIES, INC.
                          1998 INCENTIVE STOCK PLAN

          This Standard Restricted Stock Form Agreement (Version
[MONTH/DATE], Form S.C.) (the "Standard Restricted Stock Form"), and the
completed, executed Restricted Stock (Form S.C.) Cover Sheet (the "Cover
Sheet") which specifically incorporates this Standard Restricted Stock Form
by reference, together constitute a single Restricted Stock Agreement (this
"Restricted Stock Agreement" or this "Agreement") under the Anheuser-Busch
Companies, Inc. 1998 Incentive Stock Plan (the "Plan"). This Restricted
Stock Agreement is between Anheuser-Busch Companies, Inc., a Delaware
corporation (the "Company"), and the person designated on the Cover Sheet
under the caption "Awarded To" (the "Recipient"). The parties agree as
follows:

          Section 1. AWARD. In conformity with the Plan, the provisions of
which are incorporated herein by this reference, and pursuant to action by
the Compensation Committee which administers the Plan (the "Committee"), the
Company hereby awards to the Recipient all rights, title and interests in
the record and beneficial ownership of the number of shares of Restricted
Stock set forth on the Cover Sheet under the caption "Number of Shares of
Restricted Stock," subject to the restrictions, terms and conditions
described below. The award hereunder is made as of the Award Date set forth
on the Cover Sheet (the "Award Date"). Recipient agrees to be bound by all
of the terms, provisions, conditions and limitations of the Plan and this
Restricted Stock Agreement. All capitalized terms have the meaning set forth
in the Plan unless otherwise specifically provided. All references to
specified sections pertain to sections of this Restricted Stock Agreement
unless otherwise specifically provided.

          Section 2. TERMS AND CONDITIONS OF RESTRICTED STOCK

               (a)  The restrictions on the Restricted Stock set forth in
          Section 11 hereof shall lapse, and the Restricted Stock will cease
          to be Restricted Stock on the earlier of:

                    (i)    the first business day following the "Committee
                           Certification Date" (assuming the "Company TSR" and
                           its "TSR Quartile Ranking" are within the "Top
                           Quartile" or the "Middle Quartiles" as those quoted
                           terms are hereinafter defined) and only with
                           respect to the number of shares determined by
                           multiplying

                           a. the number of shares of Restricted Stock set forth
                              on the Cover Sheet under the caption "Number of
                              Shares of Restricted Stock" (unless such number of
                              shares is adjusted to a number of shares (the
                              "Adjusted Shares") pursuant to Section 2(b) or
                              Section 2(c) hereof in which case the Adjusted
                              Shares shall be multiplied), by

                           b. the percentage determined pursuant to Section 2(e)
                              below; or

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FORM RESTRICTED STOCK AGREEMENT (S.C.)                         v. [month/year]

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                    (ii)   the occurrence of an Acceleration Date (as defined
                           in the Plan) with respect to all shares of
                           Restricted Stock,

          unless the Restricted Stock is earlier forfeited pursuant to
          Section 6 below.

               (b)  If any of the events listed in Section 2(b)(i)-(iv) shall
          occur with respect to Recipient on or prior to the Committee
          Certification Date, the Adjusted Shares shall equal the number of
          shares of Restricted Stock set forth on the Cover Sheet under the
          caption "Number of Shares of Restricted Stock") multiplied by a
          fraction, the numerator of which is the number of full months
          elapsed since January 1, 2006 (but not more than 36) through the
          date of the earliest to occur of any of the events listed in
          (i)-(iv) below in this Section 2(b), and the denominator of which
          is 36:

                    (i)    the Recipient's employment is terminated as a
                           result of Disability;

                    (ii)   the Recipient's Death;

                    (iii)  the Recipient voluntarily terminates his or her
                           employment due to Retirement; or

                    (iv)   the Recipient's employment is involuntarily
                           terminated by any of the Company, a Subsidiary, or
                           an Affiliate because of a sale of a Subsidiary or
                           Interest in an Affiliate, or a sale of assets of
                           any business operation owned by the Company, a
                           Subsidiary or an Affiliate, or because of a
                           liquidation, shutdown, spin-off, distribution,
                           reorganization, reduction in force, lay-off or
                           similar event and the Recipient is not
                           contemporaneously hired by another of the Company,
                           a Subsidiary or an Affiliate.

               (c)  If Recipient commences an Employer-authorized leave of
          absence (a "Leave of Absence") on any date prior to January 2,
          2009 (the "Leave of Absence Commencement Date") he or she shall be
          deemed to remain employed by the Employer for purposes of Section
          6(a) if the Recipient returns to active service within two years
          after the Leave of Absence Commencement Date. If Recipient is on a
          Leave of Absence at any time during the Performance Period and
          either

                    (i)    returns to active service within two years after
                           the Leave of Absence Commencement Date, or

                    (ii)   is on a Leave of Absence the duration of which, as
                           of January 2, 2009 is not more than two years
                           measured from the Leave of Absence Commencement
                           Date,

          the Adjusted Shares shall equal the number of shares of
          Restricted Stock set forth on the Cover Sheet multiplied by a
          fraction, the numerator of which is 36 minus the number of full
          months of the Leave of Absence and the denominator of which is 36.

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FORM RESTRICTED STOCK AGREEMENT (S.C.)                         v. [month/year]

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               (d)  The Committee may, in its discretion, waive or modify to
          the benefit of the Recipient the provision set forth in Section
          6(a) requiring forfeiture of Restricted Stock in the circumstances
          described therein, provided the waiver or modification occurs
          before any forfeiture under Section 6(a).

               (e)  The percentage determined pursuant to this Section 2(e)
          shall be the Restricted Stock Vesting Percentage shown in the
          table below opposite the Company TSR Quartile Ranking.

                    (i)    The "S&P 500" shall mean the Standard & Poor's S&P
                           500 Stock Index(C) on the first day of the
                           "Performance Period" as hereinafter defined.

                    (ii)   An "S&P 500 Company" shall mean each company (but
                           only those companies) that comprises the S&P 500 on
                           the first day of the Performance Period.

                    (iii)  The "S&P 500 TSR Comparison Group" shall mean,
                           collectively, all of the S&P 500 Companies for
                           which information is reasonably available on and as
                           of the last day of the Performance Period
                           sufficient to calculate such company's TSR. If the
                           information required to calculate any such
                           company's TSR is not reasonably available for any
                           reason (including but not limited to (A) the
                           removal of the S&P 500 Company from the S&P 500 due
                           to its merger with and into another company so that
                           the S&P 500 Company is not the survivor, (B) the
                           acquisition of the S&P 500 Company by another
                           company, (C) the restructuring of the S&P 500
                           Company, or (D) the S&P 500 Company becoming
                           privately held), the S&P 500 Company will be
                           removed from the S&P 500 TSR Comparison Group. It
                           is not the intention of this section to exclude
                           companies that drop out of the S&P 500 due to
                           financial failure (for example, bankruptcy filing).

                    (iv)   The "Performance Period" shall mean that period
                           beginning January 1, 2006, and ending January 2,
                           2009.

                    (v)    "TSR" shall mean an S&P 500 Company's total
                           shareholder return, which will be calculated by
                           dividing (i) the sum of (A) the cumulative amount
                           of the S&P 500 Company's dividends for the
                           Performance Period, assuming same day reinvestment
                           into the common stock of the S&P 500 Company on the
                           ex-dividend date, and (B) the share price of the
                           S&P 500 Company's common stock at the end of the
                           Performance Period minus the share price at the
                           beginning of the Performance Period, by (ii) the
                           price of a share of the S&P 500 Company's common
                           stock at the beginning of the Performance Period.
                           TSR will be adjusted for stock dividends, stock
                           splits, spin-offs and other corporate changes
                           having similar effect in a manner consistent with
                           the calculation approach used by Standard & Poor's
                           in the calculation of the S&P 500 total shareholder
                           return.

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FORM RESTRICTED STOCK AGREEMENT (S.C.)                         v. [month/year]

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                    (vi)   The Company's Treasury Department or its authorized
                           agent will calculate the TSR of each company
                           comprising the S&P 500 TSR Comparison Group
                           (including the Company's TSR) at and as of the end
                           of the Performance Period to determine the
                           Company's TSR quartile ranking (the "TSR Quartile
                           Ranking") within the S&P 500 TSR Comparison Group.
                           The Company's Treasury Department shall make all
                           required calculations promptly following the end of
                           the Performance Period and upon completing such
                           calculations it shall promptly provide them to an
                           independent registered public accounting firm in
                           sufficient detail to enable the independent
                           registered public accounting firm to verify and
                           confirm each and every calculation made by the
                           Company's Treasury Department or its authorized
                           agent.

                    (vii)  Not later than January 31, 2009, the independent
                           registered public accounting firm shall provide a
                           letter to the Committee certifying the Company's
                           TSR and its TSR Quartile Ranking.

                    (viii) The Committee shall certify in writing the
                           Company's TSR and the Company's TSR Quartile
                           Ranking (the "Committee Certification").
                           Notwithstanding anything to the contrary, the
                           Committee, in exercising its discretionary
                           fiduciary authority, may accept or reject the
                           calculations made by the Company's Treasury
                           Department and the certification by the independent
                           registered public accounting firm, and may reduce
                           the number of shares of Restricted Stock awarded to
                           the Recipient based on any information available to
                           the Committee, including but not limited to
                           information not publicly available at the end of
                           the Performance Period or a restatement of any
                           prior year's financial statements of the Company or
                           of any other S&P 500 Company. Neither the Company's
                           TSR nor its TSR Quartile Ranking will be conclusive
                           unless and until the Company issues the Committee
                           Certification, the date of which is referred to
                           hereinafter as the "Committee Certification Date."

                    (ix)   The Company's TSR will be in the Top Quartile of
                           S&P 500 Companies comprising the S&P 500 TSR
                           Comparison Group if the Company is among the top
                           25% of S&P 500 Companies comprising the S&P 500 TSR
                           Comparison Group having the highest TSR over the
                           Performance Period (the "Top Quartile"). The
                           Company's TSR will be in the Bottom Quartile of S&P
                           500 Companies comprising the S&P 500 TSR Comparison
                           Group if the Company is among the bottom 25% of S&P
                           500 Companies comprising the S&P 500 TSR Comparison
                           Group having the lowest TSR over the Performance
                           Period (the "Bottom Quartile"). The Company will be
                           in the Middle Quartiles of S&P 500 Companies
                           comprising the S&P 500 TSR Comparison Group if the
                           Company is neither among the Top Quartile nor among
                           the Bottom Quartile (the "Middle Quartiles").

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FORM RESTRICTED STOCK AGREEMENT (S.C.)                         v. [month/year]

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                   -----------------------------------------------------------
                             COMPANY TSR            RESTRICTED STOCK VESTING
                          QUARTILE RANKING                PERCENTAGE

                   -----------------------------------------------------------
                            Top Quartile                     100%

                   -----------------------------------------------------------
                          Middle Quartiles                   80%

                   -----------------------------------------------------------
                          Bottom Quartile                     0%

                   -----------------------------------------------------------


               (f)  For the purposes of calculating prorations based on the
          number of full months as set forth in Sections 2(b) and (c)
          hereof, the number of months shall be (i) rounded up to the
          nearest full month if the event causing the calculation occurred
          on or after the fifteenth day of the subject month or (ii) rounded
          down to the nearest full month if the event causing the
          calculation occurred prior to the fifteenth day of the subject
          month.

          Section 3.  BOOK ENTRY; DELIVERY OF SHARES AFTER LAPSE OF
                      RESTRICTIONS.

               (a)  The Recipient appoints Mellon Investor Services, LLC (the
          "Agent"), as agent for the purpose of receiving the Restricted
          Stock awarded pursuant to Section 1 and directs the Agent to hold
          the Restricted Stock in book entry form under the terms of and
          subject to the conditions of this Agreement. The Recipient agrees
          that the Agent shall be empowered to take any action necessary to
          retransfer to the Company any shares of forfeited Stock pursuant
          to Section 6 of this Agreement.

               (b)  The Company shall transfer, or cause to be transferred,
          the Restricted Stock to a book entry account registered in the
          name of the Recipient and held by the Agent as soon as practicable
          after the Award Date, subject to execution by both parties of this
          Restricted Stock Agreement. The Company and the Recipient agree
          that the transfer of such Restricted Stock pursuant to this
          Section 3(b) shall constitute the legal equivalent of delivery to
          the Recipient.

               (c)  The Recipient may contact the Agent at any time while the
          Restricted Stock is in book entry form by writing to the Agent at
          the address below:

                    Mellon Investor Services, LLC
                    P.O. Box 3315
                    South Hackensack, New Jersey 07606
                    Att'n: Shareholder Correspondence

          or by telephoning the Agent at 1-888-213-0964. The Company may
          change the Agent before the restrictions set forth in Section
          11 lapse, in which case the Committee will inform the
          Recipient of the new Agent and its address.

               (d)  As soon as practicable after the lapse of the
          restrictions set forth in Section 11 with respect to any shares of
          Restricted Stock and subject to the tax

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FORM RESTRICTED STOCK AGREEMENT (S.C.)                         v. [month/year]

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          withholding provisions of Section 5, the Agent shall cause the
          "Net Shares" (as that term is defined in Section 5) to be prepared
          and delivered in accordance with Recipient's instructions.

               (e)  In its discretion, the Company may cause the Agent to
          place legends upon any Stock certificates awarded hereunder, and
          otherwise may restrict Recipient's ability to transfer such Stock,
          if and to the extent necessary to comply with, or facilitate the
          Company's compliance with, federal or state securities laws or any
          regulations thereunder, or the requirements of the New York Stock
          Exchange or other exchange upon which the Stock is listed or
          approved for listing.

          Section 4.  RIGHTS AS A STOCKHOLDER. Until such time, if ever, as
the Recipient may forfeit any Restricted Stock in accordance with Section 6
hereof, the Recipient shall be a stockholder of record of the Company for
all purposes with respect to the Restricted Stock and shall have all rights
of a common stockholder of the Company, including the right to vote such
Restricted Stock at any meeting of the common stockholders of the Company
and the right to receive all dividends declared and paid with respect to
such Restricted Stock, subject only to the restrictions imposed by this
Restricted Stock Agreement.

          Section 5. WITHHOLDING TAXES.

               (a)  Not later than the date as of which the restrictions set
          forth in Section 11 shall lapse with respect to all or part of the
          Restricted Stock covered by this Restricted Stock Agreement, the
          Agent shall withhold from such shares that number of whole shares
          having a Fair Market Value nearest to the amount required by law
          to be withheld by the Company for payment of any national, state
          or local taxes of any kind with respect to all of the shares on
          which the restrictions have lapsed. The shares on which the
          restrictions have lapsed remaining after the reduction for
          withholding taxes are referred to herein as the "Net Shares." The
          Company may withhold from any dividends payable on shares of
          Restricted Stock, the amount required by law to be withheld by the
          Company for payment of any national, state or local taxes of any
          kind. The Committee may take such other action as may be necessary
          or appropriate to satisfy any such tax withholding obligations.

               (b)  If the Company determines that all or part of the value
          of the Recipient's Restricted Stock is includible in the
          Recipient's gross income and subject to tax withholding as of a
          date on or before the Committee Certification Date, then the
          Company shall notify the Agent to effect tax withholding pursuant
          to the provisions of Section 5(a) based on the value of the
          Restricted Stock on that date to the extent such value is
          determined to be includible in the Recipient's gross income on
          that date. The Company's determination under this Section 5(b)
          shall be tentative, reflecting the Company's determination, based
          on published information available as of the last date of the
          Performance Period, of the percentage that is likely to be
          certified by the Committee under Section 2(e). In making any such
          tentative determination, the Company shall resolve any uncertainty
          in favor of the highest possible percentage under Section 2(e). In
          the event that the Committee subsequently certifies a lower
          percentage under Section 2(e), the Company shall cause any excess
          amount previously withheld and deposited as taxes with respect to
          the Recipient's Restricted Stock to be reallocated to other tax
          withholding obligations of the Company. This Section 5(b) is
          intended to apply only if and to the

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FORM RESTRICTED STOCK AGREEMENT (S.C.)                         v. [month/year]

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          extent that the Recipient's actual (or possible) termination
          of employment before the Committee Certification Date did not (or
          would not) cause a forfeiture under Section 8, in which case all
          or a portion of the value of the Recipient's Restricted Stock
          could be includible in gross income on the last day of the
          Performance Period. Any withholding and deposit of taxes that the
          Company causes to be made under this Section 5(b) shall not cause
          the restrictions in Section 11 to lapse before the Committee
          Certification Date or otherwise give the Recipient any rights in
          the Restricted Stock before the Committee Certification Date
          beyond the rights the Recipient would have had in the absence of
          this Section 5(b).

          Section 6.  FORFEITURES. Upon a forfeiture of any Restricted Stock
under this Restricted Stock Agreement, the Restricted Stock so forfeited
automatically shall revert to the Company as of the date of the event of
forfeiture, and the affected Recipient thereafter shall have no rights as a
shareholder with respect to such shares, or any interest therein, and the
Recipient shall no longer be entitled to receive dividends on such Stock
declared after the date of the event of forfeiture. Upon notification from
the Company of the forfeiture, the Agent shall retransfer such forfeited
Restricted Stock to the name of the Company.

               (a)  If Recipient is no longer employed or deemed to be
          employed by his/her Employer at any time during the Performance
          Period for any reason, including without limitation for
          termination of employment for cause, other than an event described
          in Section 2(b)(i)-(iv) or Section 2(c), all shares shall be
          forfeited.

               (b)  If as of the first business day following the Committee
          Certification Date, the restrictions set forth in Section 11 shall
          not have lapsed, or have lapsed on less than all shares of
          Restricted Stock, the shares on which such restrictions have not
          lapsed shall be forfeited.

               (c)  If an event described in Section 2(b)(i)-(iv) or Section
          2(c) occurs during the Performance Period, all shares that are not
          Adjusted Shares shall be forfeited.

A Recipient who is as of the Award Date on, or following the Award Date
commences, an Employer-authorized special assignment shall be deemed to
remain employed by the Employer throughout the term of the special
assignment for all purposes under this Agreement.

          Section 7.  ADJUSTMENTS. In the event of (a) any change in the
outstanding shares of Stock by reason of any stock split, combination of
shares, stock dividend, reorganization, merger, consolidation, or other
corporate change having a similar effect, (b) any separation of the Company
including a spin-off or other distribution of stock or property by the
Company, or (c) any distribution to stockholders generally other than a
normal dividend, the Committee shall make such equitable adjustment such
that the Recipient shall, as the owner of the Restricted Stock, be entitled
to additional Stock or different stock or securities, and such additional
Stock or different stock or securities shall be deemed to be "Restricted
Stock" for all purposes of this Restricted Stock Agreement. The Agent shall
hold such additional Stock or different stock or securities pursuant to the
terms and conditions of this Restricted Stock Agreement. Any such adjustment
by the Committee shall be conclusive and binding on all concerned.

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FORM RESTRICTED STOCK AGREEMENT (S.C.)                         v. [month/year]

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          Section 8.  NO RIGHT TO EMPLOYMENT OR FUTURE AWARDS.


               (a)  Nothing in this Agreement or the Plan shall confer on the
          Recipient any right or expectation to continue in the employ of
          his/her Employer or the Company, or to interfere in any manner
          with the absolute right of the Employer or the Company to change
          or terminate the Recipient's employment at any time for any reason
          or no reason.

               (b)  The Recipient recognizes that the Committee, in making
          this award of Restricted Stock, is acting within its discretion
          under the Plan and is under no obligation to make any other award
          to Recipient at any subsequent date.

          Section 9.  DEFINITIONS.

          "Disability" means the condition of being "disabled" within the
meaning of Section 422(c)(6) of the Code, or any successor to such Section.

          "Retirement" means voluntary termination of employment from the
Company or a Subsidiary (i) after an individual attains age sixty (60); or
(ii) after completion of twenty (20) years of service with the Company
and/or its Subsidiaries or Affiliates.

         Section 10.  RULE 16b-3. If and as long as Recipient is a Reporting
Person, he/she shall not act with respect to the Restricted Stock in a
manner which, in the Company's or the Committee's judgment, would contravene
any requirement of Rule 16b-3 as in effect at the time of such action.
However, the Company or Committee may permit Recipient to contravene Rule
16b-3 if Recipient has been fully apprised of the legal consequences of such
action.

         Section 11.  NOT TRANSFERABLE. The Restricted Stock, this Agreement,
and the rights and privileges conferred hereby will not be transferred,
assigned, pledged or hypothecated in any way, whether by operation of law or
otherwise and will not be subject to sale under execution, attachment or
similar process. Upon any attempt to transfer, assign, pledge, hypothecate
or otherwise dispose of the Restricted Stock, this Agreement, or any right
or privilege conferred hereby, or upon any attempted sale under any
execution, attachment or similar process, this Agreement and the rights and
privileges conferred hereby immediately will become null and void.

         Section 12.  AMENDMENTS. This Agreement may be amended in writing by
the Company and Recipient, provided that the Company may amend this
Agreement unilaterally (i) if the amendment does not adversely affect or
impair the rights of the Recipient, (ii) if the Company determines that the
amendment is necessary to comply with Rule 16b-3, or (iii) if the Company
determines that the amendment is necessary to prevent benefits under this
Agreement from constituting "applicable employee remuneration" within the
meaning of Section 162(m) of the Code. The Company shall give notice to the
Recipient of any such unilateral amendment either before or promptly after
the effective date thereof.

         Section 13.  NO RESTRICTION ON RIGHT OF COMPANY TO EFFECT CORPORATE
CHANGES. Neither the Plan nor this Agreement shall affect or restrict in any
way the right or power of the Company or its shareholders to make or
authorize any adjustment, recapitalization, reorganization or other change
in the capital structure or business of the Company, or any merger or
consolidation of the Company, or any issue of stock or of

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options, warrants or rights to purchase stock or of bonds, debentures,
preferred or prior preference stocks whose rights are superior to or affect
the Stock or the rights thereof or which are convertible into or
exchangeable for Stock, or the dissolution or liquidation of the Company, or
any other corporate act or proceeding, whether of a similar character or
otherwise.

          Section 14.  NO GUARANTEE OF TAX CONSEQUENCES. Neither the Company
nor any other Employer nor the Committee makes any commitment or guarantee
that any federal or state tax treatment will apply or be available to any
person eligible for benefits under this Restricted Stock Agreement.

          Section 15.  SEVERABILITY. In the event that any provision of this
Restricted Stock Agreement shall be held illegal, invalid, or unenforceable
for any reason, such provision shall be fully severable, but shall not
affect the remaining provisions of this Restricted Stock Agreement and this
Restricted Stock Agreement shall be construed and enforced as if the
illegal, invalid, or unenforceable provision had never been included herein.

          Section 16.  ELECTRONIC DELIVERY AND SIGNATURES. Recipient hereby
consents and agrees to electronic delivery of any Plan documents, proxy
materials, annual reports and other related documents. Recipient hereby
consents to any and all procedures that the Company has established or may
establish for an electronic signature system for delivery and acceptance of
Plan documents (including documents relating to any programs adopted under
the Plan), and agrees that his/her electronic signature is the same as, and
shall have the same force and effect as, his/her manual signature. Recipient
consents and agrees that any such procedures and delivery may be effected by
a third party engaged by the Company to provide administrative services
related to the Plan, including any program adopted under the Plan.

          Section 17.  COMMITTEE AUTHORITY. The Committee will have the power
and discretion to interpret this Agreement and to adopt such rules for the
administration, interpretation and application of the Agreement as are
consistent with the Plan and this Agreement and to interpret or revoke any
such rules, including, but not limited to, the determination of whether or
not any shares of Restricted Stock have vested. All actions taken and all
interpretations and determinations made by the Committee in good faith will
be final and binding upon the Recipient, the Company and all other
interested persons. No member of the Committee will be personally liable for
any action, determination or interpretation made in good faith with respect
to this Agreement.

          Section 18.  GOVERNING LAW. This Restricted Stock Agreement and any
other document delivered hereunder shall be construed in accordance with and
governed by the laws of the state of Missouri without regard to the
principles of conflicts of law. Each party hereto submits to the exclusive
jurisdiction of the Circuit Court for the County of St. Louis, State of
Missouri ("County Court") residing in St. Louis County for purposes of all
legal proceedings (including, but not limited to, actions to compel
arbitration under the provisions of this Restricted Stock Agreement) arising
out of or relating to this Restricted Stock Agreement or the transactions
contemplated hereby. In the event that the County Court is for any reason
not available for purposes of any such legal proceeding, then each party
hereto submits to the exclusive jurisdiction of the United States District
Court for the Eastern District of Missouri, Eastern Division (St. Louis).
Each party hereto irrevocably waives, to the fullest extent permitted by
law, any objections that either party may now or hereafter have to the
aforesaid venue, including without limitation any claim that any such
proceeding brought in either such court has

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been brought in an inconvenient forum, provided however, this provision
shall not limit the ability of either party to enforce the other provisions
of this section.

          Section 19.  AGREEMENT TO ARBITRATE CLAIMS. Recipient and the
Company acknowledge and agree that any and all disputes relating to or
arising out of this Agreement shall be resolved through binding arbitration
under the procedures specified by the Company's Dispute Resolution Program
(DRP). The results of said arbitration shall be final and binding on both
Recipient and the Company. Each party may enforce this section. Each party
hereto irrevocably waives, to the fullest extent permitted by law, any and
all rights to a jury trial.

          Section 20.  RELATIONSHIP TO THE PLAN. This Restricted Stock
Agreement has been entered into pursuant to the Plan, and each and every
provision of this Restricted Stock Agreement shall be subject to the
provisions of such Plan and the terms therein shall govern this Restricted
Stock Agreement.

          Section 21.  CONFORMITY WITH LOCAL LAWS. Notwithstanding any other
provision of this Agreement, the Company and Recipient agree that: (a) to
the extent that any provision of this Agreement is illegal or void under the
laws of the country or province (other than the United States or its states)
of which Recipient is a citizen or a resident ("Local Laws"), such provision
shall be deemed changed to the minimum extent necessary to conform to the
requirements of such Local Laws; (b) to the extent Local Laws require this
Agreement to contain a provision, whether it be a covenant, restriction,
prohibition, or otherwise, that provision shall be deemed included in this
Agreement; and (c) the provisions of this Agreement shall be deemed changed
to the extent necessary to ensure compliance by the Company and Recipient
with all Local Laws governing taxation. This Agreement may be restated by
the Company after the Award Date to reflect the changes provided in this
Section, and also may be restated by the Company in a language other than
English even if not required by Local Laws. Recipient's consent to any such
changes or restatements shall be required only to the extent required by
Local Laws or by the Company.

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