Exhibit 10.19


    
      

    

    Exhibit
      10.19

    


    2007
      OFFICER BONUS PROGRAM

    UNDER
      THE

    ANHEUSER-BUSCH
      OFFICER BONUS PLAN

    


    


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

    


    Section
      1. PERFORMANCE
      PERIOD.
      The calendar year
      2007 ("2007") shall constitute the Performance Period for the purpose of
      determining Bonuses payable to Participants in the Program.

    


    Section
      2. PARTICIPANTS
      AND DESIGNATED COVERED EMPLOYEES.
      The officers of
      the Company listed on Schedule A attached hereto are hereby designated as
      Participants in the Program. The first nine Participants listed on Schedule
      A
      ("Designated Covered Employees") are those the Committee believes may be or
      become covered employees (“Covered Employees”) as that term is defined by
      Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
      

    


    Section
      3. PERFORMANCE
      GOAL.
      The performance
      goal for 2007 (the "Performance Goal") shall be met if Pretax Income for 2007
      equals or exceeds eighty-five percent of Pretax Income for 2006. No Bonus shall
      be paid to Designated Covered Employees under the Program if the Performance
      Goal is not satisfied. For purposes of this Program, "Pretax Income" shall
      be
      deemed to mean the amount of the Company's consolidated earnings before income
      taxes, adjusted as follows:

    


    
      	 	
              (a)

            	
              increased
                or
                decreased to eliminate the effect of any normalization adjustment
                made in
                calculating consolidated earnings before income taxes as disclosed
                in the
                Company’s quarterly reports or annual report in accordance with S.E.C.
                Regulation 6 on non-GAAP financial information, and/or any accounting
                principle change required or allowed by GAAP that is not retroactively
                applied to prior years. (If the accounting change is retroactively
                applied
                to the prior year, there is no adjustment for the accounting change.);
                

            
	 	 	 
	 	
              (b)

            	
              increased
                by
                the amount of bonus expense, whether or not under the Program, which
                is
                reflected in the Company's consolidated earnings before income
                taxes;

            
	 	 	 
	 	
              (c)

            	
              increased
                for
                the impact on pretax income of interest expense attributable to the
                Company's ownership in Grupo Modelo, S.A.B. de C.V. and Tsingtao
                Brewery Company, Ltd.;

            
	 	 	 
	 	
              (d)

            	
              increased
                for
                the impact on pretax income of interest expense attributable to the
                Company’s equity ownership in any additional company acquired
                in

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	2007
              and accounted for under the equity method of accounting under
              GAAP; and 
	 	 	 
	 	
              (e)

            	
              increased
                for
                the impact on pretax income of interest expense attributable to the
                Company’s repurchase of Company
                stock.

            


    

    


    Section
      4. BONUS
      POOL.
      The aggregate
      amount of Bonuses which may be paid to Participants in the Program shall equal
      1.0% of Pretax Income for 2007 (the "Bonus Pool").

    


    Section
      5. BONUS
      FORMULA. The
      percentage of
      the Bonus Pool that each Designated Covered Employee shall receive under the
      Program and the percentage of the Bonus Pool that the remaining Participants
      shall receive under the Program (the "Bonus Formula") shall be as set forth
      on
      Schedule A attached hereto, subject to the Committee's exercise of Committee
      Discretion as defined in Section 6 below.

    


    Section
      6. COMMITTEE
      DISCRETION. The
      Committee shall
      have the discretion to establish the amount of any Bonus payable to any
      Participant other than a Designated Covered Employee, except that the total
      amount of Bonuses paid under the Program may not exceed the Bonus Pool
      established in Section 4; the Committee may reduce but may not increase the
      amount of any Bonuses payable to Designated Covered Employees to reflect
      individual performance and/or unanticipated factors (in either case, "Committee
      Discretion"). 

    


    Section
      7. DESIGNATED
      COVERED EMPLOYEE MAXIMUM.
      Notwithstanding
      satisfaction of the Performance Goal, no Designated Covered Employee may receive
      a Bonus under the Program which exceeds the lesser of (i) $6 million or
      (ii) the per-covered employee limit in effect under Section 7 of the Plan
      on the date of payment.

    


    Section
      8. PAYMENT
      OF
      BONUSES.
      After the end of
      2007, the Committee shall certify in writing whether the Performance Goal has
      been satisfied and the amount of the Bonus payable to each Designated Covered
      Employee for 2007, if any. All or part of the Bonuses payable to Participants
      who are not Designated Covered Employees may be paid prior to the end of 2007
      on
      an estimated basis, subject to adjustment in the discretion of the Committee.
      All or part of the Bonuses payable to Designated Covered Employees may be paid
      prior to the end of 2007 only if such payment will not result in Bonuses paid
      to
      Covered Employees failing to constitute qualified performance-based compensation
      under Section 162(m) of the Code (e.g.,
      if regulations or
      rulings allow earlier payment on an estimated basis subject to adjustment).
      Subject to the foregoing, the timing of payment of Bonuses to all Participants
      shall be within the sole discretion of the Committee; provided, however, that
      all payments of the Bonuses hereunder shall be made on or before March 15,
      2008.
      The Company shall withhold from any Bonuses all taxes required to be withheld
      by
      any federal, state or local government.

    


    Section
      9. LIMITATION
      ON RESTRICTIONS.
      Notwithstanding
      anything to the contrary herein, in the event a Designated Covered Employee
      is
      determined at the end of the Performance Period not to be a Covered Employee,
      and to the extent

     

    
      
        
          
          

        

        
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    application
      of this
      Section 9 does not cause such Designated Covered Employee to be a Covered
      Employee, 

    


    
      	 	
              (a)

            	
              such
                Designated Covered Employee may receive a Bonus notwithstanding failure
                to
                satisfy the Performance Goal, and

            
	 	 	 
	 	
              (b)

            	
              Committee
                Discretion may be exercised to increase the amount of such Designated
                Covered Employee's Bonus above the amount which would be paid pursuant
                to
                the Bonus Formula.

            


    

    


    Section
      10. TERMINATION
      OF EMPLOYMENT.
      No Bonus shall be
      paid under the Program to any Participant who is not an employee of the Company
      as of the last day of 2007, except that the Committee shall have the discretion
      to pay a Bonus to any Participant whose employment terminates by reason of
      death, disability, retirement, resignation or in other circumstances in which
      payment of a Bonus would be in furtherance of the best interests of the
      Company.

    


    Section
      11. CHANGE
      IN
      CONTROL.
      Upon a Change in
      Control (as that term is defined in the Plan from time to time) notwithstanding
      anything else to the contrary herein: 

    


    
      	 	
              (a)

            	
              if
                the Change
                in Control takes place after 2007, all Bonuses for 2007 shall be
                immediately payable in cash, 

            
	 	 	 
	 	
              (b)

            	
              if
                the Change
                in Control takes place during 2007, (i) the Performance Goal shall
                be
                deemed to have been met if Pretax Income through the end of the month
                preceding the month in which the Change in Control occurs ("Prechange
                Pretax Income") equals or exceeds eighty-five percent of Pretax Income
                for
                the comparable period in 2006, (ii) the Change in Control Bonus Formula
                (as defined below) shall be applied to Prechange Pretax Income, (iii)
                all
                Bonuses so calculated shall be immediately payable in cash, and (iv)
                unless expressly terminated, this Program shall continue in effect
                throughout the remainder of 2007 with the amount of any Bonuses payable
                at
                the end of 2007 reduced by the amount of any Bonuses paid upon the
                Change
                in Control, 

            
	 	 	 
	 	
              (c)

            	
              the
                Committee
                shall not have the ability to exercise Committee Discretion to reduce
                the
                amount payable to any Participant below the formula amount, and
                

            
	 	 	 
	 	
              (d)

            	
              the
                provisions of this Section 11 may not be amended in any manner without
                the
                written consent of all Participants.


            


    

    


    For
      purposes of
      determining the amounts of Bonuses payable to Participants under Sections 11
      (a)
      and (b) above, (i) each Participant who was a participant in the 2006 Officer
      Bonus Program under the Anheuser-Busch Officer Bonus Plan shall be entitled
      to
      receive a share of the Bonus Pool which is equivalent to that Participant's
      share of all bonuses actually paid under the 2006 Program, (ii) each Participant
      who did not participate in the 2006 Program shall be entitled to receive a
      share
      of the Bonus Pool

     

    
      
        
        

      

      
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    which
      is equivalent
      to the share of all bonuses actually paid under the 2006 Program paid to the
      individual (or the average paid to individuals) in the most closely comparable
      position to that of such Participant (based on salary level), (iii) the shares
      so computed shall be adjusted on a pro rata basis so that the amount of Bonuses
      payable under this Section 11 shall equal 100% of the applicable Bonus Pool
      (the
      "Change in Control Bonus Formula"). If any Participant is employed by the
      Company for less than the entire period with respect to which Bonuses under
      this
      Section 11 are calculated, such Participant shall only be entitled to receive
      a
      Bonus in an amount calculated as set forth above times the number of days such
      Participant was employed by the Company in such period divided by the total
      number of days in such period. If by reason of this Section 11 an excise or
      other special tax ("Excise Tax") is imposed on any payment under the Plan (a
      "Required Payment"), the amount of each Required Payment shall be increased
      by
      an amount which, after payment of income taxes, payroll taxes and Excise Tax
      thereon, will equal such Excise Tax on the Required Payment, except that the
      total amount paid to any Designated Covered Employee shall not exceed the
      maximum set forth in Section 7 unless exceeding such maximum, or a provision
      allowing bonuses to exceed such maximum, would not jeopardize qualification
      of
      all Bonuses under the Program to Covered Employees as qualified
      performance-based compensation under Section 162(m) of the Code.

    


    Section
      12. INTERPRETATION.
      It is intended
      that the Program shall in all respects be subject to and governed by the
      provisions of the Plan and, except to the extent Bonuses are paid on an
      accelerated basis pursuant to a Change in Control as defined in the Plan, that
      all Bonuses paid to Covered Employees shall constitute qualified
      performance-based compensation under Section 162(m) of the Code. The terms
      of
      this Program shall in all respects be so interpreted and construed as to be
      consistent with this intention.

    


    Section
      13. ADJUSTMENTS.
      If
      any of the
      following events occurs during the Performance Period:

    


    
      	 	
              (a)

            	
              any
                reorganization, merger, consolidation or other corporate change having
                a
                similar effect, to the extent it is tax-free for federal income tax
                purposes,

            
	 	 	 
	 	
              (b)

            	
              any
                spin-off,
                sale of a business unit, or other corporate change having a similar
                effect,

            
	 	 	 
	 	
              (c)

            	
              any
                contribution of operating assets previously accounted for by the
                consolidation method of accounting to an entity that is accounted
                for by
                the equity or cost methods of accounting, or

            
	 	 	 
	 	
              (d)

            	
              any
                distribution to stockholders generally other than a normal
                dividend

            
	 	 	 


    

    and
      such event
      affects Pretax Income and has an impact on the achievement of the Performance
      Goal or a material impact on the size of the Bonus Pool (herein "Corporate
      Change"):

    


    
      	 	
              (x)

            	
              for
                purposes
                of determining whether the Performance Goal has been met, 2006 Pretax
                Income shall be deemed to equal (i) actual Pretax Income
                for

            


    

     

     

    
      
        
        

      

      
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      	 	 	2006
              times a ratio the numerator of which is the number of days in
              the Performance Period prior to the Corporate Change and the denominator
              of which is 365, plus (ii) restated or pro-forma Pretax Income for
              2006
              times a ratio the numerator of which is the number of days in the
              Performance Period beginning with the date of the Corporate Change
              and the
              denominator of which is 365;
	 	 	 
	 	
              (y)

            	
              the
                size of
                the Bonus Pool shall be equal to (i) actual Pretax Income for the
                portion
                of the Performance Period ending the day before the Corporate Change
                occurs times the Bonus Pool percentage set forth in Section 4 (1.0%),
                plus
                (ii) actual Pretax Income for the portion of the Performance Period
                beginning the day of the Corporate Change times that percentage which
                if
                multiplied by restated or pro-forma Pretax Income for 2006 would
                equal
                1.0% of actual Pretax Income for
                2006.

            


    

    


    Section
      14. AMENDMENTS.
      The Committee may
      amend this Program unilaterally if the Committee determines that amendment
      is
      necessary to assure that Bonuses paid to Covered Employees under this Program
      constitute qualified performance-based compensation under Section 162(m) of
      the
      Code. The Committee also may amend this Program unilaterally in any way if
      the
      Committee determines that such amendment (i) is not contrary to the terms of
      the
      Plan, (ii) does not require shareholder approval, and (iii) would not jeopardize
      qualification of Bonuses to Covered Employees under the Program as
      performance-based compensation under Section 162(m) of the Code.

    


    Section
      15. NO
      RIGHT TO
      EMPLOYMENT.
      Nothing in this
      Program or the Plan shall confer upon any Participant any right or expectation
      to continue in the employ of his or her employer or the Company, or to interfere
      in any manner with the absolute right of the employer or the Company to change
      or terminate the Participant's employment at any time for any
      reason.


    


    
      
        
        

      

      
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