PLANT AGREEMENT

Between

ANHEUSER-BUSCH, LLC - HOUSTON

and

THE BREWERY AND SOFT DRINK WORKERS CONFERENCE, U.S.A. AND CANADA

and

LOCAL UNION 919

Affiliated With The International Brotherhood of Teamsters,

March 1, 2014 – February 28, 2019

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ARTICLE TABLE OF CONTENTS PAGE

1 Recognition

7

2 Union Security

7

3 Seniority

8

4 Leave of Absence

11

5 Discharges and Suspensions

14

6 Shop Stewards

15

7 Business Agents and Union Officials

16

8 Grievance Procedure

16

9 Wages

19

10 Workweek, Workday, Overtime

21

11 Vacations

29

12 Holidays

31

13 Rest Periods

32

14 Payment for Time Lost for Medical Attention Related to Injury Arising Out Of Employment

33

15 Going From Hot to Cold Temperatures and Vice Versa

33

16 Safety, Equipment and Clothing

33

ABI COMPENSATION – BARGAINING UNIT EMPLOYEES TRAVEL ON COMPANY BUSINESS

35

17 Hand Stacking of Full Half Barrels

36

18 Installation of New Machinery, Changes in Production Methods and / or Devices

36

19 Bulletin Boards

36

20 Emergency

37

21 Performance of Bargaining Unit Work

37

3

22 Responsibility of Employees When Taken Away From Their Assigned Work

38

23 Shift Preference By Seniority

38

24 Inter-Departmental Transfers

39

25 Non-Discrimination Because Of Union Activity

39

26 Non-Discrimination Because Of Race, Color, Religion, Sex, National Origin or Age

39

27 Disciplinary Transfers

40

28 Physical Examination

40

29 Bereavement Leave

40

30 Jury Duty Pay

41

31 Health and Welfare

41

32 Pensions

48

33 No Strikes or Lockouts

48

34 Entering Upon Struck and / or Picketed Premises

48

35 Subcontracting Letter of Intent and Clarification Of Article 35 – “Subcontracting”

48

49

36 Sick Leave

51

37 Labor-Management Committee For Excellence

51

38 Plant Past Practices

55

39 Local Brewery Supplemental Agreements

56

40 Other Contract Matters

56

41 Supplemental Unemployment Agreements

57

42 Anheuser-Busch Deferred Income Stock Purchase & Savings Plan

57

43 Maintenance Classifications

57

44 Tools

57

4

45 Operating Engineer Jurisdiction

58

46 Employee Job Security

58

47 Enhanced Early Retirement and SUB Contributions

62

48 Drug Testing

63

49 Electronic Posting

65

50 Duration

66

Addendum Severance Fund

67

Houston Overtime Charging Procedure

69

Letter of Clarification: Worksheet And Payment For Working On Scheduled Days Off – Operating Engineers Assigned To Shiftwork

70

Memorandum of Understanding: Operating Engineer Jurisdiction

71

Memorandum of Understanding: Twelve Hour Shifts

72

Letter of Understanding: Long-Term Supplemental Disability Insurance

74

Memorandum of Understanding: ABI Quality Assurance Departments

76

Memorandum of Understanding: Houston Brewery Quality Assurance Department

78

Letter of Understanding: Supplemental Workers Compensation

80

Memorandum of Understanding: Plant Maintenance Employees

81

Memorandum of Understanding: Painters / Carpenters

83

Houston Exception List Exhibit A: Article 35-Subcontracting

84

Memorandum of Understanding: Fork Truck Mechanics

86

Memorandum of Understanding: Main Hallway Cleaning 87

Memorandum of Understanding: Scheduling of Maintenance Employees When Drafted

88

Letter of Understanding: Tools

89

Letter of Understanding: Change in Daily Start Time-BP&S

90

5

Letter of Understanding; Non-metal Salvage Items

91

Memorandum of Understanding: Retired Employees as Weekend Relief

92

Inter-Departmental Overtime

93

Memorandum of Understanding: Vacation Eligibility

94

Memorandum of Understanding: Training-Shift Preference

95

Memorandum of Understanding: Apprentices / Seasonals / Weekenders

96

Memorandum of Understanding: Maintenance Technician Development Program

101

Memorandum of Agreement: Consumption of Beer

105

Memorandum of Agreement: Joint Health Care Task Force

107

Memorandum of Agreement: 415 Compliance Procedures

108

Supplemental Memorandum of Agreement: 415 Compliance Procedures

109

Vacation In Lieu of Layoff

110

Memorandum of Understanding: Weekend Overtime During Layoff

111

Birthday Holidays

112

Memorandum of Understanding: Holidays

113

Memorandum of Understanding: Retiree (3-1-85 and Before 2-29-88) Health and Welfare

116

Memorandum of Understanding: Retiree (5-1-88 and Before 2-28-91) Health and Welfare

117

Call-In Procedure

118

Memorandum of Understanding: Employee Beer

119

Memorandum of Understanding: Renewable Energy Projects

120

Memorandum of Understanding: Commitment to Keep All Breweries Open

122

Letter of Understanding: VPO 124

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CLARIFICATIONS

The Clarifications set forth within the applicable provisions of this agreement were written with the understanding that both the Company and the Union would be able to use them in connection with any issues with respect to the specific provisions they address. We also believe it is important that our employees should have access to these clarifications so that they may understand the intent and interpretation of those provisions. Therefore, the clarifications are incorporated into the applicable contract provisions with the understanding that, although not part of the contract language itself, these clarifications are the Company’s effort to clear up any misunderstandings as to the meaning and interpretations of the proposed contract language contained in the Company’s March 28, 1998 final offer and subsequently ratified by the Union.

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ARTICLE 1 RECOGNITION

Section 1. Recognition. Anheuser-Busch, LLC, Houston, Texas, hereinafter called the "Company", hereby recognizes National Conference of Brewery and Soft Drink Workers, and Teamsters Local No. 919, both affiliated with the International Brotherhood of Teamsters, hereinafter called the "Union", as the sole and exclusive bargaining agent in the matter of wages, hours and other conditions of employment for all of the following employees at its Houston, Texas Brewery: a. Production and Laboratory: All Production and Laboratory employees as certified by the National Labor Relations Board on June 20, 1966. More specifically, all employees engaged in the Brewing, Packaging, Laboratory, and Warehousing operations at the Company's Houston, Texas Brewery. Whenever the terms "Department” or "Departments" are used in this Agreement, they shall mean Brewing, Packaging and Shipping, and Laboratory. b. Stationary Engineers: All Stationary Engineers employed at its Houston, Texas Brewery. Where the term "Utility Operator" appears in the contract for Houston, Texas it will mean "Operating Engineer." c. Plant Maintenance Employees: All Plant Maintenance employees including Machinists/Pipefitters, Painters/Carpenters, and Fork Truck Repairmen employees of Anheuser-Busch, LLC at its Houston, Texas Brewery as certified by the National Labor Relations Board in Case No. 23-RC-4118 on August 20, 1974. Exclusions: Excluding all other employees including Electricians, Office Clerical employees, Guards, Watchmen and Supervisors as defined in the Act. Section 2. Scope of Agreement. This Plant Agreement combines all provisions agreed upon in the 2014 renewal negotiations into one document to ensure adequate and proper administration; therefore, it comprises the entire agreement. The duration of this Plant Agreement is subject to and controlled by the terms of the Master Agreement. Section 3. Whenever the term "he" or "man" is used to describe an employee, it shall apply to all employees without regard to gender. Section 4. New Departments. In the event the Company establishes a new department which would be covered by this Agreement, employees in existing departments will be allowed to transfer into the new department on the basis of their plant seniority, provided they possess the necessary qualifications as set by the Company to perform the work required. Section 5. Successorship. This Agreement shall be binding upon the successors, purchasers, assignees or transferees of the Employer whether such succession, purchase, assignment or transfer in whole or in part be effected voluntarily or by operation of law; and in the event of the Employer's merger or consolidation with another Company or Companies, this Agreement shall be binding upon the merged or consolidated Company.

ARTICLE 2 UNION SECURITY

Section 1. Hiring. The Company shall notify the Union whenever additional employees are

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needed and the Union shall have an opportunity to furnish applicants before the positions are filled. The Company retains the right to reject any applicant referred by the Union. The Company may hire employees from any source. Section 2. Union Shop. In the event the Union Shop becomes legal in the State of Texas during the term of this Agreement, a Union Shop provision shall be added to this Agreement and shall become effective on the earliest date permitted by law. The precise language of said Union Shop provision shall be negotiated during the period between the date upon which the necessary amendments of the present federal and/or state laws are enacted and the date upon which said amendments become effective. Section 3. Union Security. The Company agrees to deduct from the pay of all employees covered by this Agreement the regular dues, initiation fees, and general assessments and agrees to remit to said Local Union all such deductions, provided that the Union delivers to the Company a written authorization, signed by the employee irrevocable for one year or expiration of this Agreement, whichever shall occur sooner. The Union shall certify to the Company in writing each month a list of its members working for the Company who have furnished to the Company such authorization, together with an itemized statement of regular dues, initiation fees, and general assessments to be deducted for such month from the pay of such members. The Company shall deduct and remit to the Union in one lump sum the amount so certified in respect to each such member from the first paycheck of such member following receipt of such certification of statement and remit the same to the Union within fourteen (14) days following such deduction. For purposes of this Section 3, the term "general assessment" shall not include fines but shall be limited to assessments authorized by the membership of the Local Union which apply uniformly to all employees covered by this Agreement. Under the terms of this Article, and in those states where Union Shop is legally permissible, the employer shall have no obligation to discharge any employee at the request of the Union except for non-tender of regular dues and initiation fees normally required of all employees. Section 4. Harmonious Relations. In order to promote harmonious relations between the parties, the Company shall give all new employees a copy of this Agreement and will suggest to each new employee at the time of his employment that he voluntarily sign the application card for membership in the Union and execute an authorization for the checkoff of Union dues and initiation fee on the forms furnished by the Union. A copy of such authorization card shall be forwarded to the Financial Secretary of the Local Union along with the membership application of such employee. Section 5. DRIVE. Upon request from the Local Union, the Company agrees to deduct contributions to DRIVE from the wages of those employees who may voluntarily execute a form to authorize such deductions prepared and furnished to them by the Union. The authorization for and remittance to the Union of such deductions by the Company shall be in conformance with all applicable laws.

ARTICLE 3 SENIORITY

Section 1. All employees hired on or after May 1, 1998 (including Apprentices and employees hired into the MTDP, Maintenance, Utilities, and as Quality Assurance Analysts) shall serve a probationary period of six (6) months of work during which they may be terminated without Union review. (CLARIFICATION: The only exception to this, as in the past, would be where the parties mutually agree to extend the probationary period for exceptional reasons. This provision is not intended to change the way new employees will be considered by the Company during the

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probationary period. The Company will not use the six-month probationary period to remove new employees, including apprentices, who are nearing completion of their probationary period (i.e., no “revolving door” of new employees).) Upon successful completion of the six (6) month probationary period, employees other than Apprentices and employees in the MTDP shall become regular employees and be credited with seniority from the date of the commencement of their employment with the Company. Provided, however, no employee becoming regular shall be placed ahead of any employee then on the seniority roster. Such employee shall be placed on the seniority roster and credited with seniority commencing the day following the seniority date of the lowest employee then on the seniority roster. (CLARIFICATION: The Company will not change the time for eligibility for health insurance as a result of the change in the probationary period.) (CLARIFICATION: Employees do not attain seniority status as weekenders, so the probationary period does not apply to them. As is currently the case, time worked as a weekender does not count toward the probationary period as a new apprentice or regular.) (CLARIFICATION: This probationary period will not change the current time period during which newly-hired employees are to be scheduled for overtime assignments after regulars or other apprentices in those breweries where this procedure applies.) Section 2. For Production Workers seniority shall be on a plant-wide basis in the Production Department and shall be defined as the employee's length of service with the Company in the bargaining unit covered by this Agreement. Seniority for plant Maintenance employees shall be defined as the length of service with the Company in that employee's classification. Seniority for Stationary Engineers shall be defined as the length of service with the Company as Stationary Engineers in the bargaining unit, except as provided in Section 9 of this Article. Seniority as so defined, shall be used in settling all matters governed by seniority. Section 3. Rehire. Once an employee covered by this Agreement ceases to be a regular employee and is thereafter rehired by the Company, he shall be rehired as if he had never been previously employed by the Company. Section 4. Seniority Determination. Effective as of the execution date of this Agreement, the relative seniority of employees hired on the same day shall be determined by lot. Section 5. Layoffs. In the event of layoff, employees shall be laid off in the order of their seniority (Maintenance employees by classification seniority), i.e., those with the lowest seniority shall be laid off first and those with the highest seniority last. When employees are recalled, they shall be recalled in the reverse order of layoff. When an economic layoff becomes necessary, the Manager of People shall furnish the Union with a list of all employees affected and their seniority status, at least three (3) working days prior to the scheduled date of layoff or as soon as the Company becomes aware of the necessity of a layoff, whichever is the lesser. Section 6. Notice of Recall. Notices of recall from layoff shall be given by the Company to the recalled employees in the most expeditious manner possible. It shall be the responsibility of each employee to keep the People Office informed of the employee's current telephone number and address to enable the Company to give this notice. If an employee cannot be reached for recall in the order of his seniority, the Company may proceed to call the next most senior employee who is on layoff. At the time employees are recalled, or as soon thereafter as is feasible, the Company shall give the Union the names of the employees recalled and the date upon which they are expected to return to work. The Company shall make every reasonable effort to complete telephone notice of recall, but if the Company is unable to

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complete telephone notice of recall to any employee, the Company shall notify the steward or alternate of the affected employee. The steward or alternate shall try to locate the employee by phone. If the Company and steward or alternate fail to locate laid off employee, the Company will locate the employee by registered letter, which shall instruct the employee to notify the Company's People office of the date upon which he will be available for work. A copy of such letter shall be delivered to the employee's Shop Steward or alternate before the time at which the letter is received by the employee. Such employee shall be scheduled to return to work on the date he states he will be available, if work is then available, and the least senior recalled employee shall then be laid off, if necessary. If such employee reports at the plant for work without having given the Company advance notice of his availability to work, he shall not be given work or pay for that day, but shall be scheduled to return to work the following day and the least senior recalled employee shall then be laid off, if necessary. Section 7. Seniority List. The Company shall supply the Union with a list of employees in the order of their seniority (Maintenance employees by classification seniority), as that term is defined in Section 2 of this Article. This list shall include the name, address as shown on the Company's records, and the date of hire of all employees covered by this Agreement. The list shall be brought up-to-date by the Company, with a copy to the Union, every three months. The Company shall mail to the Union, weekly, the names, addresses, date of hire, and clock number of all employees who have been hired, laid off, suspended, discharged and re-employed. Section 8. Termination of Seniority. Seniority shall be lost by: (a) Quit or discharge for just cause; (b) Failure to report for work within ten (10) days after receipt of recall notice by

employee and the Union, unless excused for good reason by the Company; (c) Layoff in excess of twenty-four (24) months; (d) Failure to return to work upon expiration of leave of absence; (e) Absence from work for a period of five (5) consecutive working days without notifying

the Company unless the employee can present a valid reason which prevented his/her notifying the Company;

(f) Absence in excess of twenty-four (24) consecutive months due to non-occupational

illness or injury or thirty-six (36) consecutive months for occupational illness or injury or any combination of occupational and non-occupational illness or injury unless prohibited by applicable law.

Section 9. Supervisors. When an employee accepts a supervisory or other position with the Company, he will lose all of his seniority rights in the bargaining unit. If the employee returns to the bargaining unit, he will start as a new employee for the purpose of layoff, vacation selection, etc., but will hold all seniority for fringe benefits only, such as vacation earned, etc. Section 10. Inter-plant Transfer. The Company agrees that no employee of the Company will be allowed to transfer into any other plant of this employer and retain his seniority, except as specified in Article 47.

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ARTICLE 4 LEAVE OF ABSENCE

Section 1. Union Leave. Leave of absence shall be granted employees selected or appointed to a full-time paid official position with the Union or the Houston Teamsters Federal Credit Union and their seniority at the time of such leave shall be maintained and accumulated and on return to work, provided they return within one hundred eighty (180) calendar days of termination of their Union or Houston Teamsters Federal Credit Union position, they shall revert to their original position on the seniority list as if their employment had continued, and their Health and Welfare benefits under this Agreement shall be reinstated as of the day upon which they return to work. Section 2. Personal Leave. For just reasons, and conditions being permissible, regular employees may be granted leave of absence for six (6) months or less with the privilege of applying for a renewal for one (1) additional six (6) month period or less without prejudice to seniority rights, or any other rights, provided that the application for the renewal is approved by the Company and the Union. Neither the Company nor the Union shall withhold the privilege of the initial leave of absence except for just cause. Leave of absence shall not be granted for the performing of outside employment except as stated in Section 1 of this Article. Section 3. Military Leave – Ordered to Active Duty. The following sets forth the supplementary compensation, benefits and reemployment rights available to employees who are ordered to active duty with the armed forces of the United States and return to employment with the Company immediately when the required active military duty ends. If any provision hereof cannot be satisfied because it is inconsistent with the provisions of any employee benefit plan which cannot be changed without the agreement of a third party who cannot or will not agree to the change, such as a multi-employer plan, an HMO contract or an insurance contract, the provisions of the employee benefit plan will control. 1. Who is Eligible: Any full-time employee who is required to serve on active duty in the United States

armed services at any military installation worldwide by order of the United States government is eligible for the compensation, benefits and reemployment rights described herein. If an employee voluntarily enlists or reenlists for active duty, the employee’s compensation, benefits and reemployment rights, if any, shall be those provided for under law rather than as set forth here with respect to the period of voluntary active duty and upon return from voluntary active duty.

2. Compensation: The Company will supplement the employee’s military pay with compensation equal

to the difference between the employee’s base wages and the employee’s military base pay (excluding allowances) during active duty.

To be eligible,

• The employee must furnish appropriate documentation of the employee’s military pay and allowances to permit calculation of payments due. This should be provided to the People Department.

• If active duty is expected to last more than 31 days, the employee must establish an account with

the Anheuser-Busch Employees’ Credit Union to receive these payments. All Company payments to the employee during the absence will be made directly to the employee’s credit union account through the accu-pay system.

3. Group Insurance Benefits: If, at the time the employee is called to active duty, the employee is

participating in any Company-administered group health and/or life insurance programs or a multi-

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employer health and welfare benefit plan based on employment with the Company, the employee’s eligible dependents will continue to be covered while the employee is on active duty so long as the employee continues to pay required premiums, if any. If the dependents’ coverage ends during the employee’s active duty because the employee does not pay required premiums, the employee’s eligible dependents will be eligible for immediate reinstatement if the employee returns to employment with the Company within the time specified in paragraph 8.

If the employee is covered when ordered to active duty, the employee’s own medical coverage under any Company-administered plan will end 31 days after active duty begins, unless the employee elects to continue coverage for up to 17 additional months and pays the full cost of the employee’s individual coverage during this period. If the employee continues medical coverage under a Company-administered plan, injuries or illness attributable to military service may not be covered under the Company-administered plan.

If the employee is covered under a multi-employer plan, that plan’s provisions will govern regarding if and when the employee’s medical coverage ends, whether the employee can continue coverage at the employee’s full cost and whether any injuries or illnesses attributable to military service will be covered. If the employee is covered when ordered to active duty, the employee’s life, AD&D and long-term disability insurance coverage under any Company-administered plan may continue while on active duty if the employee continues to pay required premiums, if any. The governing insurance contracts (or summary plan descriptions if there is no insurance contract) may contain inclusions and exclusions regarding particular war and terrorism-related losses.

If an employee’s own Company-administered plan coverage ends during active duty because the employee does not pay required premiums, or the period when coverage is available expires, the employee will be eligible for immediate reinstatement upon return to employment with the Company within the time specified in paragraph 8.

4. 401(k) Plan: If an employee is a participant in the 401(k) Plan when ordered to active duty, the

employee may continue to make contributions to the 401(k) plan based on the supplemental compensation the employee receives from the Company while on active duty. The Company’s matching contributions will also continue, based on the employee’s actual contributions. An employee’s ability to modify investment options and to receive distributions and/or loans will be handled on the same basis as for active employees while the employee is on active duty. If the employee returns to active employment with the Company within the time specified in paragraph 8, the employee will also be able to make up any contributions the employee missed and receive the corresponding Company matching contributions, but the employee will not be entitled to earnings on these make-up contributions and matching contributions until they are made.

5. Pension Plan: If an employee is covered by a Company-administered pension plan or jointly-trusteed

pension plan based on employment with the Company when ordered to active duty, the employee will be able to earn vesting and benefits for the period of active duty in the armed services for purposes of the plan if the employee returns to employment with the Company within the time specified in paragraph 8. If employee contributions are required or permitted under the employee’s plan, the employee will be able to make up for any contributions missed while on active duty when the employee returns to employment with the Company. If employee contributions are required in order to receive credited service under the plan, the employee will not receive the credited service unless and until the employee makes the contributions. Also, for defined contribution plans, the employee

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will not be entitled to earnings related to employee contributions or the Company’s contributions until the contributions are actually made.

If an employee is covered by a multi-employer pension plan based on employment with the Company, vesting service, benefit accrual and employee and employer permitted or required contributions, if any, will be governed by the terms of the applicable plan.

6. Vacation: An employee’s period of active duty counts as service with the Company for purposes of

determining the number of weeks of vacation the employee is entitled to after return to Company employment, but no vacation pay will be earned during active duty. If an employee is unable to take all of the vacation the employee earned in the year before active duty begins, the year in which active duty begins or the year of return to employment with the Company, the employee will be reimbursed for the unused vacation by deposit in the employee’s accu-pay account.

7. Sick Days: An employee will be eligible for sick days for any year or partial year in which the

employee works at the Company. 8. Return to Employment: To obtain reinstatement of employment and benefits with the Company

when an employee’s required active duty ends, the employee must not have had a dishonorable discharge, a discharge under other than honorable conditions, or a discharge for bad conduct, and the employee must notify the Company of his/her return within the following period of time after the required active duty ends:

If military leave is: Notification of return to employment not later than: Fewer than 31 days The next scheduled work day after active duty ends (but not less

than 8 hours after returning home) 31 – 180 days 14 days after release from active duty 181 days or longer 90 days after release from active duty If an employee is ill or injured when the required active duty ends, the employee should be sure to check with the Company within these time periods. There may be an exception that permits return to work at a later time. Section 4. Educational Leave of Absence. With the approval of the Union, an employee with one (1) year or more of seniority, at the discretion of the Company, may be granted a leave of absence to further his education as a full time student in a course of study leading to a degree or at a recognized trade school which is job related. The length of the leave shall not exceed the amount of seniority of the employee or four (4) years, whichever is the shorter. Verification that the employee on leave is continuing his educational program can be required by the Company or the Union. Section 5. Maternity Leave. Maternity leave shall be governed by applicable law. Section 6. Medical Leave. An employee who is unable to work due to bona fide non-occupational illness or injury may apply for medical leave. The application for leave will specify the medical condition for which leave is requested and will be accompanied by a statement from the employee's physician with respect to the employee's inability to work and the expected date of return to work. The initial leave will be granted for the period of time specified by the physician, in writing, and may be extended in the event additional time is required, in the same manner as the request for the initial leave. The total length of leave, including the initial leave and extensions shall not exceed twenty-four (24) months.

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Medical Leaves of Absence which are not qualified under the Family and Medical Leave Act may be granted for periods of less than five (5) days (subject to the application/certification procedures established by the Company). A bona fide medical leave, whether for more or less than five days, shall not count against an employee for the purposes of a Brewery’s Attendance and Tardiness Policy and shall be considered a Qualified Absence for the purposes of eligibility for work and premium pay on weekends and holidays. However, the Company retains its right to establish application/certification procedures for Medical LOA’s. The Company will not tolerate abuse of Medical Leaves by employees or their physicians. Therefore, in order to prevent abuse of such leaves and to ensure that Medical Leaves are only granted for serious and legitimate medical problems, the Company may, as an element of its certification procedures, require verification of the need for and length of a medical leave by a Company-designated physician. Section 7. Family and Medical Leave Act: The Company and the Union agree to comply with the Family and Medical Leave Act of 1993 (FMLA) as it may be amended from time to time. The parties further agree that the Company reserves all rights and privileges granted to it under the FMLA. Any dispute concerning the interpretation or application of the FMLA shall be subject to the terms of the grievance and arbitration procedure, the last step of which is final and binding arbitration. (CLARIFICATION: This provision on the Family and Medical Leave Act (FMLA) is intended, in part, to reinforce the commitment of the Company that, in most cases, the best method for resolving disputes in the workplace is through the agreed-upon grievance and arbitration procedure. There are, however, still unresolved legal issues regarding access to the courts or other administrative procedures for issues arising under the FMLA and whether an employee can, in all cases, be compelled to resort to the grievance and arbitration procedure in connection with such issues. Although the Company will maintain its position that employees are bound by the grievance and arbitration procedure to resolve any FMLA disputes, the Company understands that the Union may still contend in a future dispute that employees need not exhaust the grievance and arbitration procedure before resorting to litigation or administrative procedures to resolve FMLA issues.) Section 8. Leaves of Absence. Leaves of absence for non-occupational illness or injuries, including all extensions and renewals, shall not exceed a period of twenty-four (24) consecutive months. Absences due to occupational illness or injury or any combination of occupational and non-occupational illness or injury, including all extensions and renewals, shall not exceed a period of thirty-six (36) consecutive months regardless of whether the employee is receiving or continues to receive workers’ compensation benefits unless prohibited by applicable law.

ARTICLE 5

DISCHARGES AND SUSPENSIONS Section 1. Discharge and Discipline. The right of the Company to discharge, suspend, or otherwise discipline in a fair and impartial manner for just and sufficient cause is hereby acknowledged. With the exception of absence or tardiness issues, notice of the possibility of disciplinary action shall be given to the employee or, in the employee's absence, to the steward within five (5) working days after the Company has knowledge of the alleged infraction or of the employee's involvement. Whenever an employee is discharged, suspended or otherwise disciplined, the Union and the employee shall promptly be notified in writing of such discharge, suspension or other disciplinary action and the reason therefore. No discipline, written notice of which has not been given to the Union and the employee, nor any discipline which has been given more than twenty-four (24) months prior to the current act, shall be considered by the Company in any subsequent discharge, suspension, or other disciplinary action. If an employee is suspended or discharged, he shall be allowed to complete his regular shift or be paid for the

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balance of the shift. Section 2. Procedure. If the Union is dissatisfied with the discharge, suspension or other disciplinary action, the questions as to whether the employee was properly discharged, suspended, or otherwise disciplined shall upon request of the Union, be reviewed in accordance with the grievance procedure set forth in this Agreement. Section 3. Paid Status: Discharge Cases: In the event of a discharge, the employee discharged will be removed from the job but will continue to receive pay in an amount equal to lost straight-time work opportunity until any grievance concerning the discharge is resolved, not to exceed a maximum of seventeen (17) days. Other Discipline: In the event of disciplinary action not involving discharge but involving suspensions or letters of reprimand, the Company will withhold imposing the discipline until any grievance concerning the discipline is resolved. Section 4. Implementation of Discipline. Disciplinary action shall be commenced within five (5) working days after the Company receives written notice of the M.P.G.C. decision, unless otherwise mutually agreed upon between the Union and the Company, or directed by the M.P.G.C. or the employee subject to discipline is not in a working status.

ARTICLE 6

SHOP STEWARDS Section 1. Steward Designation. The Company agrees to recognize one Shop Steward on each shift in the following departments: (a) Brewing (b) Quality Assurance Section 1-A. The Company agrees to recognize two Shop Stewards on each shift in the Beer Packaging and Shipping Department. Section 1-B. For Stationary Engineers, the Company agrees to recognize an elected Shop Steward who may appoint alternates to act on his behalf on the other shifts. Section 1-C. In Maintenance, the Company agrees to recognize two Shop Stewards on the day shift and one Shop Steward on each of the other shifts as designated by the Union. Section 2. Grievance Processing. If the Shop Steward shall find it necessary to perform his union duties during working hours, he shall be promptly released from work by his Supervisor to the extent of investigating the matter and conferring with the Supervisor or immediate supervisor of his department, without loss of pay. If the Shop Steward fails to effect a settlement, he shall immediately report by telephone to the Union Business Agent and then immediately resume work. If the Shop Steward finds it necessary, he will place the grievance in writing and submit it in accordance with Article 8, Section 2 of this Agreement. If a Step 1 or Step 2 grievance meeting is scheduled outside of the Shop Steward's normal working hours, the Steward shall be paid the applicable overtime rate for the time spent in the meeting.

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The Management-designated representative and the Business Representative of the Union shall reasonably be available to each other during the Shop Steward's normal working hours. Section 3. No Precedent. Any settlement of a question by the Shop Steward and the immediate supervisor of any employee involved in a dispute shall not establish a precedent or conflict in any manner with the provisions of this Agreement. Section 4. No Strike Action Authority. The Shop Stewards and alternates have no authority to take strike action, or any other action interrupting the Company's business, except as authorized by official action of the Union. The Company recognizes these limitations upon the authority of the Shop Stewards and their alternates, and shall not hold the Union liable for any unauthorized acts, provided that in the event of any unauthorized action, the Union, through its Business Agent, shall notify the Shop Steward, alternates and members that the actions are unauthorized and that such actions should be terminated immediately. The Union's Business Agent, upon request, shall notify the Company whether or not the action is the authorized action of the Union. The Company, in so recognizing such limitations, shall have the authority to impose proper discipline, including discharge, in the event the Shop Steward has taken unauthorized strike action, slowdown, or work stoppage in violation of this Agreement.

ARTICLE 7 BUSINESS AGENTS AND UNION OFFICIALS

Section 1. Authorized Business Agents and other duly Authorized Representatives of the Union, Officers and Representatives of the National Brewery Conference and the International Union may have access, during working hours, to any department of the Company's establishment, if employees whose work is covered by this Agreement are employed therein, upon notification to the Company or the Company's Authorized Representatives of his intended presence on the premises. The Company shall at all times have on the premises an Authorized representative to accept the required notification.

ARTICLE 8 GRIEVANCE PROCEDURE

Section 1. DEFINITION. A grievance within the meaning of this procedure shall be defined as any difference between the Company and the employee covered by this Agreement or between the Company and the Union as to the following:

(a) Any matter relating to wages, hours of work, or working conditions covered by this Agreement; or

(b) Any matter involving the meaning, interpretation, application or alleged violation of this Agreement by the Company.

The Company and the Union must resort to the use of the grievance and arbitration procedure established herein; provided, however, that this shall not be construed as requiring the originator to process a grievance which he considers as having insufficient or no merit. Section 2. GRIEVANCE PROCEDURE. Prior to the institution of any grievance, any employee who believes he has suffered a grievance, must, with the assistance of a steward, attempt to resolve the matter with his supervisor. The supervisor has the responsibility and the authority to resolve the employee’s grievance. The steward has the responsibility and the authority to settle, withdraw or refer the grievance

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to the further steps of the grievance procedure. It is specifically understood that the disposition of grievances at this informal level of the grievance procedure shall in no way constitute a precedent regarding the disposition of future grievances and disposition of grievances at this informal level shall be without prejudice to the position of either the Company or the Union.

STEP 1. Any grievance which remains unresolved following the informal discussion referred to in the preceding paragraph may be referred by the steward to the department head or his designated representative for adjustment within five (5) working days after the occurrence of the event giving rise to the grievance. The representative of management shall give an oral reply within two (2) working days after submission of the grievance. Grievances concerning employees in more than one department, or general Union grievances, may be presented in writing under Step 2 without proceeding through Step 1.

STEP 2. If the grievance is not adjusted under Step 1, then within four (4) working days after the Company’s Step 1 reply, the grievance shall be submitted in writing to the Manager of People.

The written grievance shall set forth the specific provisions of the Agreement alleged to be violated. At a mutually agreed-upon time, but not later than seven (7) working days after the written grievance is submitted, the Management-Designated Representative and the Business Representative of the Union or his/her designee shall meet to discuss the written grievance. The Management-Designated Representative shall give the Company’s written Step 2 answer to the written grievance within four (4) working days from such meeting.

Within seven (7) working days after receipt of the Company’s written Step 2 answer, the Union shall advise the Company that the Company’s Step 2 answer is acceptable or that the grievance is appealed to the Multi-Plant Grievance Committee. Thereafter, if the grievance is not resolved, the Union and the Company shall meet and prepare the M.P.G.C. form which will include the facts which are not in dispute. Representatives of the Company and the Union shall reasonably be available to each other during office hours to complete this form. The form shall be presented with the parties’ position statements to M.P.G.C.

Appeals of Oral and Written Reprimands shall be excluded from the jurisdiction of the M.P.G.C. If a reprimand is settled at the local level, it may not later be appealed to the M.P.G.C. in connection with a subsequent suspension or discharge and it shall be considered by the M.P.G.C. as part of the employee’s record if it was issued within the time limits for considering prior discipline. If a reprimand is not agreed to at the local level, it shall be reviewed by the M.P.G.C. in conjunction with a subsequent suspension or discharge which is based in part on the issuance of the reprimand. In such a case, the review of the reprimand shall be heard together with the suspension or discharge. A reprimand which is upheld by the M.P.G.C. upon review in conjunction with a subsequent suspension or discharge shall be considered by the M.P.G.C. in assessing the appropriate level of discipline in the suspension or discharge arbitration.

STEP 3. Grievances appealed by the Union from Step 2 shall be decided by the Multi-Plant Grievance Committee. Decisions of the M.P.G.C. shall be made by unit vote, management representatives casting one vote and the union representatives casting one vote. Decisions of the M.P.G.C. shall be final and binding on all parties with no further appeal.

The M.P.G.C. shall consist of two representatives of the Company, at least one of whom shall be a representative of Anheuser-Busch Companies, LLC corporate management and one representative who may be an Anheuser-Busch, LLC corporate management or a brewery People Manager or his assistant, and two representatives of the Union, at least one of whom shall be a representative of the Brewery and Soft Drink Workers Conference, and one representative who may be a Business Agent servicing a covered plant or, in the event he is unavailable, his alternate (a full time employee of the Local Union or a

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designated officer thereof). Plant and Local Union representatives shall not serve on the M.P.G.C. panel where the M.P.G.C. is considering a grievance from the local representative’s plant. Each party shall designate one of its representatives to act in the capacity of co-secretary to the M.P.G.C.

The parties shall appoint a neutral who shall be a member of the M.P.G.C. panel. The neutral shall preside over the M.P.G.C. hearings and the Executive Sessions. In the event that the representatives of the Company and the Union deadlock on the matter presented, the neutral shall decide the case. Every M.P.G.C. decision shall be authenticated by the signature of the neutral. Rather than recalling the parties for an announcement of the decision, such decision in each case will be simultaneously faxed to the parties.

The neutral shall be selected by the parties on an annual basis. If the parties cannot agree on a neutral, they shall jointly request from the American Arbitration Association, a list identifying ten qualified arbitrators. The parties shall meet and mutually select the neutral from the AAA list as expeditiously as possible. In the event that the parties cannot agree to a neutral from the first AAA panel, they shall jointly request another panel from the AAA and continue with this process until a neutral is mutually selected. The cost of the M.P.G.C. including the selection, compensation, and expenses of the neutral shall be divided equally between the parties unless otherwise noted below. Section 3. M.P.G.C. PROCEDURES The Company and Union representatives of the M.P.G.C. shall formulate rules of procedure to govern the conduct of the M.P.G.C. proceedings.

(a) The grievance shall be docketed on the date the Union appeals the grievance to the M.P.G.C. The fee is incurred on the date of the docketing of the case. The parties shall each pay $250.00 as their fee in suspension and discharge cases. The fee shall be $500.00 for all other cases, to be paid in its entirety by the party which is determined by the panel, or by the neutral in the event the representative of the Company and the Union are deadlocked, to be the losing party considering the overall scope of the case.

(b) In the event the panel is unable to hear all the cases docketed, the panel is authorized to schedule a continuance before the next scheduled M.P.G.C. session to adjudicate the outstanding cases.

(c) The Union and the Company shall exchange position statements seven (7) days prior to the

first day of the next M.P.G.C. meeting date. Position statements for cases involving subcontracting may be exchanged as late as five (5) days prior to the first day of the next M.P.G.C. meeting.

(d) Rebuttals and any supporting rebuttal evidence shall be exchanged within two (2) working

days after the exchange of the parties’ position statements.

(e) The M.P.G.C., or the neutral in the event of a deadlock, may determine that one party has in bad faith abused the grievance procedure by failing to resolve the grievance at a lower level of the grievance procedure or by failing to comply with the Hearing Procedures and Rules of Conduct established by the M.P.G.C. In such a case, the offending party shall be required to pay the M.P.G.C. fees of both parties in cases appealing a suspension or discharge, or two times the fee in all other cases. (CLARIFICATION: The bad faith standard has been in place in the contract for years, and it will remain the same as it has in the past. The double fee penalty is the same as the former penalty where a party acting in bad faith could have been required to pay the fees of both parties, which was the same as a double fee. This penalty may be assessed, just as previously, against the

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Company, not just against the Union, if the neutral concludes that the Company has abused the process in bad faith or that it has, in bad faith, failed to resolve a case at the local level.) Section 4. TIME LIMITS. It is agreed that time is of the essence under this Article, and if any time limit set forth in this Article is not complied with, the grievance will be automatically decided against the party who fails to comply with such time limits unless an extension of time is mutually agreed upon in writing prior to the expiration of such a time limit. For purposes of this Article, the term “working days” shall mean days that fall within the period beginning Monday and ending Friday, excluding contractual holidays. (CLARIFICATION: The parties have agreed to undertake a training program in connection with the grievance and arbitration procedure to improve the effectiveness of the system. This training will be designed to encourage resolution of as many issues as possible at the local level and to help ensure that only significant issues are brought, in good faith, before the MPGC. The parties also have agreed that funds in the MPGC account not needed for administration of the MPGC will be available for these training programs and also for computerized information management of MPGC cases and data.) Section 5. PAYMENTS. In settlement of grievances, checks will be made within seven (7) days of settlement of the grievance. Section 6. RULES OF CONDUCT. The parties recognize that reasonable rules of conduct are necessary to the smooth and efficient operation of the breweries and to ensure fair treatment of employees. The parties also recognize that employees and Union representatives have substantial knowledge and experience, and it is of value to the Company to solicit their input and suggestions before issuing new or changed rules or regulations. Therefore, the Company will not issue any new or amended rules without first giving the Union an opportunity to consider such rules and to comment on them.

ARTICLE 9 WAGES

Section 1. The following hourly wage rates shall be paid *** Production Workers* 3/1/14 3/1/15 3/1/16 3/1/17 3/1/18 Wages $29.70 $30.20 $30.70 $31.20 $31.70 Weekend Relief Workers 3/1/14 3/1/15 3/1/16 3/1/17 3/1/18 Wages $29.55 $30.05 $30.55 $31.05 $31.55 Weekend Q/A Analyst Workers 3/1/14 3/1/15 3/1/16 3/1/17 3/1/18 Wages First 60 Days $29.10 $29.60 $30.10 $30.60 $31.10 After 60 Days $29.80 $30.30 $30.80 $31.30 $31.80

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Stationary Engineers 3/1/14 3/1/15 3/1/16 3/1/17 3/1/18 Wages $30.60 $31.10 $31.60 $32.10 $32.60 Plant Maintenance** 3/1/14 3/1/15 3/1/16 3/1/17 3/1/18 Wages First 60 Days $29.70 $30.20 $30.70 $31.20 $31.70 After 60 Days $30.40 $30.90 $31.40 $31.90 $32.40

Laboratory 3/1/14 3/1/15 3/1/16 3/1/17 3/1/18 Wages Technicians $29.70 $30.20 $30.70 $31.20 $31.70 Analysts First 60 Days $29.25 $29.75 $30.25 $30.75 $31.25 After 60 Days $29.95 $30.45 $30.95 $31.45 $31.95 *See Apprentice Agreement for appropriate wage rate. ** See MTDP MOU for appropriate wage rate. ***Weekend Relief rates are $.15/hr less than the applicable Regular Employee wage rates. Section 2. Direct Deposit The Company may implement a system providing employees with the option for direct deposit of wages and other payments to employees arising under the terms of this agreement consistent with applicable law. The implementation of the direct deposit system will not affect the current pay day. Before instituting any such changes, the Company will discuss them with the Union. Section 3. Brewery Excellence Program (BEP) Brewery Excellence Program Bonus. The Brewery Excellence Program, or BEP, is a Global Program that measures the efficiency of Voyager Plant Optimization (VPO) at each brewery location and is designed to promote the sharing, replication, and sustainability of Best Practices in order to continuously improve results. The Brewery Excellence Program Bonus (“BEP Bonus”) will be an annual payment made to eligible employees based on the employee’s respective brewery BEP score beginning with the 2015 BEP program results. Results will be calculated based on brewery performance for a calendar year (“BEP program year”). Eligibility. All full time regular, apprentice and probationary employees that are employed as of December 31 of the BEP program year are eligible for the BEP Bonus. In addition, the applicable BEP bonus will be paid for employees that die during the BEP program year. For any eligible employee that worked less than a full BEP program year, the BEP bonus will be pro-rated based on the number of straight time hours worked and paid (not to exceed 2080 hours) divided by 2080, subject to applicable law.

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Payment. Starting in 2016 (for the 2015 BEP program year), BEP Bonus payments will be made annually following the announcement of BEP results, but not later than March 15. The BEP Bonus amount per employee will be determined by the BEP score of the employee’s brewery. Subject to a pro-rata adjustment as set forth above, each eligible employee at the breweries in the top quartile will receive a $2,400 BEP Bonus; each eligible employee at the breweries in the second quartile will receive a $1,525 BEP Bonus; each eligible employee at the breweries in the third quartile will receive a $1,125 BEP Bonus; and each eligible employee at the breweries in the fourth quartile will receive a $425 BEP Bonus. These gross Bonus amounts are subject to applicable withholdings. The Company will adjust the rate for calculating the amount owed for overtime/double time worked during the BEP program year and make any necessary additional overtime/double time payments resulting from the BEP Bonus amount paid.

ARTICLE 10 WORKWEEK, WORKDAY, OVERTIME

Section 1. Eight (8) consecutive hours, including a thirty (30) minute meal period, shall constitute a day's work. Employees will be entitled to start their meal period between the start of the fourth and the end of the fifth hour (i.e., two-hour window) after reporting to duty, except in case of emergency. Section 2. Five (5) days, forty (40) hours shall constitute a week's work. The week shall run in five (5) consecutive days, Monday through Friday, starting between the hours of 10:00 p.m. on Sunday and 1:00 a.m. on Monday. Weekly work schedules shall be posted by and no later than noon on Thursday for the following week. The above applies to all bargaining unit employees except Stationary Engineers. Section 3. Any employee who works in excess of eight (8) hours per shift, including his paid meal period on the Company's time, shall be paid time and one-half for all hours in excess of the eight (8) hours. If an employee is notified after he leaves the plant that he is to report for work the next day earlier than his scheduled starting time for that day, he shall be paid time and one-half for all work performed prior to his scheduled starting time and shall be permitted to work his scheduled eight (8) hours shift in addition. Section 4. Insofar as practicable, overtime work shall be divided equally within each department (by classification for Maintenance employees), and overtime may not be balanced with time off; provided, however, that the duty to equitably distribute overtime under this section shall not obligate the Company to schedule employees for two (2) consecutive eight (8) hour shifts. Each department shall maintain an overtime record which shall be current through and including the second preceding Sunday. The overtime record shall be posted on the respective departmental bulletin boards on the first regular work day of the work week, which will normally be Monday. The overtime record will indicate the amount of overtime worked plus the overtime charged but not worked by each employee through and including the second preceding Sunday. If an employee refuses overtime work when he is scheduled for it, he shall be charged with such overtime as though he had worked it. Employees will have the obligation to check the overtime record and the schedule of overtime and report as soon as possible, any error to their department. Insofar as practicable, overtime work shall be scheduled so that there will be no great overtime differential between employees in a department or classification, except as provided in Section 6 of this Article.

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An employee desiring to work overtime beyond the end of his regular shift or prior to his next regular shift must indicate his availability for such overtime work by signing the daily overtime availability sheet no later than two (2) hours after his scheduled starting time for that day. If overtime is scheduled beyond the end of the shift, the schedule for such overtime will be posted prior to 3:00 a.m. for the midnight shift, 11:00 a.m. for the day shift, and 7:00 p.m. for the afternoon shift. If overtime work is scheduled prior to the employee's next regular shift, the schedule for such overtime will be posted before the end of the employee's regular shift for that day. The Union agrees not to file a grievance on overtime differential as long as the Company does not arbitrarily refuse to offer overtime work to the low man on the overtime roster in his department. Section 5. Scheduling of Weekend and Holiday Overtime. In order to provide that employees will have the opportunity to either maximize their overtime earning opportunity or decline overtime work on occasions where an employee cannot make himself available for weekend and holiday overtime work opportunity and provided that the Company's need for manpower on weekends and holidays are met, the following weekend and holiday overtime scheduling procedures have been agreed upon. (a) On Monday the Company will post by 2:00 p.m. the overtime record as provided for in Section 4. Between the time the overtime record is posted and 10:00 a.m. on Wednesday, each employee will affirmatively indicate his availability to work scheduled weekend or holiday overtime, either by signing the overtime record or responding to an employee canvass, depending upon the particular plant preference. An employee who does not volunteer for overtime will not be scheduled for overtime, although he will be charged if he would have been scheduled, and will not be required to work overtime unless, and until, the Company has exhausted the provisions of this Section concerning the scheduling and/or the assignment of overtime. (b) By 10:00 a.m. on Wednesday, the Company will remove the overtime record, or complete the employee canvass. (c) By 2:00 p.m. on Thursday, the Company will post the weekend overtime schedule (and where appropriate the schedule for holiday overtime). Overtime work shall be scheduled within each department as follows: (A) Production:

(1) Regular employees within the department who have indicated their availability. (2) Notwithstanding any other provisions of this agreement regarding out-of-department

overtime assignments, once per year and in accordance with procedures established by the Company, employees shall indicate their interest in working out-of-department overtime. Once an employee has been trained to work out-of-department and has indicated his availability on a weekly basis for overtime, he shall be obligated to accept work for which he is qualified if offered. If the employee is available for overtime work, either department may schedule the employee for overtime, provided that the scheduling of the employee to work out-of department does not require other employees in the employee’s home department to be drafted. Nothing in this provision shall require the Company to schedule an employee for out-of-department

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overtime if that employee has already been scheduled in his home department. Additionally, the Company shall not be required to reassign employees within a department to accommodate any employee from an outside department for an overtime opportunity.

The Company shall not be obligated to train more employees for out-of-department overtime opportunities than it determines will have an opportunity to work out-of-department on a regular basis.

(3) Regular employees on layoff within their classification, provided that a regular employee on layoff will indicate his availability by a telephone call to the Company by 10:00 a.m. on Wednesday. Scheduling of overtime work shall not constitute a recall within the meaning of Article 3, Section 6.

(4) Apprentices: Apprentices shall not be used on weekend and holiday work unless

there is an insufficient number of volunteers from any production department of the plant to perform weekend and holiday work. If the Company should raise the issue of qualifications with respect to the performance of the overtime work, then the Company must establish that adequate training has been provided, on the basis of seniority, so as to qualify a sufficient number of regular volunteers. Where qualifications for the overtime work available is a necessity and all trained employees are unavailable, then the trained employee with highest charged hours in the department on the shift may be drafted.

(5) Probationary employees within the department who have signed the overtime

availability list.

(6) In the event there are not sufficient employees available to perform the required overtime work because of refusals, then the Company can require employees to work overtime in the following order: (4) and regular employees in (1) who did not indicate their availability.

(B) Maintenance: The only provisions of this Section concerning scheduling of weekend and holiday overtime applicable to the Maintenance Department or maintenance employees are (a), (b), (c), (Sub-sections A. (1), (3), (5), and (6). (C) Utilities: The provisions of this section concerning scheduling of weekend and holiday overtime are not applicable to the Utilities Department or employees of the Utilities Department. Notes to Section 5. (1) Overtime shall be scheduled within each group on the basis that the qualified employee who is lowest on the overtime roster will be the first scheduled. Overtime will be required within each group on the basis that the qualified employee with the highest charged hours will be required to work overtime first.

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(2) The Company shall be obligated to pay the posted overtime to an employee scheduled if the Company does not notify the employee by his lunch period on Friday before weekend overtime or his lunch period on the last regular workday preceding a holiday for holiday overtime that the overtime work has been cancelled. (3) In cases of emergency, the Company may schedule overtime work up to 12:00 noon on Friday. Failure by the Company to post emergency overtime work by 12:00 noon on Friday shall not obligate any employee to perform the posted overtime; provided, however, that the Company shall not be obligated to post a schedule of weekend overtime work for Maintenance employees if such work is to be performed because of maintenance requirements arising after noon on Friday. An emergency shall be defined as a breakdown, power failure, or an act of God. Any dispute concerning the application of emergency may be submitted to the grievance machinery. (4) The Company may cancel weekend or holiday work for an employee who is absent, other than for a Qualified Reason as set forth in Article 10, all or any part of his last scheduled day before the weekend or holiday. The terms of this provision shall govern over any inconsistent or conflicting contractual provision, agreement, understanding or practice. (CLARIFICATION: The last sentence of this provision means that it supersedes conflicting provisions. For example, if an employee is absent on a Friday for other than a qualified reason, the Company cannot necessarily depend on that employee’s availability for the weekend (or weekend and holiday in the event of a three-day holiday weekend) and may cancel the employee’s work on that weekend/holiday. In such a case, the last sentence of this provision would supersede any provision for full-utilization on that weekend or holiday. Other aspects of the contractual scheduling procedures will not change, unless other specific national or local provisions modify the scheduling procedures.) (5) Upon attainment of regular status, the employee shall be assigned to the highest number of hours on the overtime list within the particular department. (6) Local practices regarding the scheduling or assignment of overtime which can be accommodated to the provisions of this section, such as the scheduling and assignment of weekend or holiday overtime within a department by shift, shall be continued. (7) In any week in which a holiday occurs, the scheduling of overtime procedures will be adjusted. The parties recognize that such adjustments will place an additional but equal burden on both the Company and the employees to expedite the procedures set forth in Section 5.

Section 6:

a) The Company will pay daily overtime in accordance with the local agreement. b) Employees who are absent during the regular workweek only for Qualified Reasons shall earn the

applicable premium rate for all hours worked on a Saturday, Sunday or Holiday during that week. c) The following shall be considered Qualified Reasons for absence:

1. Paid sick days up to six (6) per calendar year (except Newark Local 102 Brewers, who shall be allowed up to six (6) unpaid sick days per calendar year) for which no documentation shall be required. (CLARIFICATION: Newark Local 102 clerical employees will not be required to document seventh through tenth paid sick days which some of them receive.)

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2. Paid furlough and vacation, including five (5) paid pre-approved daily vacation days as provided for in this agreement.

3. Paid bereavement days and pre-approved non-paid bereavement days. 4. Paid Jury Duty Days 5. Paid Holidays 6. Contractually-specified Military Duty Days 7. Authorized absence for Union business according to the procedures now in place at each

plant. 8. Days not scheduled (e.g., Days on Layoff and Company-authorized medical and personal

Leaves of Absence.) 9. Absence due to Company certified industrial injury or illness 10. Other absences to the extent required by law 11. Other absences which the Company may designate as Qualified Time.

d) An employee who is absent during the regular workweek for a non-Qualified Reason and who works

on a Saturday, Sunday or Holiday in that week shall be paid at straight time rates for such Saturday, Sunday or Holiday work for the number of hours of such absence. Hours worked in excess of the number of hours of absence, shall be paid the applicable Saturday, Sunday or Holiday rate. (CLARIFICATION: Under this provision hours worked on a holiday (premium day) would be at straight time for the number of hours of the employee’s non-qualified absence within the week the holiday falls. If the employee had one hour of non-qualified absence, he/she would be paid one hour on the holiday at straight time, and the remainder of the holiday work would be at the holiday premium rate.) This shall not affect “as such pay”, if any, paid to employees on a Utilities schedule for Saturday or Sunday work. For employees on a Utilities Schedule, their sixth and seventh day not part of their scheduled workweek in a payroll week shall be treated as Saturday and Sunday for purposes of this paragraph.

e) In order to maximize the premium pay work opportunities of employees who work all of their

scheduled straight time hours during the week or who are absent only for Qualified Reasons, the order in which voluntary weekend and holiday (if the holiday has not already been worked) opportunities will be offered shall be as follows:

1. Regular employees in the department who have worked all of their scheduled straight time

hours during the week or who have been absent only for Qualified Reasons. 2. Regular employees in the department who have been absent during the week for non-

Qualified Reasons. 3. Other employees (e.g., out-of-department regulars, apprentices, seasonals, weekenders) in the

order set by this agreement or by plant or department scheduling procedures. (CLARIFICATION: Out-of department regulars and apprentices who have worked all of their scheduled straight time hours during the week or who have been absent only for

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Qualified Reasons will be scheduled for voluntary overtime prior to out-of-department regulars and apprentices who have been absent for non-Qualified Reasons.) (CLARIFICATION: A Monday or Tuesday holiday will be scheduled as part of the preceding weekend, based on the provisions contained in this provision. Monday and Tuesday holiday schedules are posted during the previous week. Therefore, the scheduling for those two days must be based on whether an employee had any non-qualified absences during the previous week.) Notwithstanding any other provision of this labor agreement to the contrary, if an employee’s absence for a non-Qualified Reason occurs after the time for posting the overtime schedule, the Company may remove the employee from the voluntary weekend or holiday schedule and may schedule another employee according to the order of scheduling set forth above. The Company may make non-precedent setting exceptions to the order of scheduling set forth above when it determines that doing so is in the best interests of the smooth operation of the brewery or of the affected employees. (CLARIFICATION: The exercise of the Company’s discretion in making exceptions to the order of scheduling will be based on operational reasons, not for favoritism or punitive reasons.) (CLARIFICATION: Paragraph (e) outlines the order of overtime scheduling as well as the Company’s ability to disqualify an employee who has been absent for a non-Qualified reason from the overtime schedule and schedule another employee. The Company does not contemplate canceling overtime for this reason where drafting would be the result. If an employee who has had non-qualified absences does work on the weekend or holiday, he would be paid at straight time for the numbers of hours of his non-qualified absence.) (CLARIFICATION: Charging for hours worked will be based on the actual pay rate (i.e., straight time, time-and-one-half or double time). Charging for hours refused will be time-and-one-half for Saturdays and double time for Sundays and Holidays.)

f) The terms of this Section shall take precedence over any inconsistent or conflicting contractual

provision, including but not limited to any full-utilization agreement. The terms of this Section shall not supersede any local attendance policies promulgated by the Company or be considered as evidence of any level of absenteeism acceptable to the Company.

Section 7. (a) No employee shall receive disciplinary action for refusing overtime work if there are sufficient employees within the department (classification for Maintenance employees) to perform the overtime work. No employee may be disciplined for refusing overtime work unless, because of the refusals, the Company is unable to obtain a sufficient number of employees to perform the overtime work, provided that: (1) In the event there are insufficient employees to perform the assigned overtime work after the completion of a scheduled shift because of refusals, the employee or employees with the highest charged hours then working in the department (in the classification for Maintenance employees) shall be required to work unless he has a valid excuse. No employee can be required to work two (2) consecutive eight (8) hour shifts under the provisions of this section. (2) In the event there are insufficient employees to perform required overtime work which is to be performed on a Saturday, Sunday, or holiday because of refusals then the employee or employees with

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the highest charged hours in the department (in the classification for Maintenance employees) shall be required to work unless he or they have a valid excuse; provided that he or they are notified in accordance with Section 5 of this Article. No employee can be required to work two (2) consecutive eight (8) hour shifts under the provisions of this section. Prior to any employee receiving any discipline under this section, the employee's department steward must be notified that said employee has no valid excuse and the steward must be allowed to meet with the employee and the employee's supervisor, if necessary. Failure of the Company to notify the employee's steward or to allow the steward to try to solve the problem that might exist will forfeit any right of discipline that the Company otherwise may have under this Article. (b) If an employee refuses overtime work, he shall be charged with such overtime as though he had worked it; provided, however, that when overtime beyond the end of the regular shift is required, the employee shall be notified not later than the beginning of his lunch period. If he is not so notified he may refuse to work the overtime without being charged. If the overtime work is required because of a breakdown of equipment, the notice of required overtime need not be given by the beginning of the lunch period as hereinabove provided, but shall be given as soon as the Company has knowledge that the overtime work will be required. Employees refusing such overtime will be charged on the overtime list as though they had worked. (c) Overtime shall be paid in increments of fifteen (15) minutes. Section 8. Work starting between the hours of 6:00 a.m. and 9:00 a.m. shall be considered the day shift. Work starting between the hours of 2:00 p.m. and 5:00 p.m. shall be considered the afternoon shift. Work starting between the hours of 10:00 p.m. and 1:00 a.m. shall be considered the night shift. If employees are required to start work outside of the above-stated time, they shall be paid time and one-half for work performed prior to the stated starting time. Employees shall have at least eight (8) hours off between the completion of one period of work and the beginning of the next period of work. In the event an employee is required to return to work with less than eight (8) hours off, he shall be paid time and one-half for the shift which commences upon his return to work, unless the employee is required to return to work with less than eight (8) hours off due to the scheduling of weekend overtime. Section 9. Employees working on the afternoon shift shall be paid an additional fifty-two (52) cents per hour. Employees working on the night shift shall be paid an additional fifty-five (55) cents per hour. Section 10. (a) Except for Operating Engineers assigned to shift work, all work performed on Saturday shall be paid for at time and one-half the straight-time rate, except work on Saturday which constitutes the completion of an employee's fifth (5th) shift of the week. (b) Except for the Operating Engineers assigned to shift work, all work performed on Sunday shall be paid for at the premium rate of double time, except work performed on Sunday which constitutes the start of a first-shift employee's first (1st) shift of the week. Section 11. (a) For Operating Engineers assigned to shift work, all work performed on the sixth (6th) day of the work week shall be paid for at the rate of time and one-half of the regular straight-time rate, except for work performed on the sixth (6th) day of the work week which constitutes the completion of an employee's fifth (5th) shift of the week. (b) For Operating Engineers assigned to shift work, all work performed on the seventh (7th) day of the work week shall be paid for at the rate of double time except for work performed on the seventh

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(7th) day of the work week which constitutes the completion of any employee's sixth (6th) shift of the week. (c) All work performed on Saturday, as such, by Operating Engineers assigned to shift work shall be paid for at the rate of time and one-half their regular straight-time rate of pay. (d) All work performed on Sunday, as such, by Operating Engineers assigned to shift work shall be paid for at the rate of double their regular straight-time rate of pay. Section 12. All shifts starting at a straight-time rate shall be completed at that straight-time rate. All shifts starting at a premium rate shall be completed at the applicable premium rate. Section 13. Call-In and Report Pay. (a) An employee shall be guaranteed eight (8) hours work or pay at the applicable premium rate when called back to work from outside the plant after completing his regular workday and/or his regular work week, unless with his supervisor's agreement, he shall elect to leave the plant upon completion of the assigned work for which he was called back, in which case he shall be paid at the applicable overtime rate for the actual hours worked.

(b) An employee who reports for work on his regularly scheduled shift shall be guaranteed eight (8) hours work or pay at his regular straight-time hourly rate unless the Company notified him at least eight (8) hours in advance of his scheduled starting time. A telephone message left at a telephone designated by him shall be considered notice. In the event a message cannot be left by telephone, a verified attempt to reach the employee by telephone shall be considered notice. For the purpose of this section, it shall be the responsibility of each employee to keep the Company notified of the proper telephone number and address necessary to give such notice.

Section 14. The Company may assign an employee to work in any operational area on a day-to-day basis to cover unexpected absenteeism. Such assignments will be made solely on the basis of the Company’s determination as to the individual’s qualification. The employee will receive the higher of his or her regular wage rate or the wage rate applicable to the assignment for all hours worked in this assignment. Section 15. Production Related Meetings. (a) Overtime for the purposes of production-related meetings for specific work groups may be scheduled without regard to overtime hours for up to one (1) hour per meeting, generally, once or twice per month by shift. (b) Employees in a specific work group who are scheduled for such overtime shall be paid the appropriate overtime rate and shall not be charged. (c) The Company agrees to provide advance notice to employees who are scheduled for such meetings. The Company will generally post notice of meetings at the same time the work schedule for the following week is posted. In situations where an employee cannot attend such meeting, prior to any employee receiving discipline under this section, the employee’s department Steward must be notified that said employee has no valid excuse and the Steward must be allowed to meet with the employee and the employee’s supervisor, if necessary. Failure of the Company to notify the employee’s Steward or to allow the Steward to try to solve the problem that might exist will forfeit any right of discipline. (d) The scheduling of daily overtime (4 Over/4Early) shall be unaffected.

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(e) For unforeseeable circumstances, the Company may cancel such meetings at its discretion without any obligation to pay.

ARTICLE 11 VACATIONS

Section 1. (a) Amount. All regular employees who have accumulated one year of service with the Company shall be entitled to one week's vacation with pay. (b) All regular employees who have accumulated two years of service with the Company shall be entitled to two weeks' vacation with pay. (c) All regular employees who have accumulated three years of service with the Company shall be entitled to three weeks' vacation with pay. (d) All regular employees who have accumulated five or more years of service with the Company shall be entitled to four weeks' vacation with pay. (e) All regular employees who have accumulated eight or more years of service with the Company shall be entitled to five weeks' vacation with pay. (f) All regular employees who have accumulated ten or more years of service with the Company shall be entitled to six weeks' vacation with pay. (g) All regular employees who have accumulated twelve or more years of service with the Company shall be entitled to seven weeks' vacation with pay. (h) All regular employees who have accumulated fifteen or more years of service with the Company shall be entitled to eight weeks' vacation with pay. (i) An employee, after his first annual vacation, may take his subsequent vacations at any time the following eligibility year. All employees hired after 5/1/98 shall receive a maximum of six (6) weeks of vacation in accordance with the schedule set forth in this agreement. Section 2. Scheduling. Vacation periods shall be posted by the Company and will include the period between January 1 and December 31 of each year. Employees shall select their vacation period according to seniority. Selections will begin after September 15. An employee shall have a maximum of two days in which to make his or her selection, after which the process shall continue and the next employee shall be entitled to make his or her choice. If no selection is made by the employee before the selection process ends, the Company shall assign the vacation after the selection process has been completed. If a paid holiday, as provided for in Article 12, falls within a vacation, the employee shall be paid for such holiday in addition to, and included in, his or her vacation pay. Regular employees shall select their vacations based on the department in which they are scheduled on September 1.

Employees may request five (5) vacation days in increments of one (1) day or more. These vacation days must be requested well in advance of the day off. Approval of the request is at management’s discretion. However, the Company shall make all reasonable efforts, subject to operational needs, to grant requests for vacation days to avoid layoffs. The scheduling of these vacation days will be on a first come, first serve basis. Should more than one employee ask to be scheduled on a

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vacation day on the same day, seniority will prevail if operating conditions will not adversely be affected. If problems arise in the implementation of this provision, the Company and the Union will meet to discuss the problems. Before the vacations selection process begins each year, each employee must declare whether he/she reserves one (1) week of vacation to use one day at a time in order to allow the Company to schedule the appropriate number of weeks of vacation. In the event that an employee, who has declared his/her intent to use one (1) week of vacation in increments of one or more days, is unable to schedule and take all of those days in a calendar year, or if an employee for other reasons has five (5) or fewer vacation days remaining at the end of the year, he/she will be paid for the unused days at the end of the applicable year. These single day vacations, both used and unused, shall be paid at the applicable rate under the local agreement. (CLARIFICATION: Pay for unused vacation may occur with respect to employees who opt for single day vacations but do not use all of the daily vacations during the year. Another scenario in which an employee could be paid for unused vacation under this provision would involve the substitution of vacation for FMLA absence where the employee has less than a full week of vacation remaining at the end of the year. The Company will not use this proposal as a substitute for the Company’s withdrawn proposal to buy back vacation weeks.)

Employees with five (5) or less unused days of vacation remaining at the end of the vacation year shall be paid for the remaining days in lieu of paid time off. For all other vacation periods, employees may split vacations in increments of no less than one (1) week subject to the existing procedure for selection of vacation periods by seniority. If a paid holiday as provided for in Article 12 falls into a vacation, the employee shall be paid for such holiday in addition to and included in his vacation pay. Notwithstanding the provisions in Article 11, Section 2, and subject to operational needs, the Company will review and, if necessary, modify the selection method each year to ensure that every employee who is entitled to a vacation has the opportunity to select at least one week of vacation during the summer, which is defined as mid-May through mid-August. Section 3. Eligibility. Vacation pay shall be on the basis of 1/52 of the average earnings for the previous year for each week of earned vacation. In no event shall the vacation pay be less than 40 hours pay per week at the employee's regular rate of pay. All employees shall receive their pay for vacation on the payday prior to leaving for vacation. Section 4. All regular employees will then retain their March 1 vacation eligibility date. An employee's vacation period, all paid holidays, the first thirty (30) working days of time absent during the vacation eligibility year for any reason other than illness, injury, or accident, and the first forty-five (45) working days lost due to illness, injury, or accident shall not be computed as time lost for the purpose of reducing the employee's vacation. Time lost by employees excused from working for the purpose of engaging in Union activity shall not be computed as time lost for the purpose of reducing the employee's vacation. Employees on leave of absence for Union business, upon return to work, shall retain their March 1 eligibility date. Time lost shall be credited upon return to work, for the purpose of establishing years of service for vacation eligibility. To the extent that an employee's absence in the preceding eligibility year exceeds the above-specified non-computed time, the vacation toward which the employee is working will be proportionately reduced by dividing his days of time lost in excess of the non- computed time specified above by 260 days. An employee whose prorata vacation is less than one (1) week will not have that year counted for purposes of determining the length of the employee's vacation allowance. To the extent that an employee's excess absence causes a reduction in vacation allowance, such employee will be permitted to take vacation only in full week increments. However, in cases where the partial week of vacation is three (3) days or more, the employee shall have the option of scheduling himself off for a full week or of accepting pay in lieu of time off; pay for either option shall be in accordance with the formula set forth

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below. Scheduling of time off must be done during the period of vacation selection. He will be paid, however, for any days of partial weeks either at the 1/260 rate or eight (8) hours straight-time pay, whichever is the higher, for each such day. Partial days will be paid on the basis of the 1/2080 or straight- time hourly rate, whichever is the higher, for each such hour or portion thereof. Section 5. Time lost from work because of illness or injury may be applied against vacations which have been earned at the time such absence commences in increments of full workweeks. That is: such absence of less than five (5) consecutive days may not be applied against vacations; such absence of five (5) consecutive days may be applied against a vacation of one (1) week; such absence of ten (10) consecutive days may be applied against a vacation of two (2) weeks; and such absence of fifteen (15) consecutive days may be applied against a vacation of three (3) weeks; and such absence of twenty (20) consecutive days may be applied against a vacation of four (4) weeks; and such absence of twenty-five (25) consecutive days may be applied against a vacation of five (5) weeks; and such absences of thirty (30) consecutive days may be applied against a vacation of six (6) weeks; and, effective March 1, 1982, such absences of thirty-five (35) consecutive days may be applied against a vacation of seven (7) weeks; and effective March 1, 1983, such absences of forty (40) consecutive days may be applied against a vacation of eight (8) weeks. Section 6. Injury Time. Subject to the twenty-four (24) consecutive month maximum, any employee who is off duty due to an on-the-job injury or illness who is eligible for and receiving Workmen's Compensation will have such time counted toward earned vacation. After the maximum twenty-four (24) months has passed, there will be no further vacation accrual nor pay for any unearned vacation entitlement during the continued period of absence. Section 7. Upon termination of a regular employee as a result of death, retirement or resignation, an employee's vacation shall be pro-rated, except where termination is as a result of discharge for cause.

ARTICLE 12 HOLIDAYS

Section 1. Designated Holidays. New Year's Day, Martin Luther King Birthday, San Jacinto Day, Good Friday, Memorial Day, Fourth of July, the day after the Fourth of July, Labor Day, Thanksgiving Day, the day after Thanksgiving day, the day before Christmas Day, Christmas Day, the day after Christmas Day, New Year's Eve, and the employee's birthday shall be holidays with eight (8) hours regular day shift straight-time pay for all regular employees. Each employee will have the obligation to check the weekly work schedule and to advise the Company if he is scheduled to work on his birthday holiday as soon as possible. Employees scheduled to work the midnight shift on their birthday holiday will take the shift on the day after their birthday as the holiday unless such day is a holiday or weekend day. If such day is a weekend or holiday, then the employee must take his birthday holiday on his birthday. (Plant Maintenance employees do not celebrate the day after the Fourth of July holiday. Instead, subject to the regulations as prescribed by the Company, one wild card holiday shall be recognized as a holiday with eight (8) hours regular day shift straight-time pay for all eligible Plant Maintenance employees.) To be eligible for holiday pay, an employee must work or have an approved absence for all hours scheduled on his last scheduled day before the holiday and work or have an approved absence for all hours scheduled on his first scheduled day after the holiday. (CLARIFICATION: Not all “qualified reasons” are considered an “approved” absence for purpose of holiday pay. An example would be a single day vacation which the Company would consider a non-scheduled day. The day before the single day vacation would be the day on which the employee would have to either work or have an approved absence for purposes of holiday pay eligibility.) Holiday pay shall be at the straight- time rate, excluding shift differentials. In the case of non- occupational illness or injury, an employee will be paid for any holiday falling within the first thirty

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(30) days of that illness or injury, providing that the employee works his last scheduled day prior to his illness or injury or his first scheduled day after his illness or injury. . (CLARIFICATION: There are no changes to current contractual provisions relating to holiday pay during occupational injuries.) In the area of occupational illness or injury, an employee will be paid for any holiday falling within the first ninety (90) days of that illness or injury, providing that the employee works his last scheduled day prior to his illness or injury and his first scheduled day after his illness or injury. Holiday pay shall be paid at the straight-time rate, excluding shift differentials. If the employee returns to work for a period of thirty (30) days and suffers a reoccurrence of that illness or injury, he shall be entitled to another thirty (30) day window period for holiday entitlement. If the employee returns to work for a period of thirty (30) days and suffers a reoccurrence of that occupational illness or injury, he shall be entitled to another ninety (90) day window period for holiday entitlement. Any abuse will be dealt with on a case-by-case basis, subject to the grievance procedure. Section 2. Holiday Work. In the event an employee is called in to work on a paid holiday, as listed above, and if he reports for work, he shall be given eight (8) hours' work or more or eight (8) hours' pay in lieu thereof, at double (2 times) the employee's straight-time rate, in addition to the holiday pay provided for in Section 1 of this Article. This provision shall not apply if the Company cancels the call-in notice at least four (4) hours in advance of the time at which the employee is scheduled to report for work. Section 3. Weekend Holidays. When a holiday under this contract falls on Saturday, it shall be celebrated on the Friday preceding the holiday, unless the Friday is also a holiday, then it shall be celebrated on Thursday before the Saturday. When a holiday under this contract falls on Sunday, it shall be celebrated on the following Monday. If Monday is also a holiday under the terms of this contract, then Tuesday will be celebrated in lieu of the Sunday holiday.

ARTICLE 13 REST PERIODS

Section 1. Production Workers and Operating Engineers. The Company shall schedule operations so as to permit employees to leave their work assignments, without interrupting operations, for the purpose of personal relief, temporary relaxation or smoking under such regulations as may be prescribed by the Company. The total time for these purposes shall aggregate not more than fifteen (15) minutes in that part of the shift before mealtime and not more than fifteen (15) minutes in that part of the shift after mealtime. Rest times shall start no earlier than three-quarters (3/4) of an hour after starting time and no later than three- quarters (3/4) of an hour prior to lunch time, and no earlier than one-half (1/2) hour after lunch time and no later than one-half (1/2) hour prior to quitting time. When an employee is required to work overtime beyond his regular shift, he shall earn a thirty (30) minute paid lunch period after he has worked two (2) hours of overtime. He shall then receive a fifteen (15) minute rest period each two (2) hours thereafter. Section 2. Maintenance Employees. All employees will be allowed sixty (60) minutes off with pay during each eight (8) hours' work, which includes the regular lunch period of thirty (30) minutes and one fifteen (15) minute break before lunch and one fifteen (15) minute break after lunch.

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When an employee is required to work overtime beyond his regular shift he shall earn a thirty (30) minute paid lunch period after he has worked two (2) hours of overtime. He shall then receive a fifteen (15) minute rest period each two (2) hours thereafter; provided, however, that he shall receive no more than sixty (60) minutes off for each eight (8) hours of work. Any deviation from this procedure is subject to the prior approval of the Maintenance Supervisor.

ARTICLE 14

PAYMENT FOR TIME LOST FOR MEDICAL ATTENTION RELATED TO INJURY ARISING OUT OF EMPLOYMENT

Section 1. Payment on Day of Injury. Whenever an employee is unable to complete his day's work because of injury or sickness arising out of his employment, he is to receive full scheduled pay for that day. Section 2. Supplemental Workers' Compensation. Subject to a twenty-four (24) consecutive month maximum, whenever an employee is unable to continue work on account of an illness or injury arising out of his employment, such employee shall receive the difference between what he receives under the applicable state Workers' Compensation Law and compensation from other sources as a result of occupational injury or illness and $505 per week for such period of time that he is eligible for and receiving Workers' Compensation. Employees will receive by mail such payments from the Company, together with the employee's compensation check from the Workers' Compensation carrier. Employees will present Workers’ Compensation checks to a designated Company representative to verify receipt of Workers’ Compensation benefits. Section 3. Payment Subsequent Treatment. Whenever an employee has to have medical attention during his regular working hours because of injury arising out of his employment, the employee shall not suffer any loss of pay for the regular day's work. The Company shall furnish transportation, when necessary.

ARTICLE 15

GOING FROM HOT TO COLD TEMPERATURES AND VICE VERSA

When a man is going from a hot temperature job to a cold temperature job, he shall be allowed fifteen (15) minutes to adjust himself, other than rest time or lunch period. When a man is going from a cold temperature job to a hot temperature job, he should be allowed to change his clothes. This shall not apply to the routine performance of a job requiring short term entries into hot or cold temperatures.

ARTICLE 16 SAFETY, EQUIPMENT AND CLOTHING

Section 1. The Company agrees to provide a safe and healthful work environment for all

employees. The Company further agrees to comply with all federal, state and local health and safety regulations. The parties recognize the mutual benefit of maintaining and improving a safe and healthful workplace and in promoting individual and collective responsibility. To that end, the Company and the Union agree to work together to enhance workplace safety.

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Section 2. Reasonably sufficient accommodations shall be provided for dressing rooms with lockers, washstands, toilets and showers. First aid cabinets shall be supplied, checked and restocked as often as necessary. If the Company shall furnish to an employee equipment and clothing, it shall be the obligation of the employee upon the request of the Company to return such clothing and equipment and, in the event of failure to do so, compensation payable shall be withheld until return or the cost of such equipment or clothing may be deducted from compensation otherwise payable to the employee. The Company agrees that if tank coating becomes necessary the matter of protective clothing required for this work shall be negotiated or shall be furnished as heretofore.

Section 3(a) The Company shall continue actively to eliminate injuries and hazards through effective safeguards and the practice of supplying protective equipment whenever necessary. (b) All employees will wear any protective equipment that might be required of them by their supervisors in doing any particular job necessary to fulfilling their job. The Company agrees to furnish necessary equipment as determined by the Company. (c) All personnel shall be governed by plant safety regulations. (d) Employees shall have the right and it shall be their responsibility to report to their supervisor or other appropriate Company representative, any unsafe conditions, practices or violations of the Company’s safety regulations.

Section 4. Whenever employees are required to work with caustic soda, acid or any excessive water, or in the handling of wooden pallets, the Company will furnish the necessary clothes and appropriate safety and protective equipment, protective footwear, gloves, aprons, goggles, masks or respirators. The assignment, type, and control of said clothing, equipment, etc., shall be under the direction of the Company.

Section 5. Where applicable, the Company agrees to replace tools (which maintenance employees have furnished) which are broken or wear out in the service of the Employer.

Section 6. Joint Safety and Health Committees. (a) The parties shall maintain a Joint National Teamsters Anheuser-Busch Safety and Health Committee. The committee will be authorized to provide guidance and recommendations on issues involving safety and health, including ergonomic issues, training and equipment affecting employees covered by this Agreement. Such committee shall convene on a regular basis, with an agenda to be agreed-to by the respective chairpersons. The parties agree that issues presented to the committee shall be subject to full discussion by the committee. (b) The parties shall maintain/establish a local joint safety and health committee in each plant. Each party shall designate an equal number of representatives and each party shall designate one Chairperson. Union members of the committee shall be compensated for time spent performing their committee duties in accordance with current practices. Travel will be based upon the attached Company Travel Policy. The committee shall meet on a regular basis the frequency of which shall be agreed-to by the respective chairpersons of the committee. The chairpersons shall agree upon the agenda. The committee shall be authorized to make recommendations for the correction or elimination of unsafe conditions; review reports of industrial injury or illness, investigate causes of same and recommend rules and procedures for

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the promotion of the health and safety of employees; and promote health and safety education. The Parties agree that issues presented to the committee shall be subject to full discussion by the committee. The committee shall have the right to designate subcommittees as deemed necessary. Such subcommittee shall report to the Plant Safety Committee. Any job deemed unsafe by the employee assigned to that job shall be delayed until the employee, a steward and a representative of the Company observe the condition and meet to attempt to reconcile the matter. It is specifically understood that, absent resolution, the Company does not agree that the job stays in status quo. In that event the Company shall make the final determination and the employee shall have the right to grieve.

Section 7. The Company shall have the right to implement and employees must comply with managed care or other cost savings strategies for the Company’s workers compensation program unless such strategies are prohibited by state law. Prior to implementing a strategy pursuant to this provision, the Company shall offer to meet and discuss it with the Union. (CLARIFICATION: The intent of this provision is to give the Company the right to install Preferred Provider Networks and any other programs which are mandatory or which may become allowable under state law which would offer opportunities to produce cost savings related to the care, treatment and rehabilitation of injured workers.

ANHEUSER-BUSCH, LLC

COMPENSATION -- BARGAINING UNIT EMPLOYEES - TRAVEL ON COMPANY BUSINESS

Policy: With respect to compensating bargaining unit employees who travel on company business, the following guidelines should be followed:

Procedure 1. Bargaining Unit Employees - Travel on Company Business

A. Travel will be paid at the appropriate contractual rate of pay, straight time or premium, for the actual hours of travel. In no case should an employee traveling on a scheduled straight time work day receive less than their scheduled hours of pay due to travel. (Employees scheduled to work an overtime day as part of a rotational work schedule, i.e. Utility Classification, will receive no less than their scheduled hours of pay due to travel.)

B. Travel beyond the duration of the employee’s normal shift hours is to be compensated at

the appropriate contractual rate, for the actual hours spent traveling. Travel does not include driving to or from the airport, train station, etc.

C. Travel time (as defined in paragraph “B” of this document) which occurs on a non-

scheduled day, will be paid at the appropriate contractual rate of pay. If an employee travels on a day in which they have already worked, they will also be paid the appropriate contractual rate for the travel time. If an employee is permitted to drive, when other less time consuming transportation is available, they will be paid for the travel time that they would have had if they had taken the less time consuming method of transportation.

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Note: Unless it is absolutely unavoidable, there should be no travel on premium or overtime days. This should be considered when meetings or plant visits are being scheduled.

D. Employees should be reimbursed for reasonable expenses in accordance with salaried

expense reimbursement guidelines. People, with the employee’s manager, should review the reimbursement guidelines before the trip with the employee. Setting out those guidelines beforehand will minimize disputes about how employees will be paid and their expenses reimbursed when traveling on company business. The local union representative(s) should be made aware of these guidelines.

E. There are no special provisions with respect to life insurance for bargaining unit members

while traveling on company business. Life and AD&D policies provided would apply in accordance with the terms of the plan document. Death or injury which occurs during travel will be treated as a Workers’ Compensation issue.

Administration

All questions regarding the interpretation and administration of this policy should be directed to the local manager who is responsible for personnel activities or the local Human Resource Department.

ARTICLE 17 HAND STACKING OF FULL HALF BARRELS

No employee shall be compelled to manually lift full half barrels two (2) high unaided. When the keg palletizer is broken down, sufficient help shall be furnished to hand stack.

ARTICLE 18 INSTALLATION OF NEW MACHINERY

CHANGES IN PRODUCTION METHODS AND/OR DEVICES When any new machinery is being installed or any change in devices or change in method of production is being made which has or contemplates the effect of reducing the number of jobs in any department, the Union shall be notified. After the operation is in effect, the Union shall have the opportunity of immediately reviewing the assigned manpower with the employer. In the event the Union does not believe adequate help is being provided and wishes to pursue the matter further, it shall pursue its objective through the grievance procedure, Article 8 of this Agreement. The manpower assigned during the equipment break in period shall not be controlling in any grievance, and any determination shall solely rest on the question whether adequate help is being provided.

ARTICLE 19 BULLETIN BOARDS

The Company will furnish large union bulletin boards at appropriate locations for the posting of notices of Union meetings and other official Union business. These bulletin boards shall be designated as Union bulletin boards. There will be a Union bulletin board in each department and in each lunchroom.

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ARTICLE 20 EMERGENCY

No guarantee of work (including order of recall) and/or pay shall apply where work is unavailable or cannot be performed in the event the plant or unit or operation thereof becomes inoperative because of utility failure beyond the control of the Company, fire, earthquake or other Act of God.

ARTICLE 21 PERFORMANCE OF BARGAINING UNIT WORK

Section 1. It is the policy and intention of the Company that the function of its supervisors is to

supervise. Supervisors will not regularly perform bargaining unit work, nor will they relieve employees on breaks or during meal periods. However, the parties recognize that supervisors may at times engage in activities which consist of bargaining unit work in order to facilitate continuous, efficient, low cost production and maintain the highest quality products. The performance of such work by a supervisor shall not replace a bargaining unit employee or impact the size of the workforce. (CLARIFICATION: No bargaining unit employee will be laid off because of any work performed pursuant to this proposal. The Company restates its policy that the function of supervisors is to supervise, not to regularly perform bargaining unit work. Examples of the kinds of activities which supervisors may, at times, perform include, but are not limited to, clearing jams, picking up fallen bottles, conducting random stock counts, delivering or retrieving samples. Newark employees who perform stock checks will continue to do so.) Nothing in this Article is intended to limit the right of persons who are not members of the bargaining unit to perform the types of work or other tasks which they previously have performed, whether or not such work or other tasks have also been performed by bargaining unit employees. For example, technical service representatives of suppliers may, at times, work on and make adjustments to equipment and products they service in order to facilitate the efficiency of such equipment or products as they do now. (CLARIFICATION: This provision is not intended to permit supervisors to relieve bargaining unit employees for breaks or lunch. This provision does not allow non-employees or administrative staff (such as secretaries) to do bargaining unit work. The only exception is that technical service representatives may continue to make adjustments or check equipment they service, as they do now. This provision also does not permit employees of related A-B employers to perform bargaining unit work.) Supervisors may also perform bargaining unit work under the following conditions: (1) An emergency, which is defined to be a situation where action is taken to prevent damage or loss to product or equipment or to prevent injury to employees. For example, routine work will not be done to relieve employees on breaks, etc., or to supplement the work force. This exception is not intended to permit supervisors to participate in starting up or closing down the machinery or other bargaining unit work or observe the machinery in place of or instead of a bargaining unit employee. (2) Performance of experimental work beyond the ability of employees. (3) The instruction of a bargaining unit employee when such employee is observing the instruction being given.

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Section 2. In order to give supervisors practical knowledge of the operation or to refresh such knowledge, it is agreed that supervisors will be allowed to physically engage in or operate assignments normally performed by employees in the bargaining unit. This provisions is not intended to replace or supplement the present bargaining unit workforce and a bargaining unit employee shall be present during the time the supervisor is engaged in such activity. Section 3. The parties agree that computerized process controls are forms of technology to which access is shared by the bargaining unit and supervision. Supervisors and bargaining unit members may share the use of these controls to monitor the plant's processes and to monitor operation of the equipment, to trouble shoot and diagnose problems, to perform software changes, change program codes and for data entry. It is the intention of the Company during the life of this Agreement to continue to provide appropriate training to bargaining unit members in the use of computerized process controls. It is not the intent of the Company to apply this Article to take computerized process control work away from the bargaining unit and assign such work to supervisors. Claimed violations of this Article shall be subject to the grievance and arbitration procedure.

ARTICLE 22

RESPONSIBILITY OF EMPLOYEES WHEN TAKEN AWAY FROM THEIR ASSIGNED WORK

In the event a supervisor takes an employee away from an operation which he is performing and assigns him to work in another area of the plant, that employee shall not be held responsible for anything which may happen to the operation from which he was removed during the time the supervisor required him to be away from it.

ARTICLE 23 SHIFT PREFERENCE BY SENIORITY

Consistent with other provisions of this contract, employees will be allowed to select their shifts by seniority. Employees shall have the opportunity to transfer from one shift to another four (4) times a year on January 1, April 1, July 1 and October 1. New employees hired by the Company may be assigned to the day shift during their probationary period if no regular day shift employees are displaced. Thereafter, they shall be assigned to either the afternoon or the night shift if there are more senior employees working on either of those shifts who desire to work the day shift. Provided, however, in the event that the Company has more than two (2) probationary employees at one time and it becomes necessary to assign a regular day shift employee to another shift while a probationary employee is assigned to the day shift, the Company will request volunteers to be temporarily assigned to another shift from the regular day shift employees. If an insufficient number of volunteers is received, the lowest man on the departmental seniority list on the day shift shall be assigned to another shift during the employee's probationary period. Plant Maintenance employees shall be allowed to select their shifts by classification seniority in accord with the above provisions. Notwithstanding the foregoing, the Company may assign Maintenance employees without regard to the shift preference provisions of the Agreement when the Company determines that vacation or other short-term absences will result in an insufficient number of skilled Maintenance employees to do the

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work. Such assignments will be made by qualifications as determined in the sole discretion of the Company; provided, however, that in the event the Company, in the exercise of its discretion under this Article, determines that qualifications are equal, seniority shall prevail.

ARTICLE 24 INTER-DEPARTMENTAL TRANSFERS

Employees who desire to transfer from the Department in which they are working to another

Department, shall register their desire with the Company's Manager of People. When a vacancy (as defined by the Company) occurs in another department because of any employee leaving the bargaining unit, if the Company chooses to fill the vacancy, or when a vacancy occurs as a result of increasing the work force, transfer to that department shall be assigned to the employees who have expressed a desire for transfer to that department, who are qualified in the sole judgment of management to work in that department, in order of seniority. Where an increase in the work force would result in numerous transfers, the timing of the transfers will be at the discretion of the Company in order to avoid interference with the efficiency of the Company's operations. An employee transferring to a department in accordance with this Article shall not have the right to select his shift under Article 23 until he has worked in that department three (3) months, and then shall have the right to so select his shift on the next date as provided for in Article 23. A transferred employee's seniority shall remain in the department from which he transferred for a period of thirty (30) working days. Thereafter, the transferred employee will be placed on his new department's seniority list in accordance with his plant seniority. (CLARIFICATION: When determining qualifications for interdepartment transfers, the Company will consider such factors as skills, ability, qualifications and overall record. When determining whether a vacancy exists, the Company will determine its manpower needs based on the need to efficiently run the operation. Factors such as pending operational changes will be considered. An attrition does not necessarily mean that a position will be filled.) An employee failing to meet the work requirements in his new department within his first thirty (30) working days will be returned to his old department. A request by an employee who has, in accordance with this Article, changed departments within a prior six (6) month period will not be considered.

ARTICLE 25

NON-DISCRIMINATION BECAUSE OF UNION ACTIVITY

The Company and its supervisors shall not discriminate against any employee because of his union membership or activity. Supervisors and non-supervisory employees shall treat each other with the respect and consideration which is ordinarily expected and practiced by persons in their work relationships with each other.

ARTICLE 26

NON-DISCRIMINATION BECAUSE OF RACE, COLOR, RELIGION, SEX, NATIONAL ORIGIN OR AGE

Neither the Employer nor the Union shall discriminate against any individual because of race, color, religion, sex, national origin, ancestry, age, disability, Vietnam era veteran or disabled veteran status with respect to opportunity for or tenure of employment, or with respect to any term or condition of

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employment, or any other right, benefit, duty or obligation created and/or protected by the provisions of this Agreement. Nothing in this collective bargaining agreement shall prevent any employee from lodging any charge, complaint, or claim seeking redress for alleged violations of any statutory rights or obligations in the applicable and appropriate forum.

ARTICLE 27 DISCIPLINARY TRANSFERS

The Company shall not use transfers as a disciplinary measure.

ARTICLE 28 PHYSICAL EXAMINATION

Section 1. At the time of hiring, each prospective employee may be examined by the Company doctor in order to determine if he is physically fit for employment at his proposed duties. Any employee returning to work after a work interruption of least one (1) calendar week (seven consecutive days) due to illness or injury may be required to present to the Company a certificate of physical fitness, for performance of his proposed duties. Such certificate shall be signed by his doctor and shall duly identify the employee and shall also state that the employee is qualified to resume his employment. In the event such employee is required to obtain a certificate from the Company doctor, at the Company's expense, and if the Company doctor does not agree to the conclusion rendered by the employee's doctor, the employee shall submit to examination by an impartial doctor agreed upon by the Company doctor and the employee's doctor. If the third doctor agrees that the employee is fit for duty, the Company agrees to make him whole for all time lost from the date that his doctor released him to return to work. Cost of third physician is to be borne by the Company. Notwithstanding anything to the contrary, employees returning to work after a layoff or leave of absence in excess of twelve (12) months may be required to submit to a physical examination by the Company doctor.

ARTICLE 29 BEREAVEMENT LEAVE

In the event of a death in a regular employee's immediate family (mother, father, spouse (to include same gender domestic partner who has met the criteria for certification for coverage under the Anheuser-Busch Group Insurance Plan and HR Service Center), children, brother, sister, mother- in-law, father-in-law, stepfather, stepmother, half-brother, half-sister, stepbrother, stepsister, brother-in-law, sister-in- law, grandchildren, grandparents and spouse's grandparents), that employee shall be given three (3) days of leave, and he shall be paid his regular straight-time rate for such leave. (The terms brother-in-law and sister-in-law shall be limited to the natural brother/sister of the employee's spouse and the spouse of the employee's natural brother/sister.) The Company will provide a form which will be signed by the employee testifying that a covered death did, in fact, occur. This will be acceptable as "Proof of Death". This provision shall be applicable only to employees who are scheduled to work at the time of and immediately following the death; provided, however, that Saturdays, Sundays and holidays, as provided in Article 12, shall not be included as part of the leave. Such leave, if taken, must be taken at the time of death. Notice of intended leave must be given to the Company as much in advance of the commencement of the leave as is possible.

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ARTICLE 30 JURY DUTY PAY

Whenever an employee is required to serve on the jury for a federal, state, county or city court on his scheduled workday, he shall be paid the difference between the straight-time day shift rate and jury duty pay for each day of such service.

ARTICLE 31 HEALTH AND WELFARE

Section 1. Active Employees

A) Medical, Prescription Drug, Dental, Vision, Life Insurance, Short-term and Voluntary Long Term Disability, Accidental Death and Dismemberment

Remainder of 2014 The Company will maintain the current medical, prescription, dental, vision and welfare benefit plans under the same terms and conditions as currently in effect, including the current eligibility and administrative policies, as may be amended from time to time, benefit levels, plan designs and premium contributions, if any, through the end of calendar year 2014 (the “Company Plan”) with the exception of the Total and Permanent Disability benefit (“T&P benefit”) in the St. Louis and Columbus life insurance plans which may be modified as previously agreed to by the Company and the Union. Effective January 1, 2015 Effective January 1, 2015 and continuing throughout the term of this Agreement, the Company shall contribute to the Northern New England Benefit Trust (“NNEBT”) on a monthly basis the sums as provided below and NNEBT will assume responsibility for providing the medical, prescription, dental, vision and welfare benefit plans (Life Insurance, Short-term and Voluntary Long Term Disability, Accidental Death and Dismemberment, T&P benefit in St. Louis and Columbus). Contributions shall not be made for seasonal and weekend relief employees. The NNEBT has sole discretion to modify benefits in compliance with all laws, rules and regulations including but not limited to the amounts of any co-insurance, co-payments, deductibles, premium cost-sharing, and benefit designs in order to facilitate the provision of benefits. Moreover, the NNEBT shall have the right to decide how many plans to offer along with the benefit designs which make up each plan. The NNEBT has sole discretion to add to and/or eliminate any plan offering. To the extent the NNEBT decides to modify any benefits and or plans pursuant to this provision, it shall provide the Company with thirty (30) days advance written notice of any modifications. It is the NNEBT’s intent to offer a plan substantially similar to the Company Plan with the following modifications: The medical plan shall include a $500/$1,000 per plan year deductible and the dental plan shall provide for a $1,500 annual maximum with a lifetime orthodontic maximum of $1,500 (the “NNEBT Plan”). In addition, in the event that the agreed-upon modifications to the current T&P benefit are successfully challenged through administrative, court or other proceedings, post-January 1, 2015, the NNEBT may eliminate the T&P benefit. The Company’s per employee annual contribution for the coverage to be provided by NNEBT for the duration of the collective bargaining agreement will be as follows:

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CY Medical, Rx Welfare (Life Insurance, Short-term Dental & Vision and Voluntary LTD, Accidental

Death and Dismemberment)

2015 $15,569 $1,217 2016 $16,333 $1,247 2017 $17,360 $1,278 2018 $18,357 $1,311 2019 $19,216 $1,336

The Company will pay the total annual contribution for the medical, Rx, dental, vision and welfare benefits in equal monthly installments on or before the 20th of the coverage month. The Company shall make a monthly contribution for the month in which a new hire first becomes employed if the new hire’s start date is on or before the 15th of that month. If an employee terminates mid-month, the Company shall make a monthly contribution for that employee if the employee terminates after the 15th of the month. The Company will continue to administer the payroll deductions required for employees who elect the voluntary LTD benefit and shall remit those amounts on such date and in such manner as the Company and NNEBT mutually agree. The Company also will continue to administer the payroll deductions associated with the Special Spouse/Certified Domestic Partner Contribution for Medical Coverage and remit those amounts on such date and in such manner as the Company and NNEBT mutually agree. In the event that the agreed-upon, annual, per employee contribution to be provided by the Company is determined by NNEBT to be insufficient to support the NNEBT Plan, the NNEBT represented that, in CY2016 and/or in subsequent years, it intends to continue to offer the NNEBT Plan and also intends to offer a comprehensive lesser plan (“Plan B”) that can be supported by the Company’s agreed-upon, annual, per employee contribution as set forth above. If a Plan B is offered, the NNEBT, during open enrollment annually will allow employees to select the NNEBT Plan or Plan B. For any employees selecting the NNEBT Plan, the Company will administer a payroll deduction to cover the difference between the Company’s then-applicable, agreed-upon, annual, per employee contribution and the cost of the NNEBT Plan.

Company contributions to the NNEBT will terminate at midnight of the date the employee last actually works, except that:

a. In the case of occupational and non-occupational illness or injury, such contributions shall be continued by the Company for the period of said illness or injury, but not to exceed the earlier of the date benefits cease or two years from the last date of actual employment;

b. In the case of layoff for lack of work, such contributions shall be continued by the Company for the period of such layoff, but not to exceed the earlier of the date benefits cease or six (6) months from the date of layoff;

c. In the case of a leave of absence granted under the Family Medical Leave Act, such contributions shall be continued by the Company for the period of such leave, but not to exceed the earlier of the date benefits cease or twelve (12) weeks;

d. In the case of an authorized military leave of absence, such contributions shall be continued by the Company up to 31 days, but not to exceed the date benefits cease;

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e. If an employee dies while employed, the Company will continue to make contributions for surviving eligible dependents for up to two years from the date of the employee’s death; provided, however, that the Company’s contribution is contingent upon payment by surviving eligible dependents of their portions of the cost of coverage, if any, and the NNEBTs continuation of coverage;

f. Employees may be required to pay contributions during a layoff or certain leaves of absences. The Company’s contributions set forth above continue to be contingent upon the payment of the requisite contribution by the employee or eligible dependent.

Contributions are for Company employees only. Notwithstanding anything contained in this Article to the contrary, the Company has the right to request and the NNEBT shall provide, in a timely manner, information and/or documentation to the Company’s satisfaction demonstrating that the Company’s total contribution goes toward providing benefits to the Company’s employees and is not used for any other purpose, including but not limited to providing benefits to employees of other participating employers in the NNEBT. The Company shall have the right to audit the NNEBT, including the right to audit compliance with local, state and/or federal laws, regulations and similar requirements. The NNEBT will take such steps as necessary to extend audit rights to third (3d) party designees as more fully set forth in the participation agreement between the Company and the NNEBT. The Trustees shall have the authority to have an independent Certified Public Account audit only the payroll and wage records of the Company for the purpose of determining the accuracy of contributions. The NNEBT shall comply with any rule, regulation, law, or similar requirement by any local, state and/or federal government as it relates to the provision of benefits provided through the NNEBT. Moreover, the NNEBT shall ensure that no provision of the Plan (design, operation, etc.) will result in the imposition of either injunction action and/or the levy of a fine, tax, assessment, toll or similar monetary penalty or sanction against either the Company or the NNEBT. By way of example, but not limiting the applicability of this provision, the NNEBT shall ensure that the benefits provided to employees shall not be subject to the “Cadillac” tax. To the extent the NNEBT believes such tax may be applied, the NNEBT shall adjust/modify benefits such that the tax does not apply. The Company and Union will work together to ensure the Plan’s compliance. If non-compliant, they will work together for resolution.

During the term of this Agreement, should any rule, regulation, law, or similar enactment by any local, state or federal government affect the NNEBT in any way (e.g. economic, administrative, etc.) in its provision of benefits to Company employees, either party may request, and the other party shall agree, that this Article shall be opened for the sole purpose of negotiation to modify this Article so that the Article and the NNEBT are in compliance with the appropriate local, state and/or federal legislation and further that the economic intent of this Article is maintained. Both parties agree such negotiations shall not interfere with any operation of the Company; shall not affect or impede production; and employees shall not engage in any slow down or work stoppage during such negotiations nor shall the Company lockout employees.

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Section 2. Retirees: Employees that are not in a fulltime position as of April 30, 2014 (the date of ratification of the 2014-2019 Collective Bargaining Agreement) are not eligible for retiree medical coverage or a retiree subsidy from any of the Company-sponsored retiree medical plans. The NNEBT may provide retiree coverage in accordance with its then-applicable rules for subsidized coverage under the NNEBT retiree plans for any employees hired on or after April 30, 2014, without additional cost to the Company. For fulltime employees hired on or before April 30, 2014 (the date of ratification of the 2014-2019 Collective Bargaining Agreement), the Company shall maintain the current retiree health and welfare program, including the current eligibility and administrative policies as outlined in the applicable summary plan descriptions, as amended from time to time, through December 31, 2014.

1. Pre-65 Retiree Medical: Employees that are not in a fulltime position as of April 30, 2014 (the date of ratification of the 2014-2019 Collective Bargaining Agreement) shall not be eligible for any Company sponsored or Company paid for (in whole or in part) pre-65 retiree health insurance. This paragraph pertains to fulltime employees hired on or before April 30, 2014, and who meet the qualifications for pre-65 retiree health insurance as outlined in the applicable summary plan descriptions, which may be amended from time to time provided that such amendments will not change eligibility or reduce benefits beyond any reduction resulting from the escalating cost share stated in this paragraph. Cost share will escalate (through plan design modifications) from the current rate at approximately 2% per year beginning January 1, 2015, not to exceed a cumulative cost share of 25% for CY 2019. The manner in which the amount of employee contribution is determined will continue to be based upon the year of hire (i.e. individuals hired after 1/1/1995 will continue to have pro-rata contribution based on years of service).

2. Post-65 Retiree Medical: Employees that are not in a fulltime position as of April 30, 2014 (the date of ratification of the 2014-2019 Collective Bargaining Agreement) shall not be eligible for any Company sponsored post-65 retiree health insurance or for the annual payments referenced below. For the remainder of 2014, the Company shall continue to calculate the Individual Health Benefits Maximum for each Post-65 retiree and each Post-65 dependent as described in the 2008-2014 Agreement. Those individuals that reach the maximum before January 1, 2015 will not be eligible for Company sponsored healthcare or the subsidy described below. The following pertains to current post-65 retirees and pre-65 retirees upon reaching eligibility for post-65 coverage: As of January 1, 2015, the Company shall no longer offer or sponsor post-65 retiree health insurance. Fulltime employees hired on or before April 30, 2014 (the date of ratification), and who meet the qualifications for post-65 retiree health and life insurance as they currently are in place, shall, upon retirement and reaching 65 or later (if the employee retires after age 65), receive from the Company, by payment into a health reimbursement arrangement, an annual payment of One Thousand Three Hundred Dollars ($1,300.00), for the retiree to apply to the cost of post-65 retiree health insurance purchased by the retiree from an available source, subject to the requirements governing health reimbursement

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arrangements. The payment shall be subject to pro-ration based upon date of hire and years of Company service as outlined in previous summary plan descriptions applicable to retiree healthcare. In the event the employee’s spouse or certified domestic partner is also eligible for post-65 coverage under the Company’s definitions, the annual payment shall be doubled. Such annual payments shall continue for ten (10) years or the life of the employee, whichever is less. For retirees and dependent spouses or certified domestic partners who currently are receiving post-65 retiree benefits under the Company-sponsored plan, payments shall continue for ten (10) years calculated from January 1, 2015 or the life of the retiree whichever is less. Section 3. Local Union Officials Until the end of December 2014, Health and Welfare with respect to employees on leave for local union service will be provided in accordance with H&W Attachment 6. Effective January 1, 2015, such coverage provided by the Company will end. Notwithstanding the foregoing, the provisions of H&W Attachment 6 shall still apply for purposes of determining eligibility for Company-sponsored retiree health coverage. Section 4. General Until the end of December 2014, the manner in which each benefit will be provided shall be a matter of Company discretion, e.g., an insurance carrier or claim or network administrator of its choice, self insuring, etc. The Company shall have the right, without reduction in benefits, to impose cost containment measures, which do not lessen the actual benefits available. The more detailed provisions of the Summary Plan Descriptions shall be controlling to more fully describe benefits. With respect to all health and welfare plans described in this Article (Article 31), the Company and the Union will be supplied with copies of the plan documents and amendments. Interpretation of the plan documents and disputes arising under the plans shall be governed exclusively by the complaint procedures and remedies set forth in the plans. Section 5. Flexible Spending Accounts. Full-time employees covered by this Agreement will be allowed to participate in the Anheuser-Busch Companies, Inc. Health Care Spending Account Plan and the Anheuser-Busch Companies, Inc. Dependent Care Spending Account Plan as those Plans may be amended from time to time, on the same terms and conditions as those Plans are made available to salaried employees. Section 6. Wellness Incentives The Company and the Union agree that preventive medical care and living a healthy lifestyle are important factors in the overall good health and well-being of employees. In that regard, the Company agreed to provide financial incentives to eligible employees who elect to visit their primary care physician (“PCP”) and complete a Health Risk Assessment (“HRA”) once a year. The parties also agreed to grant employees the flexibility to receive the incentives in cash or as contributions to the employee’s Health Care Spending Account. Based upon the above, the parties agree as follows:

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• Eligible full-time employees who complete the annual HRA will be entitled to elect either to receive $125 in cash, less applicable withholdings, in the following calendar year, or to contribute $125 to the employee’s Health Care Spending Account in the following calendar year.

• Eligible full-time employees who visit their PCP for an annual medical check-up will be entitled

to elect either to receive $125 in cash, less applicable withholdings, in the following calendar year, or to contribute $125 to the employee’s Health Care Spending Account in the following calendar year.

Each of these wellness incentives is available on an annual basis. Section 7. Education Reimbursement Program. The Company will provide a tuition reimbursement program for employees in the bargaining unit. The terms and requirements of the Program will be established and administered in the Company’s sole discretion. The Education Reimbursement Program will partially reimburse eligible employees for specific expenses connected with securing additional education relating to their present position or to prepare for advancement that is occupationally related. Employees are limited to reimbursement for one undergraduate degree through the Education Reimbursement Program. PROCEDURE I. Eligibility

Reimbursement under the Education Reimbursement Program will be made for all active full-time bargaining unit employees for courses that begin on or after the completion of the six (6) month probationary period. The employee must be on active status at the time of completion of the course to be eligible for reimbursement. Employees who separate from the Company will not be eligible for reimbursement after their separation date.

II. Application

Before enrolling for the course(s), the employee must complete the Application for Education Reimbursement and submit it to his or her department head and the local People Department for approval. After approval, the form is returned to the employee and must be resubmitted with appropriate receipts for reimbursement upon completion of the course, as outlined in Section V of this Article.

III. Approval

A. When reviewing the employee’s Application for Education Assistance Reimbursement, the People Department will consider the following:

1. Subject matter must be related to the employee’s work or part of a degree or

certificate program in a related or generally related occupational field.

2. The course must be presented over a quarter or semester period of at least four weeks duration. Courses, which have a duration of less than four weeks, are considered training programs and will not be reimbursed under provisions of this Program, unless the course is a required part of a complete degree program.

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3. Classroom attendance is expected and must not interfere with the employee’s work schedule. Approval may be given on a case-by-case basis for correspondence and independent study programs offered by accredited institutions.

4. The educational institution must be accredited by an agency that has been listed

as nationally recognized or approved by the Company.

B. After receiving the Application for Education Reimbursement form, the People Department will review it to determine compliance with the Program, and may request additional information regarding course content. The employee must provide the information requested by People in order to have the Application considered.

C. If approved, the employee will receive an approved copy of the application and should

maintain it as part of his or her records. IV. Type And Amount Of Reimbursement

A. Partial reimbursement (75%) up to a $1,000 maximum per calendar year may be allowed for tuition, registration, approved college fees, and books. Late registration, withdrawals, interest charges, certain fees, transportation costs, parking fees, administrative fees, supplies, equipment, and software are not reimbursable.

B. Employees receiving other financial assistance, such as grants, scholarships, and

Veterans Education Benefits, will be reimbursed at the rate of 75% of the difference between such payments received and total cost of tuition, registration, approved fees, and books.

V. Method Of Requesting Reimbursement

A. Upon presentation of evidence to the People Department of the course with a passing grade (equivalent of C or better), an itemized paid receipt from the school showing the amount for tuition and fees, and an itemized paid receipt for books required for the course, the employee will be reimbursed for expenses as outlined in Section IV.

B. If the employee is required to retake a course, the Company will not reimburse under the

Education Reimbursement Program. Section 8. Licensing Fees. The Company will pay any initial or renewal license or certification

fees required by the Company or by city, state or federal law necessary for an employee to properly execute his or her work-related duties. To be entitled to such payment, an employee must timely present to the People Department an authentic statement of fees from the licensing authority. The Company will not pay any charges associated with late fees or penalties resulting from any failure on the part of the employee or the licensing authority to timely request the payment of such fees.

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ARTICLE 32 PENSIONS

Section 1. The Anheuser-Busch, Incorporated Maintenance Employees Pension Plan and Trust, the Anheuser-Busch, Incorporated Production Employees and Operating Engineers Pension Plan and Trust and the defined contribution pension plans provided for in the plant agreements for Williamsburg, Fort Collins, Baldwinsville, and Cartersville shall be merged into a single defined contribution pension plan known as the Brewery Conference/Anheuser-Busch Defined Contribution Plan, which shall be administered by a joint board of trustees that will serve without compensation and provide for block voting. The joint board will be made up of one Union Trustee from each prior plan (designated by the respective Locals) plus one national Brewery Conference Trustee (designated by the Conference) and at least three (3) Company Trustees (designated by Company). The contribution levels for each employee group set forth in their respective plant agreements and eligibility rules set forth in their respective plan documents shall continue to apply to their respective members. TThhee MMeerrggeerr wwiillll ooccccuurr iinn 22001155.. Section 2. For the life of this Agreement, the Company shall contribute the amount set forth below for each hour worked or paid, up to a maximum of forty (40) hours in a week, or 2,080 hours in a calendar year, for each employee who has been on the payroll thirty (30) days or more to the Trustee of the applicable pension plan. Production Workers and Maintenance Operating Engineers Employees Effective 3/1/14 $5.2866 $5.3016 Section 3. If an employee is absent because of illness or off-the-job injury and obtains an authorized medical leave of absence, the Company shall continue to pay the required contributions for a period of six (6) months. If an employee is injured on-the-job and obtains an authorized medical leave of absence, the Company shall continue to pay the required contribution until such employee returns to work; however, such contributions shall not be paid for a period of more than one (1) year.

ARTICLE 33 NO STRIKES OR LOCKOUTS

There are to be no strikes, work stoppages, concerted interference with normal operations, or lockouts during the term of this Agreement.

ARTICLE 34 ENTERING UPON STRUCK AND/OR

PICKETED PREMISES It shall not constitute a breach of this Agreement or cause for disciplinary action for any employee to refuse to enter upon the premises of the Company if a lawful primary picket line exists at such premises and if such refusal does not constitute a violation of sub-section 303(a) of the Taft-Hartley Act, as amended, or the premises of any other company if the employees of such other company are engaged in a lawful primary strike, ratified or approved by a representative of such employees whom such employer is required to recognize under the Taft-Hartley Act, as amended.

ARTICLE 35 SUBCONTRACTING

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For the purpose of preserving work and job opportunities for employees covered by this Agreement, the Company shall not contract out any production work or service covered by this Agreement. The Company shall not contract out any maintenance work, it being the intent of the Company that all work necessary for the maintenance of the Company’s equipment and buildings shall be performed by the Maintenance Department except:

1. Erection of facilities and new equipment. This does not include replacements or modifications.

2. Where the Company lacks the necessary major tools or equipment to perform such work, and

cannot obtain such tools or equipment by rental or otherwise on a reasonable basis.

3. Service contracts and warranties of reasonable duration.

4. Work beyond the ability of the employees where the Union has been unable to provide the specialized skills involved.

5. All computer, microprocessor, and peripheral equipment repairs and maintenance. This

includes but is not limited to:

a. Mainframe computers b. Personal computers c. Computer terminals d. Printers and plotters e. PLC circuit boards f. Uninterruptible Power Sources

In production areas, it is not the intent of this exception to remove work if and to the extent it is currently performed by the bargaining unit, such as initial troubleshooting of PLC malfunctions, replacement of PLC circuit boards, and other work related to bringing production PLC’s back on line should a breakdown occur. It is understood that computer and computer related work not currently performed by the bargaining unit, (for example, but not limited to, maintaining, trouble shooting and repairing of hardware and software systems that serve the purpose of managing information, data processing or other computer systems that are not directly involved in the control of production), shall continue to be performed by management. Such work may be assigned to the bargaining unit employees on a non-precedent setting basis.

Prior to any subcontracting, the Union shall be notified except for situations where time does not permit. If the Company requires employees to be certified, the Company will cooperate with the Union and/or employee to obtain the certification and/or renewals. (See Letter of Intent and Clarification)

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LETTER OF INTENT AND CLARIFICATION OF

“SUBCONTRACTING” It is the intention and spirit of Article 35 to provide the collective bargaining unit with all of the production and maintenance work to be performed by the Company subject to the listed exceptions therein. Subcontracting Clarification. (1) The Local Union agrees that it will not claim work or jurisdiction over work which it has never performed and over which it has never grieved. (2) The employer agrees that it will not contest the Union’s right to the performance of work which the Local Union has always performed.

1. Both parties recognize that there may be instances of an emergency nature or circumstances which are not reasonably foreseeable that will necessitate deviation from the above procedure. Such deviation is only for the specific instance and does not establish precedent for either party.

2. In the event the Union files a grievance concerning either paragraphs (1) or (2) above, the Company will withhold subcontracting until the grievance has been resolved by the parties or decided at the next regular meeting of the MPGC following the filing of the grievance. It is understood that any grievance involving this provision will be heard at the earliest possible MPGC hearing. In the event the case is remanded for additional factual data or for any other reason a decision is not rendered by the MPGC at the time the case is heard, the work may be subcontracted by the Company, with the merits of the Company’s right to subcontract being heard by the MPGC at its next scheduled meeting. Any decision rendered by the MPGC will be based solely on the merits of the case and neither party will base its argument on whether the Company maintained status quo after the date the grievance was first heard by the MPGC. Should the Union’s grievance be sustained, the Company’s liability shall be determined from the initial date of the subcontracting. A. Except as set forth in sub-paragraph B below, the only work to be performed by subcontractors is erection of facilities, new equipment, and replacement of entire units. (However, entire units shall not include, for example, switches, motors, parts of a line, parts of a unit and/or equipment or machinery of any kind and description, such as pasteurizers, fillers, or additions to existing lines, units and/or equipment or machinery as above described.) Notwithstanding the foregoing, displacement or any movement of any lines, units and/or equipment or machinery, as above described, shall be performed by bargaining unit employees. It is recognized that with regard to work subcontracted in accordance with the provisions of this Agreement it is necessary to require the contractor to make the necessary tie-in’s to the existing facilities or equipment in order to make the installation operational.

B. With respect to plants that are undergoing an expansion of capacity involving additional equipment or facilities, for the duration of said expansion period, the exceptions to the definition of “entire units” as set forth in subparagraph A. above shall not apply, and such work may be performed by subcontractors, provided that said work is directly related to the erection and installation of such new

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equipment or facilities. By work directly related thereto, the parties mean such work as is necessary to complete the installation of such equipment or facilities and place it in satisfactory operating condition. At least thirty (30) days before the commencement of any expansion program, the Company will notify the Local Union of the approximate starting date as well as the approximate completion date. Notwithstanding the foregoing, displacement or any movement of any lines, units and/or equipment or machinery, as above described, shall be performed by bargaining unit employees. It is recognized that with regard to work subcontracted in accordance with the provisions of this Agreement it is necessary to require the contractor to make the necessary tie-in’s to the existing facilities or equipment in order to make the installation operational.

C. Notwithstanding the foregoing, and providing the Company employs an adequate number of employees in the maintenance department who are fully utilized, including weekend overtime (consisting of eight (8) hours a day), and if the Union upon two (2) weeks’ notice cannot supply the number of additional qualified employees requested by the Company to perform work reserved for the bargaining unit within the time required, the Company may subcontract such work. The Company must request the subcontractor to supply the same or equivalent number of men who shall perform such work at the time proposed to the Union. D. When the Company decides to subcontract work under sub- paragraph B. above, it shall notify the Union which shall have five (5) days to enter a grievance protesting the decision.

ARTICLE 36 SICK LEAVE

Regular employees will be entitled to six (6) sick days paid at the straight time rate each calendar year. The Company will pre-pay the paid sick days early in the year as designated by the Company. Employees who resign, retire or terminate prior to earning the six (6) days may have any unearned days deducted from their final payout, consistent with procedures in place at each brewery. For new employees hired as Apprentices or hired into the Maintenance Technician Development Program, the respective MOUs governing those new employees will apply. All other new regular employees (i.e. those hired directly into Maintenance, Utilities, or QA), shall accumulate sick days upon date of hire at a rate of one (1) sick day for every two (2) full months worked. The Company will pay out these pro-rated sick days for the remainder of the calendar year, within the first thirty (30) days of employment. On January 1 of the year following date of hire, these new employees will be entitled to six (6) paid sick days. No more than six (6) paid sick days can be accumulated or paid in any calendar year to any employee.

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ARTICLE 37 LABOR-MANAGEMENT COMMITTEE FOR EXCELLENCE

Section 1. With this collective bargaining agreement as its foundation, this agreement is a product of the cooperative collective bargaining relationship between Anheuser-Busch, LLC, and the Brewery and Soft Drink Workers Conference, and Teamsters Local 919. The parties agree that a climate of cooperation, teamwork, and never-ending quality improvement is the best way for the Company to be successful in a highly competitive industry and provide job enhancement and increased job security for its employees. The parties also agree that a joint participative labor management relationship will allow the parties to fulfill their respective responsibilities to the Union and the Company. By sharing these common goals, the Company can fulfill the desires of its shareholders and its employees, the majority of whom are also owners. The Company recognizes that its employees are among its most valuable assets. The parties further recognize that this agreement provides: high wages and benefits; a safe and healthy work environment; recognition of employees’ personal commitments at home and in the community; recognition of the Union as the employees’ collective bargaining representative; and ongoing training. Further, the parties agree that the Company’s way of doing business is built around: internal and external customer satisfaction, designed to provide the highest quality products at the lowest costs; dedicated to employee involvement and the continuous improvement of every aspect of business; trust and integrity; respect for the dignity of individuals; productivity; the ability to adapt to an ever-changing business environment; recognition of effort and achievement; and openness.

Section 2. The parties recognize that continuous process improvement is designed to increase

profitability and thus enhance job security.

Section 3. To address these concerns, and in an attempt to achieve these goals, the parties shall establish the Labor Management Committee for Excellence at each brewery. This committee shall operate as a labor management committee within the meaning of Section 302 I(9) of the Labor Management Relations Act, as amended. The Committee shall be established and function so as to fulfill one or more of the purposes set forth in Section 6(b) of the Labor Management Cooperation Act of 1978. The Committee shall also function to enhance the collective bargaining relationship. The Committee shall consist of an equal number of representatives from local plant management and the Local Union(s), but no fewer than four (4) or more than eight (8) representatives each from labor and management. Union members on the Committee shall be selected by the business agent or his/her designee, and salaried members shall be selected by brewery management. In plants where more than one IBT Local Union or a Joint Board represents bargaining unit employees, each Local Union or the Joint Board shall be represented on the Committee. The IBT Brewery Conference Secretary-Treasurer and the Vice-President, Corporate People, or their designees, shall be members of the national Brewery Steering Committee and the Local Union business agent or his/her designee shall be a member of the Plant Steering Committee.

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Section 4. In the spirit of mutual, long-term commitment, the role of the Committee shall be:

a. Review Process Improvement Group activities involving bargaining unit employees; b. Recommend issues for assignment to Process Improvement Groups;

c. Recommend bargaining unit members for participation on Process Improvement Groups;

d. Receive updates on Process Improvement Group activities and recommendations;

e. Make recommendations regarding training, educational needs and implementation;

f. Provide a forum for feedback and communication with the Plant Steering Committee and the

bargaining unit employees.

Section 5. The Committee shall assume the duties previously undertaken by brewery joint labor/management committees, as well as the duties described in this Agreement. Section 6. Employees participating on Process Improvement Groups will deal with such issues as product quality, process improvement, internal/external customer satisfaction, and other activities which help achieve the mission of the local brewery. Selection of bargaining unit members for participation on Process Improvement Groups and for Process Improvement training shall be on the basis of skills and knowledge needed to solve the problem or improve the process, and willingness to serve. The Process Improvement Group concept is designed to provide an opportunity for employees to be more directly involved in the understanding and in the improvement of brewery operations. The Company shall maintain a list of employees who have expressed a willingness to participate on Process Improvement Groups, and who have not yet been selected. Section 7. All participation on Process Improvement Groups will be voluntary. Each Process Improvement Group participant will be paid at his/her classification rate, including premium rate where applicable, for all group activities expressly authorized for compensation by the Company. Input and data will be gathered by Process Improvement Groups from all affected shifts and all affected departments. Section 8. Process Improvement Groups shall avoid terms and conditions of employment which are subject to bargaining between the Parties to the Agreement such as, but not limited to, contract issues, individual grievances and personnel problems and job loss. Section 9. In order to achieve the purposes of this joint effort for continuous process improvement, the Local Union and the Company shall agree to the appropriate guidelines for the administration of the Collective Bargaining Agreement as it affects designation of employees for Process Improvement Groups, and employees’ participation in Process Improvement training and meetings (e.g., shift preference, and overtime). Section 10. Any disagreement pertaining to the staffing of Process Improvement Groups, or to whether matters being addressed or considered by Process Improvement Groups could serve to change, delete or modify the existing collective bargaining agreement or improperly interfere with the legally-defined relationship between the parties shall first be directed to the People Manager and the Local Business Agent. The Secretary-Treasurer of the Brewery Conference and the Vice President, Corporate People, or their designees, will review and confer to resolve any remaining disagreements on these subjects. Upon their mutual agreement, the Secretary-Treasurer of the Brewery Conference and the Vice President, Corporate People, or their designees, may utilize a facilitator to assist the parties. The

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facilitator shall be selected by agreement of the Company and the Brewery Conference and shall continue to serve as long as the facilitator is agreeable to both parties. In the event either of the parties elects to discontinue the use of a designated facilitator, a successor shall be selected by mutual agreement of the parties. Section 11. The Committee shall meet on an as needed basis. Topics discussed and recommendations shall be reduced to writing and communicated by the Committee to the appropriate group or individual, i.e. the work force, plant and Corporate management and the National Brewery Conference. Section 12. Process Improvement Groups shall establish their agendas and meet as necessary. Copies of any written agendas shall be provided to the Union Co-Chair and Company Co-Chair of the Committee. Final recommendations of the Process Improvement Groups shall be reduced to writing and communicated to the Committee, the Plant Steering Committee and any other appropriate group or individual, i.e. the Corporate National Brewery Committee or the National Brewery Conference. Section 13. The Committee for Excellence Fund is hereby established to promote and support the joint efforts of the parties to continuously improve processes. The uses to which fund assets may be put include payments to the mutually agreed upon facilitator and expenses associated with the training and educational activities of union representatives involved in these joint efforts for continuous improvement who are not actively employed by the Company. Such expenses include reasonable fees to cover transportation, hotel accommodations, meals and other related expenses. The Fund shall be jointly administered by two (2) trustees, one (1) of whom shall be appointed by the Company and one (1) of whom shall be appointed by the National Brewery Conference. The Trustees shall be responsible for adopting all necessary rules for the distribution of funds from the Trust. The Company agrees to make an initial contribution to the Fund of one hundred thousand dollars ($100,000.00) for the initial year of the collective bargaining agreement, and to contribute up to fifty thousand dollars ($50,000.00) for each succeeding year of the collective bargaining agreement. Section 14. LABOR-MANAGEMENT COMMITTEES During the term of this agreement, the parties agree to recognize and jointly to advance the following principles: 1. A fair day’s work for a fair day’s pay; 2. Mutual respect for the individual’s dignity in the daily interaction in the workplace; 3. The Job security of the employees working under this agreement is best protected through efficient

and productive operation of the Company; 4. The mutual interests of the parties to this Agreement are best served by meaningful involvement in

communications programs characterized by frank discussions in the appropriate forum; 5. Addressing workplace issues must be a continuing process and cannot be limited to the periods of

collective bargaining; 6. By active involvement in the Committees established by this Agreement, the parties can achieve a

working relationship that avoids unnecessary conflict; and

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7. Coordinated joint efforts can defeat carious legislative and executive initiations at the federal and state levels that will adversely impact job security and the financial well-being of the Company.

In order to advance these principles, the parties agree to establish a National Labor-Management Committee and a comparable Committee at each brewery. These Committees shall operate as labor-management committees within the meaning of Section 302(c)(9) of the Labor Management Relations Act, as amended, and shall be established so as to fulfill one or more of the purposes set forth in Section 6(c)(2) of the Labor Management Cooperation Act of 1978. Each Brewery Committee shall consist of an equal number of representative from local plant management and the Local Union(s), but not fewer than four (4) or more than eight (8) each from labor and management. Union members shall be selected by the principal executive officer of the Local and shall include at least one officer or business agent. The employee shall be paid at their classification rate, including premium rate where applicable, for all committee activities. Salaried members shall be selected by brewery management. In breweries where more than one IBT Local Union or a Joint Board represents bargaining unit employees, each Local Union or Joint Board shall be represented on the Committee. Each brewery shall meet at least quarterly and shall submit reports to the National Committee concerning their activities. The National Labor-Management Committee shall consist of an equal number of representatives of labor and management and shall include one representative from each Local and the Director of the Brewery and Soft Drink Workers Conference or his designee. The Vice President of Corporate People or his designee shall appoint the management representative. The National Labor-Management Committee shall meet at least semi-annually. At least once during the calendar year, the Chief Executive Officer of the Company and the General President of the Teamsters International shall be invited to meet for the purpose of reviewing the progress of the parties in advancing the principles set forth above. The Committees are a cooperative effort between labor and management to facilitate productive discussions about issues that affect the mutual interests of the parties. To that end, subjects relating to, but not limited to, employee education and training, improving operating processes and product quality, ways to improve the working relationship and proposed governmental initiatives that may adversely impact the employee’s job security or the financial well-being of the Company may be brought before the Committees. The Committees shall avoid matters which affect the legal or contractual rights of the parties. In any event, neither the Committees nor their operation shall infringe upon or usurp or delay the exercise of any of the rights or obligations of either party as provided for by law or by contract. The Committees shall have no authority to compel the resolution of disputes between the parities since the exclusive means for dispute resolution is the appropriate grievance and arbitration procedure set forth in the applicable collective bargaining agreement. Matters presented to and discussed within the Committees shall not be admissible in arbitration or other proceedings involving the parties. The National Labor Management Committee Fund is hereby established to promote and support the joint efforts of the parties to advance the principles set forth above. Fund assets may be utilized to retain a mutually agreed-upon facilitator to assist the parties and to pay expenses associated with the training and educational activities of union representatives involved in these joint efforts. Such expenses shall include reasonable fees to cover transportation, hotel accommodations, meals and other related expenses. The facilitator shall continue to serve as long as he or she is agreeable to both sides. In the event either of the parties elects to discontinue the use of a designated facilitator, a successor shall be selected by mutual agreement of the parties.

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The parties shall meet promptly after ratification of this Agreement to establish procedures for the operation of these Committees.

ARTICLE 38 PLANT PAST PRACTICES

The Company and the Union recognize that continuous improvement of both operational processes and administrative procedures are necessary to the continuing viability of the business and the job security of the employees. As a result, past practices will not constitute a barrier to improving processes and procedures. The Company will not change past practices without first notifying the Union and giving the Union an opportunity to consider the changes and to comment on them. (CLARIFICATION: The Company will continue to comply with clear language in the contract. Changing past practices does not mean changing rights and responsibilities which are set forth in the entire contract. Moreover, as to practices themselves rather than contractual provisions, the Company will not arbitrarily change the way employees have been doing their jobs. Practices will be changed when there are sound business reasons for doing so in order to maximize the efficiency of our operations and/or to improve quality.) Any such changes will adhere to the following:

• The Company’s and the Union’s continuing agreement to cooperate in the implementation of alternative approaches to the Company’s processes and to work now done by the Company’s employees to improve efficiency, and thereby provide job security to the greatest possible number of employees.

• The commitment to a continuing cooperative collective bargaining relationship between the

Company and the Brewery and Soft Drink Workers Conference and its member local unions. • The recognition by the parties that the Company’s way of doing business is built around

internal and external customer satisfaction; designed to provide the highest quality products at the lowest costs; dedicated to employee involvement and the continuous improvement of every aspect of business; based on trust and integrity, respect for the dignity of individuals, productivity, the ability to adapt to an ever-changing business environment, recognition of effort and achievement, and openness.

Consistent with the long-standing agreement of the parties, nothing in this Article will be interpreted to prevent the Company from changing crew sizes, manning requirements or assignments as may be warranted.

ARTICLE 39 LOCAL BREWERY SUPPLEMENTAL AGREEMENTS

Section 1. During the course of bargaining for this Master Agreement, the parties have had the opportunity to review all Local Brewery Supplemental Agreements, including side agreements, memoranda of understanding and letters of understanding incorporating contract interpretations applicable at the individual breweries. Where provisions of the Local Brewery Supplemental Agreements are inconsistent with the provisions of this Agreement, the provisions of the Local Brewery Supplemental Agreements shall govern. Section 2. Should a brewery and local union desire to enter into a Local Brewery Supplemental Agreement during the term of this contract, said Local Brewery Supplemental Agreement shall not

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become effective unless and until it has been approved and signed by representatives of the Local Union, National Conference, Plant Management and Corporate Management.

ARTICLE 40 OTHER CONTRACT MATTERS

Section 1. Should any part hereof or any provision herein contained be rendered illegal or an unfair labor practice by reason of any existing or subsequently enacted legislation or by any authorized government agency, including the National Labor Relations Board, such invalidation shall not affect the remaining portions hereof; provided, however, in such a contingency the parties shall promptly meet and negotiate substitute provisions for those parts or provisions rendered or declared illegal or an unfair labor practice. Section 2. This Agreement shall constitute the entire contract between the Company and the Union and shall supersede and replace all other obligations or agreements whether written or oral or expressed or implied between or concerning the employees of the Company. No amendment, modification, or addition to this Agreement shall be effective unless it is reduced to writing and duly executed by the parties. Section 3. Except as otherwise specifically provided, an emergency for the purpose of this Agreement, is defined as a breakdown, power failure or an act of God.

ARTICLE 41 SUPPLEMENTAL UNEMPLOYMENT AND SEVERANCE FUNDS

The Company shall contribute $.06 per straight-time hour worked or paid for on behalf of regular, permanent, or senior employees (whichever is applicable under the plant agreement) to the Anheuser-Busch – Brewery Conference Supplemental Unemployment Fund.

ARTICLE 42 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE & SAVINGS PLAN

The Company and the Union have agreed that the Anheuser-Busch Deferred Income Stock Purchase & Savings Plan, as it may be amended from time to time by the Company, will be made available to employees covered by this agreement. Participation in the Plan will be optional and at the sole discretion of the individual employee.

ARTICLE 43 MAINTENANCE CLASSIFICATIONS

Section 1. It is understood that the Maintenance employees covered by this Agreement are in the following classifications:

1. Machinist/Pipefitter 2. Painter/Carpenter 3. Forktruck Repairman

Section 2. When there is no work required of an employee in his regular classification, he may be assigned to, and perform work of, another classification, if there are no employees of another classification who are performing work in the employee’s regular classification.

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Section 3. It is understood, however, that, due to the nature of plant operations, employees may be required to perform work of another classification incidental to the job he is performing within his regular classification.

ARTICLE 44 TOOLS

Company will furnish all tools necessary to the proper performance of the Maintenance employee’s work. Any tools damaged or destroyed while the employee is performing work for the Company will be repaired or replaced at no cost to the employee. Each employee shall be required to maintain his full set of tools he is furnished. Such tools cannot be removed from the plant. Lost, misplaced or stolen tools shall be replaced by the employee in kind and quality as those issued by the Company. The employee will not be responsible for the replacement of tools that are stolen while he is not on the premises, provided that the tools had been properly secured by the employee prior to leaving plant premises.

ARTICLE 45 OPERATING ENGINEER JURISDICTION

Section 1. The Company agrees to staff and assign work to the Engineers covered by this Agreement.

A. The Company agrees it shall be the jurisdiction of the Engineers to operate, inspect, check and oil all stationary equipment, to include the following: Boilers, pumps, engines, compressors, refrigeration equipment, air conditioners, condensers, stills, heaters, heat exchangers, filters, cooling tower, all Kathabar units and any and all related equipment thereto, and shall also make periodic checks of all fire alarm systems. The Company agrees it shall be the jurisdiction of the Operating Engineers for the external cleaning of all stationary equipment and the related areas thereto in the Power Plant.

B. In the event an employee is unable to stand his watch due to some unforeseen reason

beyond his control or due to sudden, unexpected illness, it is agreed that in such cases an employee (in the same classification) off duty shall be called in to take the watch, except in cases where employees in such classification are not available.

C. The Chief Engineers or any supervisory personnel shall not perform any of the work of

the Engineers, except in cases of emergency affecting safety of equipment, product or personnel or for the training of personnel.

Section 2. Union Waiver of Jurisdiction.

a. Due to the particular nature of the operation, both the Union and the Company agree it would be impractical for the Engineers to oil, grease and clean the following equipment; therefore, the Union waives its rights to the following equipment.

b. Packaging & Shipping Department – The Union waives the Engineers’ right

to operate, oil, grease and check all equipment in the Packaging & Shipping Department, including the fork trucks.

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ARTICLE 46 EMPLOYEE JOB SECURITY

The Company recognizes the employees as one of its more valuable assets and in order to protect their job security in a changing work environment, the parties agree to the following: SECTION 1. The Union agrees to cooperate with the Company in the implementation of alternative approaches to the Company’s processes and to work now done by the Company’s employees to improve efficiency, and thereby provide job security to the greatest possible number of employees. In that regard, it is understood there will be some overlap of duties among the hourly employees in all brewery departments. For example, Production employees and Maintenance employees will perform basic or routine Maintenance such as lubrication and simple repairs and adjustments incidental to the employee’s primary assignment. Similarly, Production employees will perform such tasks as process control checks incidental to the employee’s primary assignment. They will also be involved in such activities as line conversions/changeovers and overhaul. (CLARIFICATION: The Company has repeatedly stated throughout bargaining that the issue of the impact of flexibility between crafts and Teamsters was addressed in the 1994 bargaining over flexibility. In 1994, the Union acknowledged that its acceptance of flexibility could not include a commitment on behalf of craft local unions with respect to the assignment of work; that is, that corresponding negotiations would have to occur between the Company and the affected craft locals with respect to the assignment of work pursuant to the flexibility provisions. The Company intends to further address this issue in craft negotiations.) With regard to the current provision, it is designed to expand the current flexibility language to include all brewery departments. Most of the discussion of this provision centered around the inclusion of the utilities department in the flexibility provisions.) The Company may assign to employees covered by this Agreement work which has not been historically or traditionally performed by the bargaining unit employees. Such assignment to and performance by employees shall not create a precedent or practice with respect to the future assignment of such work. When such an assignment is made, the Union will be notified. SECTION 2. The parties recognize, however, that changes implemented by the Company will, in some cases, increase available work opportunities and, in others, result in work force reductions. Articles 46 and 47 are intended to enhance the job security of employees represented by the Union. This enhanced job security is to be accomplished by:

Maximizing the availability of work opportunities by transferring employees to available positions in the same or other breweries; Improving the financial stability of employees who voluntarily retire or separate; and

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Alleviating the burden on employees who are laid off by increasing the availability of Supplemental Unemployment Benefits.

SECTION 3. - REDUCTION OF MANPOWER For the purpose of Articles 46 and 47, a “reduction in manpower” shall be defined as when any new machinery is being installed or any changes in devices or change in method of production is being made which will result in the permanent layoff of one or more employees in one of the following two groups: Production and Quality Assurance (and Clerical employees in Newark); Maintenance and Utilities. The benefits described in Articles 46 and 47 shall be offered only to those employees in the group affected by the reduction in manpower at the brewery. SECTION 4. - PERMANENT LAYOFF A “permanent layoff” shall mean a layoff for a period which the Company reasonably believes at the time of layoff will exceed six (6) months. SECTION 5. - PLANT CLOSING AND VOLUME CHANGES The benefits described in Articles 46 and 47 shall not apply to reductions in manpower caused by plant closing, volume declines in a brewery or by changes in production levels assigned to any brewery. SECTION 6. At such times as an event referred to Section 3 above occurs and results in a reduction in manpower, the Transfer/Retirement Enhancement benefits described in Articles 46 and 47 will be offered to the affected group at the brewery where the reduction is occurring as a result of such a change. In the event of a permanent layoff, the Company shall determine whether to offer Retirement Enhancements, transfers, or a combination of both and in what order these benefits will be offered. The number of employees who may be offered Retirement Enhancements and/or transfer opportunities shall equal the number of employees designated by the Company for permanent layoff pursuant to this Article. SECTION 7. - TRANSFERS

(a) Regular employees who are actively working or who are on layoff status are eligible for

consideration to transfer when transfers are offered pursuant to this Article. (b) If the Company elects to offer transfer opportunities in the event of a permanent layoff

pursuant to this Article, a brewery with an available position may offer such opportunity to an employee who has expressed an interest and who, in that brewery’s assessment, possesses the necessary knowledge, skills, employment record, experience and overall qualifications for the available position. When, in the assessment of the brewery with the available position, two or more employees are equally suited, the position will be made available on the basis of Company wide seniority, except that a transfer within the employee’s home brewery shall be made before a transfer outside the home brewery. (CLARIFICATION: When considering transfers, the Company will consider an employee’s skills, ability, qualifications and overall record.) In the event the brewery with the available position determines that no employee who expressed an interest in transfer is acceptable for the available position, the Company shall offer a Retirement Enhancement in place of a transfer to the available position. Available positions in the Los Angeles Brewery will be made available to Teamsters with the greatest seniority between Anheuser-Busch Job Security Program

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transferees (total Company seniority) and industry Teamsters (total industry seniority). Industry bump-ins to the Anheuser-Busch Los Angeles brewery from the industry are eligible to participate in the transfer and retirement enhancement aspects of the Job Security program only if they meet all eligibility requirements, including the Company seniority requirement, of the Job Security program. The existing agreement in Los Angeles dated December 6, 1990 providing for an annual six cent ($.06) payment to employees will be amended to require the Company to use the six cents ($.06) to fund the Company’s Supplemental Unemployment Benefits (SUB) Fund. (The Los Angeles Industry Security Trust remains unaffected by this agreement pending action by the Teamsters.)

(c) In the event there are transfer opportunities in more than one brewery, the employees may

identify those brewery(ies) for which they wish to be considered subject to the Company’s right of selection. Should there be a permanent layoff simultaneously at more than one brewery, the Company-wide seniority of all employees interested in transfer opportunities will be dovetailed with one another for purposes of consideration for transfer opportunities pursuant to this Article. Notwithstanding the foregoing, transfer within a home brewery shall be made before transfer outside the home brewery.

(d) The positions to which qualified employees may transfer shall be limited to those which are

expected to be for regular and long-term active employment and which are available prior to the date on which the Company offers the Retirement Enhancement benefit (Article 47) resulting from the reduction in manpower.

(e) Employees who are offered and who accept a transfer to a different brewery pursuant to this

Article shall be reimbursed for actual and verified reasonable and customary moving expenses up to a maximum of Three Dollars ($3.00) per mile between the employee’s brewery and the brewery to which he/she is transferring. Upon the Company’s receipt of a verified and reasonable estimate of moving expense from a carrier approved by the Company, the Company shall pay the employee 100% of the estimated moving charges in advance of the moving date to reduce the employee’s out-of-pocket expenses associated with the transfer. Once relocated, the employee shall provide all documentation the Company deems necessary for an accounting of the actual and verified reasonable and customary moving expenses. Upon receipt of all the documentation, the Company shall make a reconciliation of the advance payment with the actual and verified reasonable and customary moving expenses. Should any payment be due to the Company as a result of the reconciliation, such payment shall be made within thirty (30) days of the Company’s written notice to the employee of the reconciliation results. Should any payment be due to the employee as a result of the reconciliation, such payment shall be made within ten (10) days of the Company’s written notice to the employee of the reconciliation results. In no event shall the Company pay more than the actual and verified reasonable and customary moving expenses up to a maximum of Three Dollars ($3.00) per mile between the employee’s home brewery and the brewery to which he or she is transferring.

(f) An employee who accepts a transfer shall be subject to a six (6) month “adjustment period”

beginning on the employee’s first day of active work at the brewery to which he/she transferred. During the adjustment period, the Company may require the employee to transfer back to the brewery from which he/she transferred. In such case, the employee shall return to the former brewery under the same conditions as if the employee had not accepted the initial transfer, and the employee shall be reimbursed for actual and verified reasonable

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and customary return moving expenses up to a maximum of Three Dollars ($3.00) per mile between the breweries.

(g) At the brewery to which the employee transfers, the employee shall be a regular/permanent

employee in the seniority unit and establish a seniority date on the first day worked at his new brewery, but will retain his/her other Company service for length of vacation only.

(h) Upon completion of the adjustment period, a transferred employee shall forfeit all seniority

rights at his/her former brewery.

(i) Transferring employees shall be covered in the Health and Welfare plan at the brewery to which they transfer; the Company will assure continuity of coverage for transferring employees and their covered dependents by continuing to make the applicable payment to the Health and Welfare plan provided the employee and his/her dependents enroll in the plan at the brewery to which the employee is transferring within the time limits established by the Company for completing the transfer.

(j) The parties will meet to discuss a mutually satisfactory method of achieving an appropriate

measure of pension benefit equity for transferred employees. Such pension benefit equity shall be based on the following:

1. The total pension benefits an employee shall receive from all plans maintained or

contributed to by the Company shall not be less than the amount he/she would have received if he/she had participated for his/her entire period of Company brewery service in the first defined benefit plan from which he/she transfers.

2. The individual shall always participate in the plan at the location to which he transfers. 3. Any amount required to be paid as a make-up benefit will be paid from a Company

administered plan. 4. The provision shall not apply to transfers away from any defined contribution plan.

The pension benefit equity provisions shall apply to any individual transferred after March 1, 1998 and during the term this Job Security Agreement is in effect.

(k) This Article supersedes any other agreement regarding the transfer of employees in effect

prior to the effective date of this Collective Bargaining Agreement.

(l) The Company and the Union agree to meet and confer to agree upon such details relating to transfers as posting of notices and time allowed for transfers to occur.

ARTICLE 47

ENHANCED EARLY RETIREMENT AND SUB CONTRIBUTIONS SECTION 1.

Incentives would be offered to employees in the group affected by the substantial reduction in a brewery who are age 55 or older and who have at least ten (10) years of continuous service with the Company. Incentives shall be offered on the basis of Company seniority. The incentive would be offered

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for a “window” period of time designated by the Company, but not less than thirty (30) days, plus a seven (7) day revocation period. SECTION 2. The Incentive shall be a monthly payment of the lesser of One Thousand Dollars ($1,000.00) or the employee’s anticipated monthly Social Security Benefit at age 65, through the month of the employee’s sixty-second (62nd) birthday. Employees may receive the Incentive in one of the following forms:

A. Lump sum at present value upon retirement; B. Lump sum at present value upon retirement rolled over to an IRA; C. Monthly payment to age 62.

SECTION 3. The Incentives shall be entirely funded by the Company and paid through one or more pension plans. If a new pension plan is established by the Company, it shall be Company administered. SECTION 4. The maximum liability for Retirement Enhancement Incentives which the Company may incur arising during the term of the contract commencing in 2008 shall not exceed Eleven Million Dollars ($11,000,000.00). The Company’s liability for this purpose shall be measured by the present value of each incentive at the time the incentive is accepted, with the present value calculations to be based on One Hundred and Twenty Percent (120%) of the then applicable Pension Benefit Guaranty Corporation (“PBGC”) rate. SECTION 5. - SUB FUND ENHANCEMENT In addition to the foregoing Transfer/Early Retirement Incentive Program (Articles 46 and 47), the Company will maintain a minimum level in the SUB fund of $100,000, provided that the Company’s maximum contribution to the SUB fund in any year of the contract commencing in 2008 shall not exceed One Million Dollars ($1 million) more than the current contribution of 6-cents per straight-time hour worked or paid; further provided, to the extent that the Company does not utilize its maximum contribution in any year, the amount not utilized may be applied in a subsequent year during the terms of the contract commencing in 2008 as necessary to pay SUB benefits until the maximum contribution for that year and the unused contribution from prior years is exhausted. SUB fund benefits, if any, paid as a result of a plant closing shall not diminish the Company’s obligation to maintain the minimum level set forth in this Section.

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SECTION 6. - DISPUTE RESOLUTION Any disputes arising regarding the application or interpretation of Articles 46 and/or 47 shall be subject to mandatory binding arbitration; provided, a single arbitrator, chosen by the Company and the National Brewery Conference, shall be selected to hear such arbitrations regardless of the local grievance procedure where such grievance arises. In the event the arbitrator selected by the Union and the Company is no longer mutually acceptable to both parties, they shall mutually agree on a successor arbitrator. (CLARIFICATION: The parties agreed in 1994 to use a separate arbitration process for issues arising out of Articles 46 and 47. This process has worked very well to resolve the few grievances over these Articles. The current language of the contract provides for the parties to mutually agree on an arbitrator and location for these proceedings, which the parties have been able to accomplish without difficulty for the past four years. Therefore, this provision does not include changing this procedure.) SECTION 7. - PROCEDURES The Company and the Union shall meet as soon as practical after the effective date of this Agreement to agree on such details regarding implementation of Articles 46 and 47 as arbitration procedures and the time during which transfer opportunities shall remain open.

ARTICLE 48 DRUG TESTING

The parties recognize that the use, possession, manufacture, distribution, or sale of illegal drugs creates serious problems for employees, their families, the workplace and the community. The use and/or possession of unlawful drugs or abuse of other drugs pose a threat to the safety and well-being of employees and the continuing success of the business. The parties also agree that efforts should be made to treat and rehabilitate those employees suffering from drug abuse. Therefore, a joint and constructive effort is needed to overcome the impact drug use has on safety, productivity, the quality of life in the workplace and morale. The keys to such efforts are educating employees, training supervision, assisting affected employees and their families, and conducting drug testing of employees (hair or urine testing) on a random or periodic basis or based upon reasonable suspicion and/or following an accident which could have resulted in injury or property damage. (CLARIFICATION: Urine testing will conform to DOT guidelines. The Company’s drug testing proposal applies to DOT-covered employees. Random testing will be conducted on an ongoing basis. The selection process will be conducted using procedures like those provided for by the Department of Transportation (DOT). The protocol for periodic testing would involve testing an entire group of employees, or the entire population of a brewery or all of the breweries, from time to time. Reasonable suspicion is defined as employee behavior or appearance that may indicate illegal drug use or alcohol intoxication. Examples of this behavior include but are not limited to staggering gait, slurred speech, hostile, jumpy, disoriented, or aggressive/abusive demeanor, glassy eyes, flushed face and lack of physical coordination. (These characteristics are also used by the D.O.T.) A potential accident is a situation which gives rise to the potential for death, injury or property damage. The Company will always use testing procedures which comply with appropriate chain-of-custody procedures for each type of testing performed. The chain-of-custody procedures will be provided to the Union upon request and to employees when they test.) An employee who refuses to provide a specimen (hair or urine) for testing or refuses to authorize the testing by signing a consent form shall be dismissed.

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If head hair, alternative body hair (from beard/mustache, underarm, arms/legs, chest or back) and fingernail clipping collection are not feasible, the employee shall have the following choices: (1) The employee may have a sample of hair removed from his/her pubic area by a trained and verified laboratory/collection person (such as a Psychemedics certified collector) at the collection site; or (2) the employee may have a collection of hair removed from his/her pubic area by a qualified medical personnel at a Company approved physician’s office at the earliest opportunity to be scheduled by the Company; or (3) the employee may have 45 days in which to provide his/her sufficient hair sample for collection and testing. The Company will educate employees regarding the harmful effects of drug use, how the drug testing programs work and the confidential assistance available to them through the Employee Assistance Program prior to the commencement of any hair testing. The hair testing implementation will not begin until ninety (90) days after ratification of this agreement. (CLARIFICATION: Employees will continue to be able to note on the consent form the use of any prescription or non-prescription medications before any test is given. In addition, the requirement that an employee certify to the Company that their prescription or over-the-counter medication will not inhibit their ability to perform their job duties in a safe and productive manner will continue. If there is an issue regarding over-the-counter medication which requires MRO review, the MRO will become involved.) A Medical Review Officer (MRO) shall receive all positive and negative drug test reports directly from the laboratory, and shall review and interpret confirmed positive tests and shall examine alternative medical explanations for such positive tests. Prior to any final determination, the employee shall have an opportunity to discuss the results of his/her drug test with the MRO. If the Medical Review Officer determines that there is a legitimate medical explanation for the positive test, the MRO shall report the test to the Company as a negative result. If the Medical Review Officer determines that there is no legitimate medical explanation for the positive test, the MRO will report the test as a confirmed positive result to the appropriate Company representative. (CLARIFICATION: The current MRO was mutually acceptable to both parties. To the Company’s knowledge, both parties have been satisfied with his services. If the need arises in the future to select a new MRO, the parties will continue to operate under the current procedure which is that the MRO “shall be designated by the Company after consultation with the Brewery Conference.”) The Company will identify a separate qualified laboratory for the purpose of conducting safety-net tests which may be requested by employees whose hair samples test positive for drugs under the Company’s drug testing program. A confirmed positive drug test will result in the employee being referred to the Employee Assistance Program (EAP), and subject to at least three (3) unannounced follow-up hair and/or urine tests in the 12-month period following the initial positive test. Failure to comply with the recommended EAP treatment program or a second confirmed positive test will result in dismissal. The Company reserves the right to request medical certification to determine whether a prescription or over-the-counter drug, or any other substance impairs judgment, coordination, or other senses important for the safe and productive performance of an employee’s job duties. The parties recognize that any employee reporting to work, being on Company property or operating Company equipment while under the influence of any illegal drug or any other substance which impairs the mind or physical body is in violation of Company policies prohibiting such conduct.

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All testing will be conducted in compliance with applicable federal, state, or local laws. (CLARIFICATION: The Company intends to maintain a drug testing program which involves efforts to treat and rehabilitate employees who are abusing drugs.)

ARTICLE 49 POSTINGS

The Company shall have the right to post any schedule (e.g. daily, overtime, holiday, vacation),

notice, list or other communication to employee/s either electronically or by paper. Similarly, the Company may use, in the place of any paper sign-up or pick sheet, an electronic means for accomplishing the same purpose. Should the Union request information in connection with any dispute regarding this Article, the Company will produce such information in accordance with its contractual obligations under the law, in a mutually agreeable format (i.e., paper or electronic). Information currently available to or accessible by employees (e.g. hours worked and charged hours) shall continue to be provided either electronically or on paper. The terms of this provision shall take precedence over any inconsistent or conflicting contractual provision regarding the method of posting.

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SEVERANCE FUND The Company and the Union have established the Anheuser-Busch – Brewery Conference Severance Fund, to pay severance benefits in accordance with the Plan of Benefits adopted by the Board of Trustees. At any time that the assets of the Severance Fund total less than $50,000, the Company will contribute $.01 per straight- time hour worked or paid for on behalf of regular, permanent or senior employees, whichever term is applicable under the Plant Agreement, until such time as the Fund assets equal $100,000. Renewed for the term of the 2014 agreement.

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October 23, 1978 Mr. Charles Klare, Secretary-Treasurer National Brewery Conference International Brotherhood of Teamsters 1400 Renaissance Drive Suite 406 Park Ridge, Illinois 60068 Dear Mr. Klare: This is to confirm certain understandings reached during our recent national negotiations and which are applicable to the labor agreements negotiated.

1. Should an employee receive an injury arising out of his employment and a doctor or nurse indicates that he cannot return to work that day, the Company shall provide transportation for the employee to his home if the employee so desires.

2. Any job deemed unsafe by the employee assigned to that job shall be delayed until the

employee, a steward and a representative of the Company meet to attempt to reconcile the matter. It is specifically understood that, absent resolution, the Company does not agree that the job stays in status quo. In that event, the Company shall make the final determination and the employee shall have the right to grieve.

ANHEUSER-BUSCH, INC. /s/ Stuart F. Meyer Vice President – Labor Relations

3. Paragraph 3 deleted in 1985 negotiations. Renewed for the term of the 2014 agreement.

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HOUSTON OVERTIME CHARGING PROCEDURE 1. Individuals who have a request in to transfer to a new department and are permanently transferred to that new department will be charged with the highest number of hours in that new department. 2. Individuals who are involuntarily transferred from a department of their choice to a department which they have not requested will receive the average number of overtime hours of the people working in that new department at the time of the transfer, i.e., the lowest senior man in the Brewing Department (the department he requested) is transferred to the Packaging Department. This employee will receive the average hours of the people working in the Packaging Department. Upon his return to the Brewing Department, he will receive the average overtime hours of the people working in that department if he has been gone longer than thirty (30) days. 3. Individuals who are temporarily transferred to a new department voluntarily will be charged with the highest hours of the new department and work overtime in that department. Upon return to his old department, the individual will be charged with the highest hours in the department. FOR THE UNION: FOR THE COMPANY: /s/ Charles Klare /s/ Stuart F. Meyer /s/ James Moore /s/ David H. Moran, Jr. Renewed for the term of the 2014 agreement.

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Letter of Clarification Workweek and Payment For Working on Scheduled Days Off

Operating Engineers Assigned to Shift Work The workweek for pay purposes for Operating Engineers shall begin on Monday and end on Sunday. If an Operating Engineer is required to work one or both of his scheduled days off during a workweek, he shall receive time and one-half for the time worked on such day or days. Such day or days shall be considered the sixth (6th) day under Article 10, Section 10 (a). An Operating Engineer shall receive straight-time pay for time worked on his scheduled days during the workweek with the exception of: - Saturday, which shall be paid at time and one-half the regular straight-time rate of pay pursuant to Article 10, Section 10 (b) and (c). - Sunday, which shall be paid at double his regular straight-time rate of pay pursuant to Article 10, Section 10 (b) and (d). This Agreement applies to Operating Engineers assigned to shift work and clarifies Article 10, Section 10. FOR THE UNION: FOR THE COMPANY: /s/Steven E. Green /s/Ronald W. Ginder /s/Charles Klare /s/Lee J. Waltemade Renewed for the term of the 2014 agreement.

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MEMORANDUM OF UNDERSTANDING OPERATING ENGINEER JURISDICTION

The undersigned parties are desirous of making the following change in Article 46, Section 2 of the collective bargaining agreement. That particular section would be amended to read as follows:

Section 2. Union Waiver of Jurisdiction. (a) Due to the particular nature of the operation, both the Union and Company agree it would be impractical for the Engineers to oil, grease and clean the following equipment; therefore, the Union waives its right to the following equipment:

1. Packaging and Shipping Department – Union waives the Engineers’ right to operate, oil,

grease and check all equipment in the Packaging and Shipping Department, including the fork trucks.

2. Brewing Department – greasing of the wheels on chip carts. The function of greasing the

chip cart wheel shall include, but not be limited to, obtaining the requisite grease, maintaining the grease guns, cleaning excess grease from the wheels and any spillage and any other pertinent duties that may be assigned. The Union waives the Engineers’ right to perform such function.

It is further recognized and agreed that there will be no request by the Union that additional manpower be added to the Brewing Department to perform this duty. Accordingly, under Article 40, Section 2, this Local Brewery Supplemental Agreement upon being signed by representatives of the Local Union, National Conference, Plant Management and Corporate Management shall be effective and binding upon the parties. FOR THE UNION: FOR THE COMPANY: /s/ Charles Klare /s/ Stuart F. Meyer /s/ James L. Cherry, President /s/ David H. Moran, Manager Renewed for the term of the 2014 agreement.

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MEMORANDUM OF UNDERSTANDING TWELVE HOUR SHIFTS

The Company will implement a process to allow for scheduling of utility operators to work twelve (12) hour shifts with four (4) days on and four (4) days off. The implementation may be gradual with some utility operators remaining on 8 hour days / 5 day work weeks as determined by the Company. The objective will be to establish four (4) total crews on 12-hour shifts with schedules to be established by the Company.

The following will apply to the Utility operators working a 12 hour shift:

1. Each utility operator shall make his/her shift selection by November 1 of the preceding year

(Article 23 shall not apply). The selected shift assignments will be effective the first of January. Vacation selections shall be made by seniority no later than December 1. Single Day Vacations shall not be permitted on the 12 hour shift schedule.

2. Utility operators shall be paid time and a half (1½x) the base rate after ten (10) hours of work per

day and double-time (2x) the base rate after twelve (12) hours of work per day. Utility operators shall receive double time (2x) for Sunday work.

3. Utility operators shall receive holiday pay equal to eight (8) hours of straight time pay (in

accordance with the present contract) and paid double time (2x) for any time worked.

4. Utility operators working on the back shift shall receive a shift differential of $0.71 per hour.

5. Utility operators who are scheduled for work on their days off will be paid time and a half (1½x) the base rate during the week. They will be paid the applicable overtime rate on Saturday and Sunday.

6. Utility operators’ sick pay shall total four (4) days at twelve (12) hours straight time pay.

7. Utility operators’ vacation pay shall total four (4) days at ten (10) hours straight time pay per

week of vacation.

8. Utility operators’ bereavement pay shall total two (2) days at twelve (12) hours straight time pay for each qualified bereavement event.

9. Any utility operator called for jury duty shall be paid ten (10) hours straight time pay for each day

he or she was scheduled to work, but instead performed jury service. An employee who serves on a jury for less than a full day may, with notice, report to work for the remainder of his or her shift, but in no event will an employee receive more than 12 hours of pay for that day.

10. Utility operators may contribute to their 401(k) and pension plans on the basis of their straight-

time gross wages for their standard work week in accordance with the terms of the Plan.

11. Shift coverage due to employee absence will occur through: (a) volunteers who sign up for overtime chosen by hours worked and/or; (b) the designated on-call operator who must provide coverage if so assigned by the Company.

12. For utility operators, the day shift shall begin at 7:00 a.m. and end at 7:00 p.m., and the back shift

shall begin at 7:00 p.m. and end at 7:00 a.m.

13. The Company may terminate this supplemental agreement with ninety (90) days notice.

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FOR THE UNION FOR THE COMPANY /s/_____________________________ /s/____________________________ Jack Cipriani Gary Rutledge Director, Brewery and Vice President, Soft Drink Workers Conference General Counsel & Secretary /s/______________________________ /s/_____________________________ David W. Laughton Patrick Knipper Secretary-Treasurer, Brewery and Vice-President, Labor Relations Soft Drink Workers Conference /s/______________________________ /s/_____________________________ Melvin Lonadier Staci Atchison Secretary-Treasurer Manager, Human Resources Teamsters Local Union 919 /s/______________________________ Richard Wohlfarth General Manager

Renewed for the term of the 2014 agreement.

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January 30, 1985 Mr. Steven E. Green Secretary-Treasurer/Business Representative Brewery & Soft Drink Workers’ Local 919 3100 Katy Freeway Houston, Texas 77007 Dear Mr. Green: This letter will confirm our agreement during the 1985 negotiations that the Company will continue to check off from employees who properly authorize it, a weekly payroll deduction for submission to the Houston Teamsters Federal Credit Union. Very truly yours, Ronald W. Ginder Manager, Human Resources Accepted for the Union: Accepted for the Company: /s/ Steven E. Green /s/ Ronald W. Ginder /s/ Charles Klare /s/ Lee J. Waltemade Renewed for the term of the 2014 agreement.

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MEMORANDUM OF UNDERSTANDING A-BI

QUALITY ASSURANCE DEPARTMENTS The parties agree that employees in the Quality Assurance Departments must be capable of performing the tasks associated with quality assurance and must possess analytical capabilities necessary to assure the integrity of current and future processes related to the production of quality products. It is the goal of this provision that after education, training, and the lab experience, employees assigned to the Quality Assurance Department will be qualified and capable to perform assigned work that may arise in the department. Terms and intent of this agreement will govern to the extent they are inconsistent with the terms of any plant agreement. The parties agree that the following are among those elements necessary to meeting QA objectives: the formal education of QA employees, the assignment of tasks without regard to whether employees are Analysts or Technicians, the Company’s right to select candidates for work in the Quality Assurance Department based on their skills, qualifications, experience, and overall record. The parties agree that the following steps shall be taken to ensure that qualified employees will staff the Quality Assurance Department of the Brewery:

Assignment of lab work shall not be based on whether the employee is a Technician or an Analyst, but rather on the Company’s assessment of the employee’s ability to perform the assigned task.

Current QA Technicians who do not demonstrate the requisite education, knowledge, and skills that satisfy the Analyst criteria, are encouraged to take those steps necessary to meet these criteria and to become Analysts.

Once a Technician has satisfactorily completed his/her first QA “Core” or prerequisite course, he or she shall receive the Analyst’s wage rate.

Current QA Technicians interested in attending college level course(s) and applicable prerequisites designated and approved by the Company, for the purpose of becoming a QA Analyst, shall advise the Company in writing of their interest. Scheduling and reimbursement of such coursework will be in accordance to the procedures as outlined in the company Education Program, with the exception of, on a non-precedent setting basis, the Company will provide 100% reimbursement for tuition, textbooks and fees associated with courses and any required prerequisites designated and approved by the Company. Once a Technician has satisfactorily completed his/her first QA “Core” or prerequisite course, he or she shall receive the Analyst’s wage rate. The Company shall make reasonable efforts to avoid scheduling the employee for overtime that would conflict with the employee’s course work schedule.

Technicians in the Quality Assurance Department as of 3/1/98 who become Analysts will be dovetailed into the Analyst seniority list for purposes of layoff and recall.

Employees currently unable to satisfy the Analyst’s criteria will not be displaced to other departments. However, should the Company determine a need to reduce the number of employees within the Quality Assurance Department, employees would be displaced in the following order, based on the Brewery’s Plant Agreement:

1) Analysts hired after 3/1/98

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2) Technicians 3) Analysts

In the case of a reduction in the Quality Assurance Department, the Company shall make available the benefits of the Job Security Articles (Articles 44 and 45) in the event a QA employee has been permanently laid off from the Quality Assurance Department and there is no available production position. In such a case, the Job Security Provisions will be applied first to the Quality Assurance Department and then, if necessary, to the other production departments. In the event the displacement of a QA employee to production results in the permanent layoff of a junior production employee, the Job Security Provisions shall be made available in the production department.

Should the Company determine that future openings in the Quality Assurance Department may be necessary, the Company will consider candidates from any source. Brewery employees who wish to be considered for a future opening in the Quality Assurance Department will notify the Company and submit to a pre-selection process which will include, but not be limited to, an interview and review of the employees’ work record. Those brewery employees who successfully complete the pre-selection process are eligible to receive educational cost reimbursement under the same conditions outlined above for current Quality Assurance Department employees. Participation in the pre-selection process, participation in educational courses or receipt of reimbursement shall not constitute a guarantee of a position in the Quality Assurance Department should a future opening occur.

We are committed to fulfilling the objectives of improving the skills of Quality Assurance Department employees in a fair and effective manner.

FOR THE UNION FOR THE COMPANY /s/______________________________ /s/_____________________________ David W. Laughton Mark Bobak Secretary-Treasurer, Brewery and Group Vice President Soft Drink Workers Conference & Chief Legal Officer /s/_______________________________ /s/_____________________________ Greg Rountree Gary Rutledge

Secretary-Treasurer Vice President, Labor Relations Teamsters Local Union 919

/s/_____________________________ Melissa Reuscher Manager, Human Resources

/s/______________________________ Steve Ghiglieri Plant Manager Renewed for the term of the 2014 Agreement.

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HOUSTON BREWERY MEMORANDUM OF UNDERSTANDING QUALITY ASSURANCE DEPARTMENT

The purpose of this Memorandum of Understanding is to set forth how the Memorandum of Understanding on Quality Assurance Departments shall be implemented at the Houston Brewery. The master agreement regarding the Quality Assurance Departments of all A-BI Breweries and this Memoranda supersede all prior Practices, agreements, contractual provisions and/or understandings which are inconsistent with these Memoranda.

TRANSFERS AND DISPLACEMENTS

Transfers resulting from layoff or displacement will progress as follows:

1. Analysts hired after 3/1/98 2. Technicians 3. Analysts

Prior to a reduction in QA employees, the Department will first allow employees to volunteer to transfer in accordance with the language of Article 24 to a production department and retain their plant-wide seniority if management determines openings exist. In the event there are not enough volunteers for transfer to a production department, employees in the Department with the lowest seniority shall be displaced in the above order and retain their plant-wide seniority. (CLARIFICATION: Throughout our negotiations on the displacement of QA technicians the Company agrees that technicians would be displaced to a production department in order of least seniority. If displaced, they would not be eligible to return permanently to the department unless they satisfy the analyst’s requirements.) Once displaced, QA employees will not be eligible to return permanently to the Department unless the Department declares a permanent vacancy, they satisfy the Analysts’ requirements, and are considered to be qualified. Displaced QA employees may be subject to temporary reassignment in the QA Department as work requirements dictate. A displaced Technician will be eligible to receive the full reimbursement for tuition, textbooks and fees provided he or she has satisfactorily completed any of the academic requirements to become an Analyst prior to displacement, and he or she continues to work towards satisfying all of the Company designated requirements to become an Analyst. QA employees who displaced or transferred will earn the appropriate rate of the classification to which they are transferred. Article 24 will govern employees who voluntarily transfer out of Quality Assurance. The timing of transfers will be at the discretion of the Company in order to avoid interference with the efficiency of the Company’s operations. Production employees who meet the Company’s criteria for the Analyst positions may request transfer into the Department in accordance with the language of Article 24. Successful candidates will serve a probationary period consistent with Article 24 and will qualify for the Analyst rate of pay at the completion of the probationary period. Technicians and production employees who desire to be moved to Analyst positions will be required to submit transcripts to document successful completion of the Company required courses.

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VACATION, SHIFTS, NEW HIRES

Seniority position on the Department list shall be based on an employee’s Department seniority. Current Analysts will remain on the Analyst seniority list. The Company may hire Analysts from any source. A newly hired Analyst will be considered to be a probationary employee for a time in accordance with the Plant Agreement and during this period may be terminated without Union review. Upon completion of the probationary period, the newly hired Analyst will be assigned to the Analysts’ seniority list. Wages will be paid at the Analyst rate in accordance with Article 9. Newly hired Analysts will be provided the opportunity to become familiar with the Brewing and Beer Packaging and Shipping operations by training and working on jobs within these departments. Two separate seniority lists will be maintained for the term of this Agreement, one for Analysts (current, newly hired and transferees) and one for all other QA employees. The separated seniority lists will be used for the purposes of shift assignments and vacation selection. OVERTIME Analysts may declare their availability for overtime in the production departments in accordance with existing language, but such work shall be without the $.25 Analyst premium. Overtime may be assigned to trained employees according to the procedures set out in Article 10. The overtime lists are merged effective January 1, 2004 on the basis of Department seniority.

FOR THE UNION FOR THE COMPANY /s/______________________________ /s/____________________________ David W. Laughton Mark Bobak Secretary-Treasurer, Brewery and Group Vice President Soft Drink Workers Conference & Chief Legal Officer /s/______________________________ /s/_____________________________ Greg Rountree Gary Rutledge

Secretary-Treasurer Vice President, Labor Relations Teamsters Local Union 919

/s/_____________________________ Melissa Reuscher Manager, Human Resources

/s/_____________________________ Steve Ghiglieri Plant Manager Renewed for the term of the 2014 Agreement.

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LETTER OF UNDERSTANDING SUPPLEMENTAL WORKERS’ COMPENSATION

The parties have agreed to retain the following provisions with respect to Supplemental Workers’ Compensation:

It is hereby agreed that when employees out of work because of an industrial injury receive Workers’ Compensation for a period of less than seven (7) days the Company agrees to pay, in accordance with Article 14, Section 2 of the existing Labor Agreement, one-seventh (1/7) of the weekly difference payable, for each such day paid.

For the Union: For the Company: /s/Charles Klare /s/Lee J. Waltemade /s/Steven E. Green /s/Ronald W. Ginder Renewed for the term of the 2014 agreement.

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Anheuser-Busch, LLC, Houston and Teamsters Local Union 919

Memorandum of Understanding Plant Maintenance Employees

The following Memorandum of Understanding (MOU) is an agreement reached between Teamsters Local 919 (Machinists/Pipefitters and Painters/Carpenters classifications) and Anheuser-Busch, LLC Houston, Texas. This Agreement is deemed to satisfy all the requirements of both Article 35 and the Letter of Intent and Clarification of Article 35 in the Plant Agreement in their entirety. During the existence of this Agreement: 1) Regular hourly employees in the Maintenance Department on the effective date of the collective bargaining agreement will not be subject to layoff while this Memorandum of Understanding is in effect. The Company agrees not to subcontract maintenance work when any regular Maintenance employees are on layoff, unless mutually agreed to by the Parties. Nothing in this MOU shall prohibit the Company from reducing staffing due to death, retirement, resignation, or discharge. 2) The Company will not subcontract Maintenance work unless all regular machinists/pipefitters and painters/carpenters bargaining unit employees have been offered full utilization on weekends and holidays, eight (8) hours per day seven (7) days per week, with the exception of the Christmas holidays. 3) The Company may utilize, at its discretion, either subcontractors or Maintenance Bargaining Unit employees to perform any maintenance work. The Company will advise the Union of work that is subcontracted under this Memorandum of Understanding. Notification or the failure to notify shall not permit the Union to claim work or jurisdiction, or to put subcontractable work in status quo. There shall be no penalty for non-notification. 4) The intent of this Memorandum of Understanding is: a) Not to subcontract routine repair work of production equipment presently and normally done by the bargaining unit on a day-to-day basis, and b) To allow bargaining unit employees to perform some "new" work that is subcontractable under the provisions of Article 35 and the Letter of Intent and Clarification of Article 35, on a non-precedent-setting basis. 5) The Company will have no obligation to request referrals for projects or maintenance work of short duration. Current referrals will be afforded an opportunity to qualify as weekenders, and will receive consideration for hire as a regular employee equal to that of any other applicant. The Company may assign pasteurizer overhauls to weekenders and production employees, provided the full number of weekenders and/or referrals which the Company states is necessary to perform the overhaul indicate their availability. It is understood that overhaul work will not proceed with weekenders and/or referrals unless the full number of weekenders and/or referrals requested by the Company report for work on the date the overhaul is scheduled to begin. 6) This Memorandum of Understanding will be effective upon the date of signing and will be in place for the life of the Plant Agreement; provided, the Company may suspend this Memorandum of Understanding upon thirty (30) days written notice to the Union in the event of a reduction in volume below current levels or economic or other circumstances not now foreseen. (CLARIFICATION: The Union expressed its concern that the Company would use its right to temporarily suspend the “Memorandum of Understanding on Subcontracting” indiscriminately in order to avoid its commitment to avoid layoffs and offer full

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utilization on weekends and holidays. In explaining the protection the Company seeks in preserving its right to suspend this “Memorandum of Understanding”, it is difficult, if not impossible to set forth each circumstance under which the Company would exercise its right to suspend the “Memorandum of Understanding”, due to the number of variables that would have to be considered in making such a decision (e.g., volume reductions of a substantial and prolonged nature). However, in the event that such circumstance should arise which the Company decides warrants the suspension of the “Memorandum of Understanding”, the Company will meet with the Union, upon request, to discuss the reasons for the suspension of the MOU. The Company believes the memorandum is beneficial to both parties and will be administered in a fair business-like fashion with the best interest of the Anheuser-Busch Houston Brewery and its employees as the determining factor). a) If the Company cancels this MOU, the parties shall be governed by Article 35 and the Letter of Intent and Clarification , subject to the Subcontracting Exception List attached hereto as Exhibit A. b) The suspension of the MOU shall continue for the period of such volume reduction or other unforeseen circumstances, after which time the MOU shall resume. 7) If this Memorandum of Understanding is suspended all work in progress and all assignments previously made will be completed as assigned, will not be held in status quo, and will not set a precedent or be referenced in any grievance or grievance proceeding. 8) During and after the existence of this Memorandum of Understanding, neither the Company nor the Union will use this Agreement, or the procedures or activities undertaken as part of this MOU, as a precedent-setting tool for any of the Company's other Plants, including Houston, or any of their respective Local Unions, including Local 919.

FOR THE UNION FOR THE COMPANY /s/_____________________________ /s/____________________________ Jack Cipriani Gary Rutledge Director, Brewery and Vice President, Soft Drink Workers Conference General Counsel & Secretary /s/______________________________ /s/_____________________________ David W. Laughton Patrick Knipper Secretary-Treasurer, Brewery and Vice-President, Labor Relations Soft Drink Workers Conference /s/______________________________ /s/_____________________________ Melvin Lonadier Staci Atchison Secretary-Treasurer Manager, Human Resources Teamsters Local Union 919 /s/______________________________ Richard Wohlfarth General Manager

Renewed for the term of the 2014Agreement.

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MEMORANDUM OF UNDERSTANDING PAINTERS/CARPENTERS

The parties agree to a Memorandum of Understanding that sets out in writing the parties’ 1994 agreement that the Company can subcontract any painting/carpentry work without notification to the Union and without restriction subject to the terms set out below. The MOU will control the subcontracting of painters/carpenters work and supersede any prior agreement or understanding, including but not limited to, Article 35.

1) Regular hourly employees in the painters/carpenters classification on the effective date of the collective bargaining agreement will not be subject to layoff while this Memorandum of Understanding is in effect. Nothing in this MOU shall prohibit the Company from reducing staffing due to attrition (e.g., death, retirement, resignation, or discharge) or require that painters/carpenters be hired into the classification; 2) The Company will not subcontract painters/carpenters work unless all regular painters/carpenters employees have been offered full utilization on weekends and holidays, eight (8) hours per day, seven (7) days per week, with the exception of the Christmas holidays.

FOR THE UNION FOR THE COMPANY /s/_____________________________ /s/____________________________ Jack Cipriani Gary Rutledge Director, Brewery and Vice President, Soft Drink Workers Conference General Counsel & Secretary /s/______________________________ /s/_____________________________ David W. Laughton Patrick Knipper Secretary-Treasurer, Brewery and Vice-President, Labor Relations Soft Drink Workers Conference /s/______________________________ /s/_____________________________ Melvin Lonadier Staci Atchison Secretary-Treasurer Manager, Human Resources Teamsters Local Union 919 /s/______________________________ Richard Wohlfarth General Manager

Renewed for the term of the 2014 agreement.

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HOUSTON EXCEPTION LIST EXHIBIT A

ARTICLE 35 – SUBCONTRACTING

WORK PERFORMED BY OUTSIDE SERVICES NOT REQUIRING UNION NOTIFICATION

ASME pressure tested vessels Balancing Rotating Equipment Boiler Cleaning (except Mud Drum) Carbon and water filters: Replacement of Carbon (excludes C02 deodorizers) Ceramic Valve Arm Refacing Cleaning Fuel Oil Tanks Concrete Work (excluding minor repairs) Concrete Core Drilling/Saw Cutting Cooling Tower – Structural Repairs Corporate-approved capital projects in excess of $250,000 Critical measurement equipment and instrumentation equipment, tools, and gauges used as standards as serviced by instrumentation technicians – calibration, maintenance, and repair. Descaling of boilers Diesel Equipment Elevator and Escalator Maintenance (excluding elevator painting) Factory rebuilding/overhaul of: Mechanical Seal and Reconditioning Mill Rolls Reconditioning Rotary Valves Machine Tools and their Components Fire and Water Lines – Includes Hydrants and Sprinklers Fire Extinguishers – Filling & Testing (except hanger replacement or relocation) Fire Systems – Major repairs, alarms and controls Floor work (acid brick and troweled epoxies) Food service equipment – Refrigerators, Microwaves, Ovens Glazing – Installation, Repair, and Replacement Insulation – Repairs, Replacement, and Installation Landscape Work Lighting – Installation, Repair, and Replacement Loading Dock Equipment Masonry Work – Includes acid brick, and concrete work including core drilling Metalizing and Babbitting Neon Sign and Advertising Equipment Maintenance Office Machines Outside Cyclone Fence Repairs Railroad and Railroad Equipment Maintenance (tracks, ties, switches, etc.) Refractory – Installation, Replacement, and Repair Roadwork – Paving and Resurface Repairs (including Powerized Sweeping) Roof – Repairs, Maintenance, and Replacement Rubber Rolls – Vulcanizing and Recoating Service Calls – Warranty work only Sewers – Cleaning, Repairing, and Replacement Snow Removal

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Tanks and Vessels – Major Repairs and Modifications Telephone, Radios, Walkie-Talkies, Paging Systems and Related Communications Equipment Truck Scales – Installation, Calibration, and Repair Underground Utility Repair – Electric, Water, Gas and Sewer Vibration Analysis Renewed for the term of the 2014 agreement.

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MEMORANDUM OF UNDERSTANDING SCHEDULING OF MAINTENANCE EMPLOYEES

The Company will schedule weekend employees to relieve regular maintenance employees who are drafted and/or to meet operational needs. After all regular maintenance employees have had an opportunity to volunteer, the Company may schedule maintenance weekenders. After all available weekenders have been scheduled, the Company may schedule volunteers to work in excess of an eight-hour shift. There is no limit on the number of weekenders the Company may employ. Maintenance weekenders may be scheduled up to a number, which when combined with the number of regular maintenance employees who volunteered, does not exceed the maximum number of regular maintenance employees scheduled during that week. The following items also apply to the scheduling of maintenance employees for weekend and/or holiday overtime:

1. Employees subject to the draft may be released from the draft only if there are volunteers available to cover the drafted employee’s shift.

2. Employees who are scheduled to work fours before or four hours after the regular shift will

be entitled to a thirty-minute meal period, but not a fifteen-minute break as outlined in Article 13, Section 2.

3. This Memorandum does not change the definition of “full utilization” in Paragraph 2 of the

Memorandum of Understanding on Subcontracting.

4. The Union agrees that any claim of overtime by-pass under the terms of this MOU will be invalid unless the claim is raised prior to the opportunity to work.

FOR THE UNION FOR THE COMPANY /s/______________________________ /s/___________________________ David W. Laughton Mark Bobak Secretary-Treasurer, Brewery and Group Vice-President Soft Drink Workers Conference & Chief Legal Officer /s/______________________________ /s/__________________________ Greg Rountree Gary Rutledge

Secretary-Treasurer Vice President, Labor Relations Teamsters Local Union 919

/s/__________________________ Melissa Reuscher Manager, Human Resources

/s/__________________________ Steve Ghiglieri Plant Manager Renewed for the term of the 2014 Agreement.

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LETTER OF UNDERSTANDING TOOLS

The parties agree to retain its current Article 44, Tools, in lieu of adapting Section 5 from the nationally negotiated Article on Safety.

FOR THE UNION FOR THE COMPANY ______________________________ _____________________________ /s/David W. Laughton /s/Mark Bobak Secretary-Treasurer, Brewery and Vice-President Soft Drink Workers Conference Corporate Human Resources ______________________________ _____________________________ /s/Greg Rountree /s/Gary Rutledge

Secretary-Treasurer Vice President, Labor Relations Teamsters Local Union 919

_____________________________ /s/Melissa Reuscher Manager, Human Resources

_____________________________ /s/Steve Ghiglieri Plant Manager Renewed for the term of the 2014 Agreement.

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LETTER OF UNDERSTANDING The parties agree that in the event there is a change in the daily starting time of an employee in the Beer Packaging and Shipping Department after the schedule is posted, then the employee’s steward will be notified and given a copy of the complete schedule, as revised. FOR THE UNION: FOR THE COMPANY: /s/Steven E. Green /s/Ronald W. Ginder /s/Charles Klare /s/Lee J. Waltemade Renewed for the term of the 2014 agreement.

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LETTER OF UNDERSTANDING Subject to regulations which may be revised by the Company, employees will be permitted to obtain non-metal salvage items of no value to the Company. FOR THE UNION: FOR THE COMPANY: /s/Steven E. Green /s/Ronald W. Ginder /s/Charles Klare /s/Lee J. Waltemade Renewed for the term of the 2014 agreement.

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MEMORANDUM OF UNDERSTANDING Retired hourly employees will be permitted to work as weekend relief employees, subject to legal guidelines. The Company will retain all rights with regard to selection of such employees. If rehired, such employees will have the opportunity to declare availability for weekend and holiday overtime. They will be given consideration for the available overtime prior to other employees in the weekend/production relief categories.

FOR THE UNION FOR THE COMPANY ______________________________ _____________________________ /s/David W. Laughton /s/Mark Bobak Secretary-Treasurer, Brewery and Vice-President Soft Drink Workers Conference Corporate Human Resources ______________________________ _____________________________ /s/Greg Rountree /s/Gary Rutledge

Secretary-Treasurer Vice President, Labor Relations Teamsters Local Union 919

_____________________________ /s/Melissa Reuscher Manager, Human Resources

_____________________________ /s/Steve Ghiglieri Plant Manager Renewed for the term of the 2014 Agreement.

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Anheuser-Busch, LLC, Houston and Teamsters Local Union 919 Inter-Departmental Overtime

• The Current practice of soliciting regular employees to determine their availability for

weekend/holiday overtime assignments outside of their normal department will be continued. Solicitation will be timed to provide a new list at the beginning of each contract year. Employees who volunteer for such overtime must remain on the list until the beginning of the next contract year.

• Employees who achieve regular status at some point during the contract year will be given an

opportunity to indicate their availability for weekend/holiday overtime outside of their normal department. Such employees will be required to signify their availability for such overtime on a form supplied by the Company.

FOR THE UNION FOR THE COMPANY ______________________________ _____________________________ /s/David W. Laughton /s/Mark Bobak Secretary-Treasurer, Brewery and Vice-President Soft Drink Workers Conference Corporate Human Resources ______________________________ _____________________________ /s/Greg Rountree /s/Gary Rutledge

Secretary-Treasurer Vice President, Labor Relations Teamsters Local Union 919

_____________________________ /s/Melissa Reuscher Manager, Human Resources

_____________________________ /s/Steve Ghiglieri Plant Manager Renewed for the term of the 2014 Agreement.

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MEMORANDUM OF UNDERSTANDING VACATION ELIGIBILITY

The parties have agreed to adopt the following guidelines for those employees hired after January 1, 1983 who attains seniority consistent with the provisions of Article 3, Section 1 of the current Labor Agreement. Employees hired between January 1 and December 31 will assume a January 1 eligibility date in the calendar year in which they were hired. Such employees’ first week of vacation will be prorated using the following formula:

Number of weeks between date of hire and January 1 1 Week x 52

In cases where the prorated vacation is 3 days or more, the employee shall have the option of scheduling himself off for a full week, or of accepting pay in lieu of time off. If the prorated vacation is less than 3 days, the employee shall receive pay in lieu of time off. Such pay for each day shall be 1/260 of the earnings for the previous calendar year or 8 hours at the employee’s regular rate of pay, whichever is greater. During the following vacation scheduling period, all employees will be eligible to receive two weeks of vacation subject to the provisions of Article 11. For those employees hired after January 1, 1983, entitlement to a prorated vacation allowance upon termination of service will be calculated based upon each employee’s respective date of hire in the bargaining unit. In order to be entitled to vacation pay upon termination, an employee must be entitled to vacation under Article 11, and proration of vacation entitlement will be based upon the progression expressed in Article 11.

FOR THE UNION FOR THE COMPANY ______________________________ _____________________________ /s/David W. Laughton /s/Mark Bobak Secretary-Treasurer, Brewery and Vice-President Soft Drink Workers Conference Corporate Human Resources ______________________________ _____________________________ /s/Greg Rountree /s/Gary Rutledge

Secretary-Treasurer Vice President, Labor Relations Teamsters Local Union 919

_____________________________ /s/Melissa Reuscher Manager, Human Resources

_____________________________ /s/Steve Ghiglieri Plant Manager Renewed for the term of the 2014 Agreement.

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MEMORANDUM OF UNDERSTANDING TRAINING – SHIFT PREFERENCE

The Union has proposed that the Company provide additional training for employees. To enable the Company to provide employees training and to schedule meetings in the most practicable manner, such activities can be scheduled by the Company without regard to shift preference or overtime scheduling provisions of this Agreement. In addition, when an employee is training on a shift other than his/her home shift (“training shift”), and that training lasts less than a full week, the Company has the discretion to assign that employee to work on that training shift for the remainder of the week. Anytime the Company does not follow shift preference or overtime provisions, it will give advance notice to the Union. It is the intent of the Company to comply with shift preference and overtime procedures except as appropriate for training and meeting attendance. If the Union believes the Company is abusing the process, it may take action through the grievance procedure.

FOR THE UNION FOR THE COMPANY /s/______________________________ /s/_____________________________ David W. Laughton Mark Bobak Secretary-Treasurer, Brewery and Group Vice-President Soft Drink Workers Conference & Chief Legal Officer /s/______________________________ /s/_____________________________ Greg Rountree Gary Rutledge

Secretary-Treasurer Vice President, Labor Relations Teamsters Local Union 919

/s/_____________________________ Melissa Reuscher Manager, Human Resources

/s/_____________________________ Steve Ghiglieri Plant Manager Renewed for the term of the 2014 agreement.

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MEMORANDUM OF UNDERSTANDING APPRENTICES/SEASONALS/WEEKENDERS

APPRENTICES AND NEW HIRES

All newly hired employees (except employees hired into Maintenance, Utilities, and as Quality Assurance Analysts) shall be hired as Apprentices. It is the intention of the Company to provide training and exposure to work in one or more departments other than the department to which it is expected the employee will be or has been assigned. (CLARIFICATION: Apprentices will not be trained unless all regulars in the classification in which the training is occurring have been offered a work opportunity for the period of such training.) This training and exposure to work will occur during the first twenty-four (24) months of employment. Employees hired as apprentices will be assigned to a 12 to 13 week training period (which will not necessarily be continuous) on any shift; thereafter, remaining training will be accomplished on the offshifts. This time is to be spent receiving specific training and working on jobs in the department to which they are assigned at the time of the training. During the first twenty-four (24) months of employment, the following shall apply: 1. Seniority of Apprentices will be on a plant-wide basis or a unit-wide basis in the case of St. Louis and Newark. In Los Angeles, seniority shall be in the employee’s home department (e.g., Brewing or BP&S). In case of apprentices hired on the same day, seniority shall be determined by lot. Apprentices shall be worked in order of seniority in their classification and overtime work opportunities shall be offered accordingly. Once an Apprentice attains Regular status, his date of hire within the Apprentice classification shall be used to determine his seniority as a Regular. In no event will such employee move ahead of a regular on the seniority list at the time the apprentice makes regular. Apprentices will be required to successfully meet the requirements of the program as established by the Company. 2. Overtime - Apprentices may be offered overtime opportunities during the regular week, on weekends and on holidays only after all Regular employees have been offered overtime opportunities. They will be offered overtime opportunities ahead of any Weekender or Seasonal employee. When it becomes necessary to require employees to work overtime, Seasonals and Weekenders will be required to work the overtime assignment ahead of Apprentices. Apprentices will be required to work any overtime assignment ahead of any Regular employee. Overtime shall be scheduled or required in accordance with the terms of applicable collective bargaining agreement at each location. 3. Wages - Employees who are initially hired as apprentices shall be paid in accordance with the following progression: First six (6) months of employment - Seventy (70%) percent of the contractual production rate of pay; Second six (6) months of employment - Seventy-five (75%) percent of the contractual production rate of pay; Second year of employment - Eighty-five (85%) percent of the contractual production rate of pay. Third year of employment - The appropriate contract wage rate. Apprentices shall receive full shift differential.

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Upon successful completion of the Apprentice program, but no sooner than twenty-four (24) months, Apprentices will become Regular employees and will be paid at the appropriate contract wage rate. (CLARIFICATION: The only exception to this would be in the extraordinary situation where an apprentice is absent from work for an extended period (three months or longer or for a period which prevents the Company from completing the employee’s apprentice training) during his/her first two years of employment, which may mean that the apprenticeship would be extended by the length of the absence.) 4. Apprentices will accumulate sick days upon date of hire at a rate of one (1) sick day for every two (2) full months worked during their first months of employment. The Company will pay out these pro-rated sick days for the remainder of the calendar year within the first thirty (30) days of employment. On January 1 of the year following date of hire, Apprentices will be granted six (6) paid sick days, and the Company will pre-pay the six (6) days early in the year as designated by the Company. No more than six (6) paid sick days can be accumulated or paid in any calendar year to any apprentice. Apprentices who resign, retire or terminate prior to earning the six (6) sick days may have any unearned days deducted from their final payout, consistent with procedures in place at each brewery. 5. Pension contributions shall be made in accordance with the applicable Plan Trust Agreements. 6. Health and Welfare coverage shall be the same as for a Regular employee. 7. ANHEUSER-BUSCH Deferred Income Stock Purchase and Savings Plan. Apprentices will become eligible to participate in the plan in accordance with the provisions for eligibility as set forth in the plan. 8. Holidays - Apprentices will be eligible for holidays in accordance with the terms of the plant collective bargaining agreement. 9. To the degree possible, during the first twenty-four (24) months of employment, employees hired as apprentices will be assigned to the same shift for the entire week. Exceptions will be made in order to accommodate local requirements and to avoid layoffs of apprentices. 10. No apprentice will be employed during the regular work week, (Monday through Friday) during any week in which regular employees are on layoff (Fairfield, Fort Collins, Cartersville, where the current practice shall be maintained.) Apprentices will not be employed during the regular work week (Monday through Friday) during any week in which regular employees on layoff have not been offered five (5) days work opportunity, except that, if circumstances occur on a non-repetitive basis which are of an emergency nature, i.e., the situation could not be foreseen and immediate action must be taken to prevent product loss or limitation of production, and in the case of absenteeism (on a one-to-one basis), then the restriction concerning the employment of apprentices set forth previously shall not be applicable. (Columbus, Houston, Merrimack, Jacksonville, Williamsburg, Baldwinsville). Should a Regular employee on layoff be unavailable or decline recall, the Company may use a production Apprentice for the assignment. The Company agrees to maintain the local practices regarding the re-call of furloughed employees. Notwithstanding any language in the labor agreement, the Company may train Regular employees, Apprentices, and Seasonals (including training during the week), including on-the-job training, provided all more senior regular employees in the classification in which such training is occurring have been offered a work opportunity for the period of such training. Daily work guarantees that apply to Regulars shall also apply to Apprentices. 11. If the weekender enters the Apprentice program, he shall be covered by the language of the Apprentice program. If the weekender fails to complete the probationary period in the Apprentice

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program, he shall be allowed to return to his original position in the weekender classification, except in the case where his failure to complete the probationary period is for cause. Weekenders shall indicate their desire to transfer into the Apprenticeship program on an annual basis, notice of which must be given to the Company no later than October 1 of each year.

WEEKEND RELIEF EMPLOYEES

The Company’s primary commitment is to its full-time employees. In order to meet its production needs after work opportunities have been offered to its full-time employees in accordance with the term of this agreement, the Company may employ weekend (including holiday) relief employees. Weekend relief employees will not be working toward seniority status and will not necessarily be used in date of hire order. Weekend relief employees will be assigned only after all available regular employees and apprentices, have had an opportunity to be scheduled for all available assignments. Weekenders may be scheduled for regulatory and/or compliance training without regard to whether regulars and apprentices have been offered a work opportunity while the training is taking place. The Company shall not schedule such training during the week when regular employees are on layoff that is involuntary and unpaid. For all other types of weekender training, weekenders will be scheduled for training provided all regulars and apprentices in the classification in which such training is occurring have been offered a work opportunity while the training is taking place. Weekenders will be used on weekends or holidays to minimize the number of regular employees or apprentices, who would be subject to the draft, provided that the Company has adequate qualified employees available for weekend or holiday(s) coverage. (CLARIFICATION: The Company will offer overtime to qualified regular employees and apprentices prior to utilizing weekenders.) In addition, the Company can utilize Weekenders on days surrounding and during the Christmas and New Years holiday(s), and on the day before and the day after the Fourth of July holiday(s), and on the day before and the day after the Thanksgiving holiday(s). Each weekend relief employee will be required to call in each Wednesday before 10:00 AM to indicate their availability for weekend or holiday work. In the case of a holiday(s) adjacent to a weekend the required call-in shall be the next regular work day prior to the holiday(s). Unavailability or absence from a scheduled weekend assignment may result in separation from the roster of weekend relief employees.

Weekend employees hired on or after 3/1/94 will not receive premium pay for Saturdays, Sundays or holidays. There will be no change in the rate of pay for current weekend and holiday relief employees hired prior to March 1, 1994. The Company may consider Anheuser-Busch retirees for weekend maintenance positions. If the Company hires a retiree to perform weekend work in maintenance, the retiree will be paid the premium pay for Saturdays, Sundays and holiday work.

All other weekend employees will not receive premium pay for Saturdays, Sundays or holidays unless the Company concludes that such premium pay is a necessary incentive to attract and retain qualified weekend and holiday relief employees. (CLARIFICATION: In the event the Company concludes that it needs to pay premium pay to attract and retain qualified weekenders, all weekenders within a classification (e.g. all maintenance weekenders in that brewery) will be paid the same rate for the same duration.) Payment of a premium pay incentive, its duration, and the classification (e.g., maintenance) of weekend and holiday relief employees who will receive a premium pay incentive will be determined annually by the Company. Weekend relief employees shall not be eligible for any employee

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benefit provided by the collective bargaining agreement, including, but not limited to vacations, holidays, sick pay, pensions, 401(k) (unless they qualify under the terms of the Plan), and medical. To the extent Health and Welfare contributions for these weekend relief employees are required by the terms of the Southwest Administrators plan or trust agreement or by the terms of the Los Angeles or Fairfield Collective Bargaining Agreements, and to the extent pension contributions are required by the terms of the Central States, New England Trucking or Western Conference plan or trust agreements, such contributions will be made by the employer.

SEASONAL EMPLOYEES

The purpose of the seasonal employee program is to provide temporary employment to meet the Company’s employment needs during the peak production period when many of the Company’s regular and apprentice employees elect to be on vacation. (CLARIFICATION: The Company will notify the Union’s representatives of its plans with respect to the hiring of seasonals in advance of beginning that hiring process each year.) While the seasonal program is not intended to be a step toward regular employment, seasonal employees may apply for apprentice or regular full-time positions, and the Company may hire seasonal employees as apprentices or regular full-time employees at any time. The Company may, as needed, employ seasonal workers who can work between the period of May 1st through September 30, but limited to a maximum of 1,000 hours of work per seasonal employee. (CLARIFICATION: Seasonals will not be employed unless all regulars and apprentices have been offered a work opportunity.) The Company may employ seasonal employees prior to May 1 for the purpose of training, including on-the-job training, but such time spent in training shall not count toward the maximum 1,000 hours of work per seasonal employee. (CLARIFICATION: The Company may be able to train, not work, seasonal employees prior to May 1, so they will be prepared to begin productive work on May 1. Seasonals, will not be trained unless all regulars and apprentices in the classification in which the training is occurring have been offered a work opportunity for the period of such training.) To the extent an individual plant has a need for seasonal employees to perform work prior to May 1st, it shall meet with the union as much in advance of any contemplated hiring as possible for the purpose of discussing these requirements. The parties will mutually agree that seasonals may perform work prior to May 1st of any year. The purpose of these seasonal employees is to supplement the production workforce during those periods when there are heavy seasonal requirements for additional workers. Seasonal employees will not be working towards seniority. Seasonal employees will not be used on the day shift when there are regulars who desire to work the day shift. Seasonal employees will not be used to perform work when any regular, temporary or production apprentice is on layoff. Seasonals will be paid according to the schedule outlined below and will receive shift differentials. They will receive the appropriate overtime rate of pay only after they have worked forty (40) hours (or appropriate straight time hours if the standard work week is not 40 hours) in a week. In any event, a seasonal will not be worked beyond eight (8) hours (or the appropriate straight time hours if the standard work is not eight (8) hours) a day unless all regulars and apprentices, have first been offered such work opportunity. The seasonal hourly wage rate shall be as follows: $15.00 Seasonal employees shall not be eligible for any employee benefit provided by the collective bargaining agreement, including but not limited to vacations, holidays, sick pay, pensions, 401(k) (unless they qualify under the terms of the Plan), and medical. To the extent health and welfare contributions for these seasonal relief employees are required by the terms of the Southwest Administrators plan or trust

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agreement or by the terms of the Los Angeles or Fairfield Collective Bargaining Agreements, and to the extent pension contributions are required by the terms of the Central States, New England Trucking or Western Conference plan or trust agreements, such contributions will be made by the employer. The Union will have the opportunity to refer applicants for the summer positions. All referrals will be screened and selected by the Company. (CLARIFICATION: With respect to the continued consideration of the sons and daughters of Anheuser-Busch employees for seasonal employment, the Company will continue to give full consideration to children of employees for these positions. Further, the Company has calculated that, in 1997, approximately 60 percent of seasonal employees were related to A-B employees. The Company will continue to consider this as a desirable goal, subject, of course, to the need to hire only qualified candidates and to the Company’s interest in maintaining a diverse workforce and one which continues to provide opportunities to qualified minority candidates in order to achieve or maintain a workforce which reflects the breweries’ communities.) Consideration for seasonal employment will be given to sons and daughters of Anheuser-Busch employees. Work opportunity will be based on a list which alternates Union and Company referrals.

FOR THE UNION FOR THE COMPANY /s/______________________________ /s/_____________________________ David W. Laughton Gary Rutledge Secretary-Treasurer, Brewery and Vice President, Soft Drink Workers Conference General Counsel & Secretary /s/______________________________ /s/_____________________________ Melvin Lonadier Patrick Knipper

Secretary-Treasurer Vice President, Labor Relations Teamsters Local Union 919

/s/_____________________________ Staci Atchison Manager, Human Resources

/s/_____________________________ Richard Wohlfarth General Manger Renewed for the term of the 2014 Agreement.

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Memorandum of Understanding Maintenance Technician Development Program

The Company will establish a Maintenance Technician Development Program (“MTDP”) for the purposes of recruiting, hiring, training and evaluating individuals to become Maintenance Technicians. Individuals applying for the MTDP must meet the entrance criteria for the MTDP as established by the Company. The Company shall develop all materials and determine training and standards for successful completion of the MTDP. Regular employees and Apprentices, who meet the entrance criteria as established by the Company in its sole discretion, may transfer into the MTDP should the Company, in its sole discretion, determine an opening is available, subject to the existence of reciprocal language and terms and conditions in the applicable craft contracts, if any. It is the intention of the Company to provide training, both formal classroom training and on-the-job training, to individuals participating in the MTDP, including training and exposure to work in one or more areas other than the area to which it is expected the employee will be or has been assigned. This training and exposure to work will occur during a continuous 24-month period following the employee’s hire date or transfer date into the MTDP. Employees in the MTDP may be assigned to any shift during the 24-month period. During the 24-month period in which an employee is in the MTDP, the following shall apply: 1. Seniority of employees transferred or hired into the MTDP will be on a departmental basis (for

purposes of shift preference, vacation selection, layoff and recall) in the following plants: Baldwinsville, Columbus, Fairfield, Fort Collins, Houston (classification basis; machinists only), Jacksonville, Merrimack and Williamsburg.

Seniority of employees transferred or hired into the MTDP will be on a unit-wide basis (for purposes of shift preference, vacation selection, layoff and recall) in the following plants: St. Louis, Los Angeles and Houston (electricians only).

In Newark, employees who are newly hired or who transfer into the MTDP will go to the bottom of either the unit or departmental seniority list (for purposes of shift preference, vacation selection, layoff and recall), whichever is applicable.

In the case of employees entering the MTDP on the same day, seniority shall be

determined by lot, except that if a new hire and transferring employee enter the MTDP on the same date, the transferring employee will have the greater seniority.

An employee’s starting date in the MTDP shall be his/her seniority date. The terms of this provision shall take precedence over any inconsistent or conflicting language regarding placement on a seniority roster or list.

2. Overtime – Employees in the MTDP may be offered overtime opportunities in the Maintenance Department, if they are qualified for the overtime work in the sole judgment of management, during the regular week, on weekends and on holidays only after all Regular Maintenance Technicians have been offered overtime opportunities and before weekenders are scheduled.

Regular employees in the MTDP who have transferred from another department may be offered out-of-department overtime opportunities (other than in St. Louis, Los Angeles, Newark (electricians only) and Houston (electricians only)) for which they are qualified in the sole

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judgment of management, only after all Regular employees in the respective department have been offered overtime opportunities. Such qualified employees in the MTDP will be offered such out-of-department overtime opportunities ahead of any Production Apprentice, Weekender or Seasonal employee.

Employees newly hired and Apprentices transferring into the MTDP may be offered

overtime opportunities (other than in St. Louis, Los Angeles, Newark (electricians only) and Houston (electricians only) in the Production Department, if they are qualified for the overtime work in the sole judgment of management, only after all Regular Production employees and Production Apprentices have been offered overtime opportunities. Such qualified employees will be offered overtime opportunities in Production ahead of any Weekender or Seasonal employee.

Where local plant agreements permit out-of-department overtime, the overtime assignment for a participant in the MTDP, whether in the Maintenance Department or outside the Maintenance Department, shall be in the sole discretion of management. The Union agrees it will only grieve overtime issues on behalf of a participant in the MTDP in the event of an alleged economic loss to such participant.

When it becomes necessary to require employees to work overtime, available Weekenders will be worked prior to requiring employees in the MTDP to work the overtime assignment. Employees in the MTDP, if qualified for the overtime work in the sole judgment of management, will be required to work any overtime assignment ahead of any Regular Maintenance Technician.

Overtime shall be scheduled or required in accordance with the terms of the applicable collective bargaining agreement at each location.

3. Wages – Employees who are hired directly into the MTDP and Apprentices who transfer into the

MTDP shall be paid in accordance with the following progression based on date of hire with the Company:

First six months of employment – 70% of the contractual maintenance rate of pay. Second six months of employment – 75% of the contractual maintenance rate of pay. Second year of employment – 85% of the contractual maintenance rate of pay. Third year of employment – The applicable contract wage rate. Regular employees who transfer into the MTDP from another department shall maintain their wage rate from their former position and, during the 24-month MTDP, these employees will receive the same contractual wage increases they would have received had they remained in their former position. Employees in the MTDP shall receive the full shift differential. Daily work guarantees that apply to Regular Maintenance Technicians shall also apply to employees in the MTDP. Upon successful completion of the MTDP, but no sooner than 24 months, employees participating in the MTDP will become Regular Maintenance Technicians, and will be paid at the appropriate contract wage rate. The only exception to this would be in the situation where an employee in the MTDP is absent from work for an extended period (for a period which prevents the employee

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from completing his/her training program) during the MTDP, which would allow the Company to extend the employee’s time in the MTDP by the length of the absence.

4. New hires in the MTDP will accumulate sick days upon date of hire at a rate of one (1) sick day for every two (2) full months worked during their first months of employment. The Company will pay out these prorated sick days for the remainder of the calendar year within the first thirty (30) days of employment. On January 1 of the year following date of hire, new hires in the MTDP will be granted six (6) paid sick days, and the Company will pre-pay for the six (6) days early in the year as designated by the Company. No more than six (6) paid sick days can be accumulated or paid in any calendar year to any new hire in the MTDP. New hires who resign, retire or terminate prior to earning the six (6) sick days may have any unearned days deducted from their final payout, consistent with procedures in place at each brewery. Transferees into the MTDP will receive the number of paid sick days for Regular employees or Apprentices, as applicable, in accordance with the applicable plant or craft collective bargaining agreement.

5. Pension contributions shall be made in accordance with the applicable Plan Trust Agreements. 6. Health and Welfare benefits will be the same as those provided in the labor contract applicable to

the bargaining unit in which the participant will work. 7. ANHEUSER-BUSCH Deferred Income Stock Purchase and Savings Plan. Employees in the

MTDP will become eligible to participate in the plan in accordance with the provisions for eligibility as set forth in the plan.

8. Vacations – Employees in the MTDP will pick vacations with the rest of the Maintenance

Department in accordance with the vacation selection procedures applicable to Maintenance employees at the particular location.

If employees who transfer into the MTDP from another department have already selected their vacation while in the prior department, those employees will be able to take the vacation weeks already selected. For any future vacation selections, including single day vacations not already scheduled, employees transferring into the MTDP will pick their vacations with the rest of the Maintenance Department in accordance with the vacation selection procedures applicable to Maintenance employees at the particular location. Employees in the MTDP may not select single day vacations on days in which they are scheduled for classroom training.

9. Holidays – Employees in the MTDP will be eligible for holidays in accordance with the terms of

the applicable plant or craft collective bargaining agreement. 10. Tool requirements for participants in the MTDP shall be the same as those for Regular

Maintenance Technicians. 11. The contractual provision in the local agreements requiring full utilization of maintenance

employees and layoff protection will not apply to participants in the MTDP. In other words, the Company is not required to offer full utilization to employees in the MTDP.

12. Newly hired employees into the MTDP shall serve a probationary period of six (6) months of

work during which they may be terminated without Union review. Apprentices who transfer into the MTDP before completing their six month probationary period must serve it consistent with the contract.

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MEMORANDUM OF AGREEMENT between Anheuser-Busch, LLC and the Brewery and Soft Drink Workers Conference on behalf of itself and Locals 6, 133, 367, 1187, 102, 153, 843, 896, 284, 947, 919, 633, 95, 1149, 267, and 1129 of the International Brotherhood of Teamsters. This agreement supersedes the agreement concerning employee consumption of beer dated November 26, 1985. Effective with the collective bargaining agreement dated 1994, the following progressive discipline shall apply to any employee involved in the unauthorized consumption of beer on plant premises before, during, or after the employee’s shift: First Offense – A one month suspension without pay. Second Offense – A second offense within a four-year period – A two-month suspension without pay. Third Offense – A third offense within a four-year period of having served a two-month suspension for unauthorized beer consumption shall require discharge. It is further understood and agreed that:

1. The levels of discipline provided above are firm. No arbitrator shall have the power to reduce the level of discipline unless the arbitrator finds that the employee is not guilty of consumption of beer on premise.

2. The above disciplinary program deals with only the unauthorized consumption of beer on plant

premises. The Company’s rules and disciplinary programs relating to other alcoholic beverages, drugs, intoxication, theft, and other matters shall in no way be prejudiced by this agreement.

3. Evidential Breath Testing -- if reasonable suspicion is substantiated that an employee has violated

the Company’s Alcohol Policy (requires employer to base suspicions on observable symptoms indicating intoxication -- e.g., appearance, behavior, speech, etc.), then the employee will be required to submit to an EBT alcohol breath test. Refusal to submit to testing including any failure to test as required by the Company, adulterating or attempting to adulterate a specimen sample, or tampering with or attempting to tamper with testing equipment would subject the employee to immediate dismissal. (CLARIFICATION: Alcohol testing will be conducted using an evidential breath testing device (EBT) approved by the National Highway Traffic Safety Administration for evidential testing of breath. Testing shall be performed by a breath alcohol technician proficient in the operation of an EBT. The certified Breath Alcohol Technician (B.A.T.) will be responsible for conducting the alcohol testing process, including confirming the proper calibration and operation of the evidential breath testing device.)

An employee testing positive for alcohol will be referred to the EAP for evaluation and treatment. (CLARIFICATION: A positive alcohol test will be a blood alcohol level at or above the legal limit for intoxication set by the state in which the brewery is located.) Failure to comply with the EAP treatment program and follow-up recommendations will result in dismissal. In addition, a positive EBT result will subject the employee to three (3) random EBT tests over the following four (4) years from the date of the first positive EBT test. Any second positive test for alcohol intoxication will result in the employee’s immediate dismissal.

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FOR THE UNION FOR THE COMPANY _____________________________ ____________________________ /s/David W. Laughton /s/Mark Bobak Secretary-Treasurer, Brewery and Vice-President Soft Drink Workers Conference Corporate Human Resources ______________________________ _____________________________ /s/Greg Rountree /s/Gary Rutledge

Secretary-Treasurer Vice President, Labor Relations Teamsters Local Union 919

_____________________________ /s/Melissa Reuscher Manager, Human Resources

_____________________________ /s/Steve Ghiglieri Plant Manager Renewed for the term of the 2014 Agreement.

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MEMORANDUM OF AGREEMENT JOINT HEALTH CARE TASK FORCE

Both the Union and the Company are committed to ensuring that employees and their families receive high quality health care benefits while controlling increases in health care costs. To help accomplish these goals, and in conjunction with implementation of the Company’s health care proposal, the parties have agreed to establish a Joint Health Care Task Force. The Task Force will be comprised of four (4) representatives appointed by the National Brewery Conference and four (4) representatives appointed by the Company. The Union representatives shall include at least one employee of the national Brewery Conference and at least one local brewery officer; the Company representatives shall include at least one employee of the Company’s corporate offices and at least one local People Manager. The Task Force shall have the following responsibilities: · The Task Force will communicate with the Company’s health care professionals on the process of

health care delivery with a goal of improving the satisfaction level of covered employees. · It shall review all necessary information relevant to implementation and operation of the Company’s

health care plan, report to the Company on the effectiveness of health care benefit delivery and make recommendations as necessary to improve the delivery of such services within the plan.

· It shall study federal national health care proposals and make recommendations regarding any

coordination which may be necessary between the Company’s plans and any national plan which may be implemented.

Renewed for the term of the 2014 agreement.

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MEMORANDUM OF AGREEMENT 415 COMPLIANCE PROCEDURES

Recognizing the requirements of Section 415 of the Internal Revenue Code, the Company and the Union have agreed to implement the following procedures:

1. Effective as of June 1, 1994, each defined contribution money purchase pension plan shall be amended as necessary to incorporate the procedures outlined below.

2. The respective plan trustees and recordkeepers shall establish a master escrow account. All Company

contributions for pay periods commencing after June 1, 1994 shall be accumulated in such escrow account. Separate master escrow accounts shall be maintained for Company contributions for pay periods commencing in each calendar year thereafter.

3. Not later than February 15 of each calendar year, the local union will provide appropriate W-2 earning

information to the Corporate Pension Department.

4. Not later than March 1 of each calendar year, the trustees shall deliver, or direct the recordkeeper to deliver to the Corporate Pension Department a report of the escrowed contributions for each individual for the prior calendar year.

5. Not later than May 15 of each calendar year, the Company shall perform the necessary 415

calculations and advise the respective trustees of the results.

6. Not later than June 15 of each calendar year, the trustees shall submit a report to the Corporate Pension Department identifying any errors known to them.

7. Not later than June 30 the Corporate Pension Department shall deliver to the trustees the final 415 test

results, including the form of an individual participant notification letters and a summary report thereof. Such letters shall be prepared and mailed by the Company by July 15.

8. Affected participants shall have 20 days from the date of mailing of the individual notification letter to

advise the trustees or People manager of any errors.

9. Within 45 days of mailing the individual notification letters, the adjustments described below shall be completed and checks mailed to participants.

10. Any contributions exceeding the 415 maximum permitted contributions shall be removed from the

individual’s escrowed amount in the master suspense account, including earnings thereon. The total amounts removed shall be credited to a subsequent required Company contribution. A separate payroll check shall be prepared, in compliance with the time frame outlined in Paragraph 9, which shall be in the amount of the excess contribution plus earnings attributable thereto. Final allocations for the prior year shall be made by the recordkeeper.

11. The trustees and/or plant management personnel shall cause to be prepared, in accordance with their

usual participant account reporting period, a report of all amounts accumulated in escrow for each individual for each calendar year.

12. The trustees shall determine the manner of investment of monies in the master escrow account.

13. In Baldwinsville, the trustees may adopt special additional procedures so that any excess contributions

will first cause a refund (by the plan) of any voluntary after-tax contributions.

Renewed for the term of the 2014 agreement.

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Supplemental Memorandum of Agreement 415 Compliance Procedures

Because of recent changes in Section 415 of the Internal Revenue Code, for contributions for plan years beginning on and after January 1, 2002, the Company and the Union agree to the following changes in the “Memorandum of Agreement 415 Compliance Procedures” which was first effective January 1, 1994. 1. The master escrow accounts shall not be required. 2. The trustees of the plan shall supply the Corporate Pension Department with such information

regarding contributions for and compensation of plan participants as the Corporate Pension Department shall request for this purpose from time to time.

3. The Corporate Pension Department shall report any contributions in excess of the 415 limits for a

year to the trustees, subject to verification with the affected participants as described in the Memorandum of Agreement.

4. Any contributions in excess of the 415 maximum permitted contributions, adjusted for the plan’s

dividends, interest, and realized and unrealized gains and losses, shall be forfeited by the affected participants and credited to a subsequent required Company distribution, and, in lieu of the forfeiture, a separate payroll check shall be provided to each affected participant in an amount equal to the forfeited amount. The recordkeeper shall adjust participant accounts accordingly.

5. In the event that the Corporate Pension Department notifies the trustees in writing that the procedures

concerning the master escrow accounts should be reinstated in order to comply with Section 415 of the Internal Revenue Code, the rules set forth in the January 1, 1994 Memorandum of Agreement shall be reinstated, effective as of the date set forth in such notice.

/s/ /s/______________________________ Anheuser-Busch, LLC Brewery & Soft Drink Workers Conference, IBT /s/ /s/______________________________ Human Resource Manager Local Union Representative Renewed for the term of the 2014 Agreement.

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Anheuser-Busch, LLC, Houston, and Teamsters Local Union 919 The parties agree that during weeks in which regular employees are scheduled to be laid off or displaced from their department, senior employees within that department may be offered the opportunity to volunteer to take their next scheduled week of earned vacation in lieu of the employees who would otherwise be laid off. Employees who volunteer to take their week of earned vacation during a week in which regular employees would be laid off will replace the number of employees on lay-off on a one-for-one basis. Approval to substitute a vacation week for a week of lay-off will be subject to the operating requirements of the department. Employees who are scheduled for a week of lay-off may elect to apply their next scheduled week of vacation during the week of lay-off. Renewed for the term of the 2014 agreement.

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Anheuser-Busch, LLC, Houston and Teamsters Local Union 919 The parties agree to the following memorandum of understanding: Employees who are laid off during the week, but who work at least one day during the week, shall be considered eligible to be scheduled for weekend overtime under Paragraph A(1) of Article 10, Section 5, provided they make themselves available for weekend overtime as outlined in Paragraph A(3). Renewed for the term of the 2014 agreement.

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Anheuser-Busch, LLC, and Teamsters Local Union 919 Birthday Holidays

Employees eligible for birthday holidays may schedule their birthday holiday on any straight-time day during the week in which the birthday holiday falls. Employees are required to advise the Company in advance of the posting of the weekly schedule of the day on which they intend to celebrate their birthday. Renewed for the term of the 2014 agreement.

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MEMORANDUM UNDERSTANDING HOLIDAYS

2015 New Year’s Day Thursday, January 1, 2015 Martin Luther King Monday, January 19, 2015 Good Friday Friday, April 2, 2015 San Jacinto Day Tuesday, April 21, 2015 Memorial Day Monday, May 25, 2015 Fourth of July Friday, July 3, 2015 Day Before or Day After July 4th Monday, July 6, 2015 Labor Day Monday, September 7, 2015 Thanksgiving Day Thursday, November 26, 2015 Day After Thanksgiving Friday, November 27, 2015 Day Before Christmas Day Thursday, December 23, 2015 Christmas Day Friday, December 24, 2015 Day After Christmas Day Monday, December 27, 2015 New Year’s Eve Thursday, December 31, 2015 Employee’s Birthday

2016 New Year’s Day Friday, January 1, 2016 Martin Luther King Monday, January 18, 2016 Good Friday Friday, March 25, 2016 San Jacinto Day Thursday, April 21, 2016 Memorial Day Monday, May 30, 2016 Fourth of July Monday, July 4, 2016 Day Before or Day After July 4th Tuesday, July 5, 2016 Labor Day Monday, September 5, 2016 Thanksgiving Day Thursday, November 24, 2016 Day After Thanksgiving Friday, November 25, 2016 Day Before Christmas Day Friday, December 23, 2016 Christmas Day Monday, December 26, 2016 Day After Christmas Day Tuesday, December 27, 2016 New Year’s Eve Friday, December 30, 2016 Employee’s Birthday

2017 New Year Day Monday, January 2, 2017 Martin Luther King Day Monday, January 16, 2017 Good Friday Friday, April 4, 2017 San Jacinto Day Friday, April 21, 2017 Memorial Day Monday, May 29, 2017 Fourth of July Tuesday, July 4, 2017 Day Before or Day After July 4th Wednesday, July 5, 2017

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Labor Day Monday, September 4, 2017 Thanksgiving Day Thursday, November 23, 2017 Day After Thanksgiving Friday, November 24, 2017 Day Before Christmas Day Friday, December 22, 2017 Christmas Day Monday, December 25, 2017 Day After Christmas Day Tuesday, December 26, 2017 New Year’s Eve Friday, December 29, 2017 Employee’s Birthday

2018 New Year Day Monday, January 1, 2018 Martin Luther King Day Monday, January 15, 2018 Good Friday Friday, March 30, 2018 San Jacinto Day Friday, April 20, 2018 Memorial Day Monday, May 28, 2018 Fourth of July Wednesday, July 4, 2018 Day Before or Day After July 4th Thursday, July 5, 2018 Labor Day Monday, September 3, 2018 Thanksgiving Day Thursday, November 22, 2018 Day After Thanksgiving Day Friday, November 23, 2018 Day Before Christmas Day Monday, December 24, 2018 Christmas Day Tuesday, December 25, 2018 Day After Christmas Day Wednesday, December 26, 2018 New Year’s Eve Monday, December 31, 2018 Employee’s Birthday

2019 New Year Day Tuesday, January 1, 2019 Martin Luther King Day Monday, January 18, 2019 Good Friday Friday, April 19, 2019 San Jacinto Day Monday, April 22, 2019 Memorial Day Monday, May 27, 2019 Day Before Fourth of July Thursday, July 4, 2019 Fourth of July Friday, July 5, 2019 Labor Day Monday, September 2, 2019 Thanksgiving Day Thursday, November 28, 2019 Day After Thanksgiving Day Friday, November 29, 2019 Day Before Christmas Day Tuesday, December 24, 2019 Christmas Day Wednesday, December 25, 2019 Day After Christmas Day Thursday, December 26, 2019 New Year’s Eve Tuesday, December 31, 2019 Employee’s Birthday

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FOR THE UNION FOR THE COMPANY /s/_____________________________ /s/____________________________ Jack Cipriani Gary Rutledge Director, Brewery and Vice President, Soft Drink Workers Conference General Counsel & Secretary /s/______________________________ /s/_____________________________ David W. Laughton Patrick Knipper Secretary-Treasurer, Brewery and Vice-President, Labor Relations Soft Drink Workers Conference /s/______________________________ /s/_____________________________ Melvin Lonadier Staci Atchison Secretary-Treasurer Manager, Human Resources Teamsters Local Union 919 /s/______________________________ Richard Wohlfarth General Manager Renewed for this term of the 2014 Agreement.

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MEMORANDUM OF UNDERSTANDING For those employees who retired during the period of the previous contract (after March 1, 1985 and before February 29, 1988) with the required eligibility (age 62 with 15 years of service at the time of retirement), health and welfare benefits have been funded for the remainder of their lifetimes. Such coverage includes General American Policy MCP-2507-Y, PCS prescription card, and $2,000 life insurance. FOR THE UNION: /s/ Steven E. Green /s/Charles Klare FOR THE COMPANY: /s/ Ronald W. Ginder /s/ Lee H. Waltemade Renewed for the term of the 2014 agreement.

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MEMORANDUM OF UNDERSTANDING For those employees who retire after May 1, 1988 and before February 28, 1991, the following health and welfare benefits will apply: • Current health care plan, including PCS card, for employees who retire between the ages of 57 and

65, with ten years of service in the bargaining unit. • General American Policy MCP-2507-Y, including PCS card, and $2,000 life insurance, for those

employees above (upon reaching age of 65) or for those employees who retire after age 65 with ten years of service in the bargaining unit.

Funding for the above coverage has been made for the lifetime of the employees who retire during the term of the present contract. FOR THE UNION: /s/ Steven E. Green /s/ Charles Klare FOR THE COMPANY: /s/ Ronald W. Ginder /s/ Lee J. Waltemade Renewed for the term of the 2014 agreement.

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Anheuser-Busch, LLC Houston and Teamsters Local Union 919

Procedure for Reporting Absence Employees who find it necessary to be absent from work must notify the Company of their intended absence no later than one (1) hour prior to their starting time. If such notice is not given, you will be subject to disciplinary action. All absences must be called in to the guard office. The number to call is 675-0209. Give the guard your name, department, employee number, shift, the circumstances surrounding your absence, and your expected date of return. The guard will record this information and relay it to your department. You will be given a call-in number for verification purposes. Do not deviate from this procedure when reporting an absence. Procedure for Reporting Tardiness Employees who expect to be tardy for work must notify the Company as soon as possible by calling 675-0209. If you have called in prior to your starting time, you will be permitted to report for work within the first two (2) hours of your shift. If you have not called in and do not report for work within sixty (60) minutes after your scheduled starting time, you will not be allowed to work and will be subject to disciplinary action. Reporting Back for Work If you have accurately reported your date of return to the Company, no other call is necessary before returning to work. Otherwise, you must notify the Company of your intention to return to work on a subsequent shift by calling 675-0209 as follows: - No later than 8:00 p.m. before reporting for the first shift. - No later than 4:00 a.m. before reporting for the second shift. - No later than 12:00 noon before reporting for the third shift. If you are absent for seven (7) calendar days or more, and your absence was due to illness it will be necessary for you, prior to your return to work, to give the Plant Nurse a written release from your physician indicating that you are able to return to full duty, or to work with restrictions. Employees may be referred to the Company doctor for evaluation before being assigned to duty. For the Union: For the Company: /s/ Steve Green /s/ Brian Schroeder /s/ David Laughton /s/ Lee Waltemade Renewed for the term of the 2014 agreement.

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MEMORANDUM OF UNDERSTANDING EMPLOYEE BEER

Regular employees, apprentices, and participants in the Maintenance Technician Development Program who are working at the brewery and who are qualified as defined below can receive up to two (2) cases of beer per month under the following terms: In order for an employee to be considered qualified for beer under this MOU, he or she must have worked one day or more in the preceding calendar month. If the employee did not work as a result of vacation, he or she will be considered qualified for beer. Each brewery will develop its own system for the distribution of beer. An employee who misses the date of distribution will have one opportunity to claim his or her beer. The parties agree that $0.01 per hour per case will be allocated from wages to cover the cost of the monthly beer allotment which cannot exceed two (2) cases of beer.

FOR THE UNION FOR THE COMPANY ______________________________ ___________________________ David W. Laughton Mark Bobak Secretary-Treasurer, Brewery and Group Vice-President Soft Drink Workers Conference & Chief Legal Officer ______________________________ ___________________________ Greg Rountree Gary Rutledge

Secretary-Treasurer Vice President, Labor Relations Teamsters Local Union 919

___________________________ Melissa Reuscher Manager, Human Resources

___________________________ Steve Ghiglieri Plant Manager

Renewed for the term of the 2014 Agreement.

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MEMORANDUM OF UNDERSTANDING RENEWABLE ENERGY PROJECTS

The Company is committed to reducing energy costs at its breweries while becoming less dependent on traditional, non-renewable sources of energy, a goal the Union fully supports. In pursuit of that goal, the Company is seeking to contract with third parties who will install, operate, maintain, manage and staff renewable energy facilities or equipment, on or off brewery property, using their own employees (“Renewable Energy Providers” or “REPs”). We envision these REPs will use biomass technology, solar panels, windmills, or other developing technologies to supply electricity and/or steam to the breweries. Based upon our discussions of these energy saving initiatives and the potential impact on the bargaining unit, notwithstanding any other provision in our Labor Agreement, the parties agree as follows: 1. In the event the Company enters into any agreements with REPs to install, operate, maintain,

manage and staff any renewable energy facility or equipment, on or off brewery property, the parties agree and acknowledge that REPs may:

• Provide the breweries with heat energy that is currently being supplied by boiler equipment at

each brewery (e.g., steam); • Maintain and repair any and all renewable energy facilities or equipment on brewery

property; and/or • Provide electricity to the breweries.

2. The operation and maintenance of electrical distribution, steam distribution, condensate return,

biogas transfer, processed waste water transfer, compressed air transfer, or other such shared utilities pertaining to the renewable energy facility or equipment, within the brewery buildings, will be assigned in accordance with the applicable collective bargaining agreement(s). The operation and maintenance of electrical distribution, steam distribution, condensate return, biogas transfer, processed waste water transfer, compressed air transfer, or other such shared utilities pertaining to the renewable energy facility or equipment, external to the brewery buildings may be assigned to REP employees.

3. The parties acknowledge that in a brewery where the renewable energy facilities or equipment are

installed, the brewery may no longer operate its boiler equipment or cogeneration facility and equipment on a regular basis. The bargaining unit may then be adversely impacted at such brewery where operation and maintenance of the boilers or cogeneration facility or equipment is bargaining unit work.

4. Should the implementation of a renewable energy project, as described in this MOU, result in the

“permanent layoff” (defined in Section 4 of the “Employee Job Security” article of the labor agreement) of one or more bargaining unit employees in the group affected by the permanent layoff, the benefits described in “Employee Job Security” and “Enhanced Early Retirement and Sub Contributions” articles of the labor agreement will be offered in accordance with the terms of those provisions.

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5. The parties acknowledge that the REP’s employees and the performance of work by the REP’s employees or contractors are outside of the coverage of the parties’ Labor Agreement. In the event the Company chooses to assume the REP’s operations on brewery property and uses employees on the Company’s payroll, such employees will be covered by the parties’ Labor Agreement.

FOR THE UNION FOR THE COMPANY /s/_____________________________ /s/____________________________ Jack Cipriani Gary Rutledge Director, Brewery and Vice President, Soft Drink Workers Conference General Counsel & Secretary /s/______________________________ /s/_____________________________ David W. Laughton Patrick Knipper Secretary-Treasurer, Brewery and Vice-President, Labor Relations Soft Drink Workers Conference /s/______________________________ /s/_____________________________ Melvin Lonadier Staci Atchison Secretary-Treasurer Manager, Human Resources Teamsters Local Union 919 /s/______________________________ Richard Wohlfarth General Manager

Renewed for the term of the 2014 agreement.

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MEMORANDUM OF AGREEMENT COMMITMENT TO KEEP ALL BREWERIES OPEN The Company has renewed its good faith commitment that, for the term of this Agreement, it will not close any of its current twelve (12) breweries provided there are no new or increased federal or state excise taxes or other unforeseen extraordinary events which negatively impact the Company’s business.

FOR THE UNION FOR THE COMPANY ______________________________ _____________________________ /s/David W. Laughton /s/Mark Bobak Secretary-Treasurer, Brewery and Vice-President Soft Drink Workers Conference Corporate Human Resources ______________________________ _____________________________ /s/Greg Rountree /s/Gary Rutledge

Secretary-Treasurer Vice President, Labor Relations Teamsters Local Union 919

_____________________________ /s/Melissa Reuscher Manager, Human Resources _____________________________ /s/Steve Ghiglieri Plant Manager Renewed for the term of the 2014 Agreement.

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