Exhibit
      10.34

     

    ANHEUSER-BUSCH
      COMPANIES, INC.

     

    RELATED
      PERSON TRANSACTIONS POLICY

     

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

     

    The
      Board
      of Directors of the Company (the “Board”) has adopted this Related Person
      Transaction Policy to set forth the policies and procedures for the review
      and
      approval or ratification of Related Person Transactions (as defined below).
      

     

    
      	
              1.

            	
              Definitions

            


    

     

    For
      the
      purposes of this Policy, a “Related
      Person”
      is:

     

    
      	
               

               

            	
              a)

               

            	
              any
                person who is or was an executive officer, director, or director
                nominee
                of the Company at any time since the beginning of the last calendar
                year
                for which the Company has filed a Form 10-K; 

               

            
	
               

               

            	
              b)

               

            	
              any
                person who is or was an Immediate Family Member of an executive officer,
                director, director nominee at any time since the beginning of the
                last
                calendar year for which the Company has filed a Form 10-K; or

               

            
	
               

               

            	
              c)

               

            	
              any
                person who, at the time of the transaction, is the beneficial owner
                of
                more than 5% of any class of the Company’s voting securities (a
                “Significant Shareholder”); or

               

            
	
               

               

            	
              d)

               

            	
              any
                person who, at the time of the transaction, is an Immediate Family
                Member
                of a Significant Shareholder of the Company. 

               

            


    

    An
      “Immediate
      Family Member”
of
      a
      person is any child, stepchild, parent, stepparent, spouse, sibling,
      mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
      sister-in-law of such person, or any other person sharing the household of
      such
      person, other than a tenant or employee.

     

    A
      “Related
      Person Transaction”
is
      any
      transaction, arrangement or relationship, or any series of similar transactions,
      arrangements or relationships in which the Company was or is to be a
      participant, the amount involved exceeds $120,000, and a Related Person had
      or
      will have a direct or indirect material interest. Except as otherwise set forth
      in this policy, “Related Person Transaction” specifically includes, without
      limitation, purchases of goods or services by or from the Related Person or
      entities in which the Related Person has a material interest, indebtedness,
      guarantees of indebtedness, and employment by the Company of a Related Person.
      The Board has determined that transactions with certain characteristics do
      not
      pose an actual or apparent conflict of interest and are, therefore, not “Related
      Person Transactions” for purposes of this Policy. These transactions are
      described on Exhibit 1 and include transactions in which the Related Persons
      are
      only directors and/or owners of a less than 10% equity interest in the
      entity

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    engaged
      in the transaction, arrangement or relationship with the Company; transactions
      in which the Related Persons are only directors, officers and/or owners of
      a
      less than 10% equity interest in the entity engaged in the transaction,
      arrangement or relationship with the Company and the amount of the transaction
      is not significant to either the Company or the other entity; transactions
      that
      are subject to review by the Compensation Committee of the Board; and
      transactions that have other characteristics or features mitigating concern
      about an actual or apparent conflict of interest. 

     

    
      	
              2.

            	
              Policies
                and Procedures for Review, Approval or Ratification of Related Person
                Transactions

            


    

     

    Any
      Related Person Transaction proposed to be entered into by the Company must
      be
      reviewed and approved by the Conflict of Interest Committee of the Board (the
      “Committee”) in accordance with the terms of this Policy. Such approval will be
      obtained prior to effectiveness or consummation of the Transaction, whenever
      practicable. If the Chairman of the Committee determines that advance Committee
      approval of a Related Person Transaction is not practicable under the
      circumstances, the Chairman of the Committee may preliminarily approve such
      Transaction, subject to ratification by the Committee at the next meeting of
      the
      Committee; provided, that if the Committee does not ratify the Transaction,
      the
      Company shall make all reasonable efforts to cancel or annul such
      Transaction.

     

    Transactions
      with Passive Shareholders shall be reported to the Committee on an informational
      basis, but need not be reviewed and approved by the Committee.

     

    In
      addition, any Related Person Transaction previously approved by the Committee
      or
      otherwise already existing that is ongoing in nature shall be reviewed by the
      Committee annually to ensure that such Related Person Transaction has been
      conducted in accordance with the previous approval granted by the Committee,
      if
      any, and that all required disclosures regarding the Related Person Transaction
      are made. 

     

    Transactions
      involving compensation, severance, termination, and special retirement
      arrangements for executive officers shall be reviewed and approved by the
      Compensation Committee of the Board in the manner specified in the charter
      of
      the Compensation Committee.

     

    
      	
              3.

            	
              Standards
                for Review, Approval or Ratification of Related Person Transactions
                

            


    

     

    A
      Related
      Person Transaction reviewed under this Policy will be considered approved or
      ratified if it is authorized by the Committee in accordance with the standards
      set forth in this Policy after full disclosure of the Related Person’s interests
      in the transaction. As appropriate for the circumstances, the Committee shall
      review and consider:

     

    
      	 	
              ·

               

            	
              the
                Related Person’s position(s) or relationship(s) with, or ownership in, the
                firm, corporation, or other entity that is a party to, or has an
                interest
                in, the Related Person Transaction;

               

            
	
               

               

            	
              ·

               

            	
              the
                approximate dollar value of the amount involved in the Related Person
                Transaction; 

               

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

               

            	
              the
                approximate dollar value of the amount of the Related Person’s interest in
                the transaction without regard to the amount of any profit or loss;
                

               

            
	
               

               

            	
              ·

               

            	
              whether
                the transaction was undertaken in the ordinary course of business
                of the
                Company; 

               

            
	
               

               

            	
              ·

               

            	
              whether
                the transaction with the Related Person is proposed to be, or was,
                entered
                into on terms comparable to the terms the Company could have been
                reached
                with an unrelated third party;

               

            
	
               

               

            	
              ·

               

            	
              the
                purpose of, and the potential benefits to the Company of, the transaction;
                and

               

            
	
               

               

            	
              ·

               

            	
              any
                other information regarding the Related Person Transaction or the
                Related
                Person in the context of the proposed transaction that the Committee
                determines to be relevant to its decision to either approve or disapprove
                the Transaction. 

               

            


    

    The
      Committee will review all relevant information available to it about the Related
      Person Transaction. The Committee may approve or ratify the Related Person
      Transaction only if the Committee determines that, under all of the
      circumstances, the transaction is in the best interests of the Company. The
      Committee may, in its sole discretion, impose such conditions as it deems
      appropriate on the Company or the Related Person in connection with approval
      of
      the Related Person Transaction. 

     

    The
      review, approval or ratification of a transaction, arrangement or relationship
      pursuant to this Policy does not necessarily imply that such transaction,
      arrangement or relationship is required to be disclosed under item 404(a) of
      Regulation S-K.

     

    
      	
              4.

            	
              Interaction
                with Other Policies

            


    

     

    This
      policy is in addition to, and is not a replacement for, other Company policies
      that may address situations involving Related Person Transactions, including
      without limitation, the Code of Business Conduct and Ethics, Policy on
      Employment of Relatives and Policy on Employee Purchase of an Anheuser-Busch
      Wholesaler.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Exhibit
      1

     

    The
      following are not considered to be Related Person Transactions for purposes
      of
      the policy:

     

    
      	
              1.

               

            	
              Interests
                arising only from the Related Person’s position as a director of another
                corporation or organization that is a party to the transaction;
                

               

            
	
              2.

               

            	
              Interests
                arising only from the direct or indirect ownership by the Related
                Person
                and all other Related Persons in the aggregate of less than a 10%
                equity
                interest (other than a general partnership interest) in another entity
                which is a party to the transaction; 

               

            
	
              3.

               

            	
              Interests
                arising from both the position and ownership level described in (1)
                and
                (2) above; 

               

            
	
              4.

               

            	
              Interests
                arising solely from the Related Person’s position as an executive officer
                of another entity (whether or not the person is also a director of
                such
                entity) that is a participant in the transaction, where (a) the Related
                Person and all other Related Persons own in the aggregate less than
                a 10%
                equity interest in such entity, (b) the Related Person and his or
                her
                Immediate Family Members are not involved in the negotiation of the
                terms
                of the transaction with the Company and do not receive any special
                benefits as a result of the transaction and (c) the amount involved
                in the
                transaction equals less than the greater of $1 million dollars or
                2% of
                the annual consolidated net sales of the other entity that is a
                participant in the transaction, and (d) the amount involved in the
                transaction equals less than 2% of the annual consolidated net sales
                of
                the Company; 

               

            
	
              5.

               

            	
              Interests
                arising solely from the ownership of a class of the Company’s equity
                securities if all holders of that class of equity securities receive
                the
                same benefit on a pro rata basis; 

               

            
	
              6.

               

            	
              A
                transaction that involves compensation to an executive officer if
                the
                compensation has been approved by the Compensation Committee of the
                Board
                or recommended to the Board for approval by the Compensation Committee
                of
                the Board and then approved by the Board; 

               

            
	
              7.

               

            	
              A
                transaction that involves compensation to a director for services
                as a
                director of the Company if such compensation will be reported pursuant
                to
                Item 402(k) of Regulation S-K; 

               

            
	
              8.

               

            	
              A
                transaction that is specifically contemplated by provisions of the
                Certificate of Incorporation or Bylaws of the Company; 

               

            
	
              9.

               

            	
              Interests
                arising solely from indebtedness of a Significant Shareholder or
                an
                Immediate Family Member of a Significant Shareholder to the
                Company;

               

            
	
              10.

               

            	
              Transactions
                with Significant Shareholders (or their Immediate Family Members)
                who have
                a current Schedule 13G filed with the SEC with respect to their ownership
                of the Company’s securities (“Passive Shareholders”);

               

            
	
              11.

               

            	
              A
                transaction where the rates or charges involved in the transaction
                are
                determined by competitive bids; 

               

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              12.

               

            	
              A
                transaction that involves the rendering of services as a common or
                contract carrier or public utility at rates or charges fixed in conformity
                with law or governmental authority; or

               

            
	
              13.

               

            	
              A
                transaction that involves services as a bank depositary of funds,
                transfer
                agent registrar, trustee under a trust indenture, or similar
                services.

               

            


    

    


     

     

    
      
        
        

      

      
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