Exhibit 4.1

                         ANHEUSER-BUSCH COMPANIES, INC.
                           1998 INCENTIVE STOCK PLAN
    (Restated to reflect a 2-for-1 stock split effective September 18, 2000
                   and an amendment effective April 25, 2001)


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 72,000,000 shares, subject to adjustment as
provided in Section 9.  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; if one such Award is exercised or paid, no re-usage of shares shall
      result from the termination of the unexercised alternative Awards.

      (b)   Notwithstanding any other provisions of this Plan, the maximum
number of shares underlying Awards that may be granted to any Eligible Person
during any calendar year shall be 1,500,000, subject to adjustment as provided
in Section 9.

      (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.

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.


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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.  All or any portion of any
payment to a Recipient, whether in cash or shares of 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,
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; and

             (ii)   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
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


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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 14(a), in its discretion the Committee may
provide in any Award Document for the acceleration of vesting or the termination
of any condition 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 14(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 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 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 9, 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 as either 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.

      (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.


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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.   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), 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.


                                      -4-




SECTION 8.   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.

SECTION 9.   ADJUSTMENTS AND ACQUISITIONS.

      (a)   Subject to Section 9(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 maximum number of shares of Stock with respect to which
      Awards may be issued set forth in Section 2(a) of this Plan, the maximum
      number of shares of Stock for which ISOs may be granted set forth in
      Section 2(a) of this Plan, and the maximum number of shares of Stock which
      may be granted to any Eligible Person during any calendar year set forth
      in Section 2(b) 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 9(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
      or stock appreciation rights 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 or rights, 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.


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      (c)   The Committee shall not make an adjustment under Section 9(a), issue
Awards or assume options or rights under Section 9(b)(i), or increase the Share
Limitations under Section 9(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 or rights,
      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.

      (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 10.  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


                                      -6-




shall not be deemed to be beneficially owned by such underwriter for purposes of
clause (i) above.

      For purposes of this Section 10(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.

      (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 14(a).

      (c)   When Awards "vest," they become fully exercisable.  Vesting does not
mean that 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.

SECTION 11.  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

                                      -7-




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 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 12.  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 12(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 13.  DEFINITIONS.

      (a)   "Acceleration Date" has the meaning given in Section 10(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 9(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, or Limited Rights.

      (f)   "Award Document" means the written agreement or other document
referred to in Section

                                      -8-




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.

      (j)   "Committee" means the committee of the Board described in Section 11
hereof and any sub-committee established by such committee pursuant to Section
11(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 8.

      (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.

                                      -9-




      (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)   "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.

      (y)   "Share Limitations" has the meaning given in Section 9(a).

      (z)   "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.

      (aa)  "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 9.

      (bb)  "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.

      (cc)  "Vest" has the meaning given in Section 10(c).

      (dd)  "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 14.  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 10(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

                                      -10-




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.

      (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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