Anheuser-Busch Companies, Inc. Sample Contracts

Anheuser-Busch Companies, Inc. – Anheuser-Busch InBev Stock Options Grant of 25 November 2008 Terms and Conditions US Participants (December 2nd, 2008)
Anheuser-Busch Companies, Inc. – PRESS RELEASE Brussels and St. Louis, MO, 18 November 2008 – 1 / 5 (November 24th, 2008)

InBev (Euronext: INB) announced today that it has completed its acquisition of Anheuser-Busch (NYSE: BUD), following approval from shareholders of both companies. The combination creates the global leader in beer and one of the world’s top five consumer products companies. Under the terms of the merger agreement, all shares of Anheuser-Busch will be acquired for 70 USD per share in cash, for an aggregate of 52 billion USD.

Anheuser-Busch Companies, Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ANHEUSER-BUSCH COMPANIES, INC. (November 24th, 2008)

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

Anheuser-Busch Companies, Inc. – STIPULATION AND AGREEMENT OF COMPROMISE, SETTLEMENT AND RELEASE (November 7th, 2008)

This Stipulation and Agreement of Compromise, Settlement and Release (“Stipulation”) is made and entered into as of the 21st day of October 2008, by and between the parties to the action In re Anheuser-Busch Cos. S’holders Litig., Consol. C.A. No. 3851-VCP, pending before the Court of Chancery of the State of Delaware (the “Court”), and by and between the parties in certain litigation described below pending in the Circuit Court of the City of St. Louis, Missouri (the “Missouri State Court”) and the United States District Court for the Eastern District of Missouri (the “Missouri Federal Court”), by their respective undersigned counsel.

Anheuser-Busch Companies, Inc. – ANHEUSER-BUSCH COMPANIES, INC. KEY EMPLOYEE SEVERANCE PLAN FOR EMPLOYEES WHO RETIRE UNDER THE ENHANCED RETIREMENT PROGRAM (October 3rd, 2008)

WHEREAS, Anheuser-Busch Companies, Inc. (the “Company”), InBev N.V./S.A. (the “Parent”) and Pestalozzi Acquisition Corp. have entered into that certain Agreement and Plan of Merger dated as of July 13, 2008 (the “Merger Agreement”); and

Anheuser-Busch Companies, Inc. – ANHEUSER-BUSCH PREVIEWS STRONG THIRD QUARTER RESULTS 1/ (October 3rd, 2008)

In addition, the pricing environment in the U.S. beer market continues to be favorable. Management expects revenue per barrel3/ to increase nearly 4 percent in the third quarter, including favorable brand mix. As planned, implementation of the company’s 2009 price increase plan was initiated in the latter half of September. By October 1, Anheuser-Busch had taken pricing actions covering over 85 percent of the company’s U.S. beer volume.

Anheuser-Busch Companies, Inc. – ANHEUSER-BUSCH COMPANIES, INC. INTEGRATION BONUS PLAN (September 30th, 2008)

WHEREAS, Anheuser-Busch Companies, Inc. (the “Company”), InBev N.V./S.A. (the “Parent”) and Pestalozzi Acquisition Corp. have entered into that certain Agreement and Plan of Merger dated as of July 13, 2008 (the “Merger Agreement”); and

Anheuser-Busch Companies, Inc. – ANHEUSER-BUSCH COMPANIES, INC. KEY EMPLOYEE SEVERANCE PLAN (September 30th, 2008)

WHEREAS, Anheuser-Busch Companies, Inc. (the “Company”), InBev N.V./S.A. (the “Parent”) and Pestalozzi Acquisition Corp. have entered into that certain Agreement and Plan of Merger dated as of July 13, 2008 (the “Merger Agreement”); and

Anheuser-Busch Companies, Inc. – May ___, 2008 Re: Notice of Restricted Stock Award under Anheuser-Busch Companies, Inc. 2008 Long-Term Equity Incentive Plan for Non-Employee Directors Dear ______: (July 25th, 2008)

Under the terms of the Company’s 2008 Long-Term Equity Incentive Plan for Non-Employee Directors, and in accordance with your previous election or deemed election, you have been awarded the following shares of Restricted Stock:

Anheuser-Busch Companies, Inc. – May __ , 2008 Re: Notice of Deferred Stock Unit Award under Anheuser-Busch Companies, Inc. 2008 Long-Term Equity Incentive Plan for Non-Employee Directors Dear ________: (July 25th, 2008)

Under the terms of the Company’s 2008 Long-Term Equity Incentive Plan for Non-Employee Directors, and in accordance with your previous election or deemed election, you have been awarded the following Deferred Stock Units:

Anheuser-Busch Companies, Inc. – May ___, 2008 Dear _______: Re: Notice of Restricted Stock Award under Anheuser-Busch Companies, Inc. 2008 Long-Term Equity Incentive Plan for Non- Employee Directors (July 25th, 2008)

Under the terms of the Company’s 2008 Long-Term Equity Incentive Plan for Non-Employee Directors, and in accordance with your previous election or deemed election, you have been awarded the following shares of Restricted Stock:

Anheuser-Busch Companies, Inc. – AGREEMENT AND PLAN OF MERGER By and Among ANHEUSER-BUSCH COMPANIES, INC., INBEV N.V./S.A. and PESTALOZZI ACQUISITION CORP. Dated as of July 13, 2008 (July 16th, 2008)

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement“), dated as of July 13, 2008, by and among Anheuser-Busch Companies, Inc., a Delaware corporation (the “Company“), InBev N.V./S.A., a public company organized under the laws of Belgium (“Parent“), and Pestalozzi Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations“).

Anheuser-Busch Companies, Inc. – Stichting InBev registered seat: Hof plein, 20, NL 3022 AC Rotterdam, The Netherlands (July 16th, 2008)
Anheuser-Busch Companies, Inc. – Press Release (July 14th, 2008)

The enclosed information constitutes regulated information as defined in the Royal Decree of 14 November 2007 regarding the duties of issuers of financial instruments which have been admitted for trading on a regulated market.

Anheuser-Busch Companies, Inc. – BYLAWS OF ANHEUSER-BUSCH COMPANIES, INC. (As Amended and Restated June 26, 2008) INCORPORATED UNDER THE LAWS OF DELAWARE (June 26th, 2008)
Anheuser-Busch Companies, Inc. – SUMMARY OF COMPENSATION OF NON-EMPLOYEE DIRECTORS OF ANHEUSER-BUSCH COMPANIES, INC. (April 25th, 2008)
Anheuser-Busch Companies, Inc. – FIRST AMENDMENT OF ANHEUSER-BUSCH COMPANIES, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (Amended and Restated as of March 1, 2003) (February 29th, 2008)

In accordance with the provisions of Section 20 of the Anheuser-Busch Companies, Inc. Supplemental Executive Retirement Plan (the "Plan") and the resolution adopted by the Compensation Committee of the Board of Directors of Anheuser-Busch Companies, Inc. on September 25, 2007, the Plan is amended in the manner set forth below.

Anheuser-Busch Companies, Inc. – 2008 OFFICER BONUS PROGRAM UNDER THE ANHEUSER-BUSCH OFFICER BONUS PLAN (February 29th, 2008)

The Compensation Committee (the "Committee") of the Board of Directors of Anheuser-Busch Companies, Inc. (the "Company") hereby establishes the 2008 Officer Bonus Program (the "Program") in accordance with the Anheuser-Busch Officer Bonus Plan (the "Plan"), the terms of which are incorporated herein by reference, as follows:

Anheuser-Busch Companies, Inc. – CONSULTING AND NON-DISCLOSURE AGREEMENT AND GENERAL RELEASE (February 29th, 2008)

ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation with its principal offices at One Busch Place, St. Louis, Missouri, 63118, its affiliates, subsidiaries, divisions, successors and assigns, and their directors, officers, employees and agents, both in their official and individual capacities (all of whom are collectively referred to throughout this Consulting and Non-Disclosure Agreement and General Release as “Anheuser-Busch”), and MARK T. BOBAK (“Bobak”), residing in St. Louis, Missouri, mutually desire to enter into this Consulting and Non-Disclosure Agreement and General Release (“Agreement”) and agree as follows:

Anheuser-Busch Companies, Inc. – BYLAWS OF ANHEUSER-BUSCH COMPANIES, INC. (As Amended and Restated November 22, 2006 February 27, 2008 ) INCORPORATED UNDER THE LAWS OF DELAWARE (February 27th, 2008)

SECTION 1:1. The principal office of the corporation shall be at such place as the Board of Directors may from time to time determine, but until a change is effected such principal office shall be at One Busch Place, in the City of St. Louis, Missouri.

Anheuser-Busch Companies, Inc. – News (January 31st, 2008)

For the full year 2007, shipments-to-wholesalers increased 2 percent, and sales-to-retailers increased 1.3 percent with acquired and import brands contributing 170 basis points of growth to shipments and 160 points to sales-to-retailers.  Wholesaler inventories for Anheuser-Busch produced brands at the end of the year were approximately the same as year-end 2006.

Anheuser-Busch Companies, Inc. – INCENTIVE STOCK OPTION (FORM S.C.) COVER SHEET UNDER THE ANHEUSER-BUSCH COMPANIES, INC. 2007 EQUITY AND INCENTIVE PLAN GRANT INFORMATION (November 30th, 2007)

This Incentive Stock Option Cover Sheet (the “ISO Cover Sheet”) and the Standard Incentive Stock Option Form Agreement (Version 11/07) (the “Standard ISO Form”), which is incorporated herein by this reference, together constitute a single Incentive Stock Option Agreement (this “ISO Agreement”) under the Anheuser-Busch Companies, Inc. 2007 Equity and Incentive Plan (the “Plan”).  This ISO Agreement is between Anheuser-Busch Companies, Inc. (the “Company”) and the person named above under the caption “Granted To” (the “Optionee”).  By signing below, Optionee accepts the Options granted under this ISO Agreement, agrees to be bound by the terms of this ISO Agreement, and acknowledges that he or she has received, read, and understood a complete copy of the Standard ISO Form which is part of this ISO Agreement.  Optionee understands that he or she may request another copy of the Standard ISO Form from the Company as long

Anheuser-Busch Companies, Inc. – NON-QUALIFIED STOCK OPTION (FORM S.C.) COVER SHEET UNDER THE ANHEUSER-BUSCH COMPANIES, INC. 2007 EQUITY AND INCENTIVE PLAN GRANT INFORMATION (November 30th, 2007)

This Non-Qualified Stock Option (Form S.C.) Cover Sheet (the “NQSO Cover Sheet”) and the Standard Non-Qualified Stock Option Form Agreement (Version 11/07, Form S.C.) (the “Standard NQSO Form”), which is incorporated herein by this reference, together constitute a single Non-Qualified Stock Option Agreement (this “NQSO Agreement”) under the Anheuser-Busch Companies, Inc. 2007 Equity and Incentive Plan (the “Plan”).  This NQSO Agreement is between Anheuser-Busch Companies, Inc. (the “Company”) and the person named above under the caption “Granted To” (the “Optionee”).  By signing below, Optionee accepts the Options granted under this NQSO Agreement, agrees to be bound by the terms of this NQSO Agreement, and acknowledges that he or she has received, read, and understood a complete copy of the Standard NQSO Form which is part of this NQSO Agreement.  Optionee understands that he or she may request a

Anheuser-Busch Companies, Inc. – Anheuser-Busch Companies, Inc. to The Bank of New York Trust Company, N.A. Trustee Indenture (October 31st, 2007)

THIS INDENTURE, dated as of October 1, 2007, is between Anheuser-Busch Companies, Inc., a Delaware corporation (hereinafter called the “Company”) having its principal office at One Busch Place, St. Louis, Missouri 63118, and The Bank of New York Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, (hereinafter called the “Trustee”).

Anheuser-Busch Companies, Inc. – SUMMARY OF COMPENSATION OF NON-EMPLOYEE DIRECTORS OF ANHEUSER-BUSCH COMPANIES, INC. (October 26th, 2007)
Anheuser-Busch Companies, Inc. – ANHEUSER-BUSCH COS. REPORTS INCREASED SALES AND EARNINGS FOR THE THIRD QUARTER AND NINE MONTHS OF 2007 Earnings Per Share Increased to 15.9% (October 24th, 2007)

Consistent with the pattern in recent years, Anheuser-Busch plans to implement price increases on the majority of its U.S. beer volume in early 2008, with increases in several states in the fourth quarter 2007.  As in the past, pricing initiatives will be tailored to selected markets, brands and packages.

Anheuser-Busch Companies, Inc. – Re: Notice of Award under Anheuser-Busch Companies, Inc. 2006 Restricted Stock Plan for Non-Employee Directors (April 27th, 2007)

Under the terms of the Company’s 2006 Restricted Stock Plan for Non-Employee Directors, you have been awarded the following shares of Restricted Stock:

Anheuser-Busch Companies, Inc. – Date Name and Address of Director Re: Notice of Award under Anheuser-Busch Companies, Inc. 2006 Restricted Stock Plan for Non-Employee Directors Dear: (April 27th, 2007)

Under the terms of the Company’s 2006 Restricted Stock Plan for Non-Employee Directors, you have been awarded the following shares of Restricted Stock:

Anheuser-Busch Companies, Inc. – SECOND AMENDMENT to INVESTMENT AGREEMENT BY AND AMONG ANHEUSER-BUSCH COMPANIES, INC., ANHEUSER-BUSCH INTERNATIONAL, INC., AND ANHEUSER-BUSCH INTERNATIONAL HOLDINGS, INC. AND GRUPO MODELO, S.A. DE C.V., DIBLO, S.A. DE C.V., AND CERTAIN SHAREHOLDERS THEREOF (March 1st, 2007)

WHEREAS, Anheuser-Busch Companies, Inc., a Delaware corporation (“A-B”), Anheuser-Busch International Inc., a Delaware corporation (“A-BI”), Anheuser-Busch International Holdings, Inc., a Delaware corporation (the “Investor”), Grupo Modelo, S.A. de C.V., a Mexican corporation (“G-Modelo”), Diblo, S.A. de C.V., a Mexican corporation (“Diblo”), and certain shareholders of G-Modelo and/or Diblo are parties to an Investment Agreement dated as of the 16th day of June, 1993, as amended on August 31, 1994 (the “Investment Agreement”);

Anheuser-Busch Companies, Inc. – SUMMARY OF COMPENSATION OF NON-EMPLOYEE DIRECTORS OF ANHEUSER-BUSCH COMPANIES, INC. (March 1st, 2007)
Anheuser-Busch Companies, Inc. – CONFIDENTIAL AGREEMENT AND GENERAL RELEASE (March 1st, 2007)

This Confidential Agreement and General Release (“Agreement”) is between ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation with its principal offices at One Busch Place, St. Louis, Missouri, 63118, its affiliates, subsidiaries, successors and assigns (collectively “Anheuser-Busch”), and JOSEPH P. SELLINGER of 15 West Geyer, St. Louis, Missouri 63131 (“Sellinger”).

Anheuser-Busch Companies, Inc. – 2007 OFFICER BONUS PROGRAM UNDER THE ANHEUSER-BUSCH OFFICER BONUS PLAN (March 1st, 2007)

The Compensation Committee (the "Committee") of the Board of Directors of Anheuser-Busch Companies, Inc. (the "Company") hereby establishes the 2007 Officer Bonus Program (the "Program") in accordance with the Anheuser-Busch Officer Bonus Plan (the "Plan"), the terms of which are incorporated herein by reference, as follows:

Anheuser-Busch Companies, Inc. – CONFIDENTIAL AGREEMENT AND GENERAL RELEASE (March 1st, 2007)

This Confidential Agreement and General Release (“Agreement”) is between ANHEUSER-BUSCH INCORPORATED, a Missouri corporation with its principal offices at One Busch Place, St. Louis, Missouri, 63118, its parent, affiliates, subsidiaries, successors and assigns (collectively “Anheuser-Busch”), and JAMES F. HOFFMEISTER of 6902 Christopher Drive, St. Louis, Missouri 63129 (“Hoffmeister”).

Anheuser-Busch Companies, Inc. – ANHEUSER-BUSCH COMPANIES, INC. RELATED PERSON TRANSACTIONS POLICY (March 1st, 2007)

The Company’s Code of Business Conduct and Ethics provides that employees, executive officers and directors owe a duty to the Company to act with integrity, which requires among other things, being honest and ethical. This includes the ethical handling of actual or apparent conflicts of interest between personal and professional relationships. In addition, under applicable Securities and Exchange Commission (“SEC”) rules, the Company is required to disclose related person transactions as defined in the SEC’s rules.

Anheuser-Busch Companies, Inc. – INBEV AND ANHEUSER-BUSCH REACH AGREEMENT FOR EUROPEAN IMPORT BRANDS IN UNITED STATES (December 4th, 2006)

Effective February 1, 2007, Anheuser-Busch will import these premium brands and be responsible for their sales, promotion and distribution in the United States. These InBev brands, which had sales volumes of about 1.9 million hectoliters (or about 1.5 million barrels) in 2005, will be available to Anheuser-Busch’s U.S. wholesaler network where possible.