Sample Business Contracts

2008 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 2008 Officer Bonus Program (the "Program") in accordance with the Anheuser-Busch Officer Bonus Plan (the "Plan"), the terms of which are incorporated herein by reference, as follows:

Section 1. PERFORMANCE PERIOD.  The calendar year 2008 ("2008") shall constitute the Performance Period for the purpose of determining bonuses payable (“Bonuses”) 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").  The Committee in its discretion may designate other officers as Participants in the Program.

Section 3. PERFORMANCE GOAL.  The performance goal for 2008 (the "Performance Goal") shall be met if Adjusted Pretax Earnings for 2008 equals or exceeds 75% of Adjusted Pretax Earnings for 2007.  Subject to Section 9, no Bonus shall be paid to Designated Covered Employees under the Program if the Performance Goal is not satisfied.  For purposes of this Program, "Adjusted Pretax Earnings" shall be deemed to mean the amount of the Company's consolidated income before income taxes, determined by the Company on the same basis on which its annual financial statements are calculated, adjusted as follows:

(a)

increased or decreased to eliminate the effect of any normalization adjustment made in calculating consolidated income before income taxes as disclosed in the Company’s quarterly reports or annual report in accordance with S.E.C. Regulation G on non-GAAP financial information, and/or any accounting principle change required or allowed by GAAP that is not retrospectively 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 income before income taxes;

(c)

increased for the impact on income before income taxes 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 income before income taxes of interest expense attributable to the Company’s equity ownership in any additional company acquired in 2008 and accounted for under the equity method of accounting under GAAP;

 

(e)

increased for the impact on income before income taxes of interest expense attributable to the Company’s repurchase of Company stock; and

 

(f)

increased or decreased for the impact on income before income taxes of any acquisition made by the Company during 2008 and increased for the impact of interest expense attributable to such acquisition.

Section 4. BONUS POOL.  If the Performance Goal is achieved, the maximum amount of Bonuses which may be paid to Participants in the Program shall equal 1.5% of Adjusted Pretax Earnings for 2008 (the "Bonus Pool").

Section 5. BONUS FORMULA.  Subject to the attainment of the Performance Goal, and the provisions of this Program, the maximum amount of the Bonus that each Designated Covered Employee shall be eligible to receive under the Program and the amount of the Bonus that the remaining Participants shall be eligible to receive under the Program shall be the amount (the “Eligible Amount”) corresponding to the percentage of the Bonus Pool set forth in Schedule A attached hereto.  The actual amount of Bonuses to which Participants are entitled (the "Bonus Formula") shall be determined as follows:   (i) a portion shall be based on a formula (the “Bonus Formula Component”) reflecting actual operating profit for 2008 relative to budgeted operating profit for 2008, as set forth on Schedule B attached hereto, and (ii) the remaining portion shall be based upon such measures, if any, that the Committee in its discretion shall employ; provided, however, that, in no event shall the aggregate Bonuses granted to a Designated Covered Employee exceed such Designated Covered Employee’s Eligible Amount.  Individual bonus targets will be established for each Participant prior to the commencement of the Performance Period.

Section 6. COMMITTEE DISCRETION.  Subject to Section 5, 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.

Section 7. DESIGNATED COVERED  EMPLOYEE  MAXIMUM. Notwithstanding satisfaction of the Performance Goal, no Designated Covered Employee may receive aggregate Bonuses under the Program which exceeds $6 million.

Section 8. PAYMENT OF BONUSES.  After the end of 2008, 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 2008, 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 2008 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 2008 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, 2009.  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 application of this Section 9 does not cause such Designated Covered Employee to be a Covered Employee, then:

(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/COMMENCEMENT OF PARTICIPATION.  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 2008, 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, as determined by the Committee, be in furtherance of the best interests of the Company.  Officers who are designated as Participants after the adoption of the Program, may receive a Bonus based upon the entire Performance Period.  Participants that are demoted or transferred out of the Program will not be eligible to receive a Bonus pursuant to the Program.

Section 11. CHANGE IN CONTROL.  Upon a Change in Control notwithstanding anything else to the contrary herein:

(a)

if the Change in Control takes place after December 31, 2008, all Bonuses  for all Participants for 2008 shall be immediately payable in cash (subject to any election previously made by a Participant to defer receipt of such Bonus),

(b)

if the Change in Control takes place during 2008, (i) the Performance Goal shall be deemed to have been met if Adjusted Pretax Earnings through the end of the month preceding the month in which the Change in Control occurs ("Prechange Adjusted Pretax Earnings") equals or exceeds 75% of Adjusted Pretax Earnings for the comparable period in 2007, (ii) the Change in Control Bonus Formula (as defined below) shall be applied to Prechange Adjusted Pretax Earnings, (iii) all Bonuses so calculated shall be immediately payable in cash to each Participant upon the date of the

Change of Control (subject to any election previously made by a Participant to defer receipt of such Bonus), and (iv) unless expressly terminated, this Program shall continue in effect throughout the remainder of 2008 with the amount of any Bonuses payable at the end of 2008 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 with respect to any Participant without the written consent of such Participant.

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 2007 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 2007 Program, (ii) each Participant who did not participate in the 2007 Program shall be entitled to receive a share of the Bonus Pool which is equivalent to the share of all bonuses actually paid under the 2007 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   tax ("Excise Tax") is imposed pursuant to Section 4999 of the Code 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.  If any provision of the Program conflicts in any manner with the Plan, the terms of the Plan shall control.  Terms used herein shall have the meanings assigned to them in the Plan, unless otherwise indicated.

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 consolidated income before income taxes 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, 2007 Adjusted Pretax Earnings shall be deemed to equal (i) actual Adjusted Pretax Earnings for 2007 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 Adjusted Pretax Earnings for 2007 (calculated on the assumption that the Corporate Change occurred on January 1, 2007)  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 Adjusted Pretax Earnings  for the portion of the Performance Period ending the day before the Corporate Change occurs times 1.0%, plus (ii) actual Adjusted Pretax Earnings for the portion of the Performance Period beginning the day of the Corporate Change times a fraction, the numerator of which is actual Adjusted Pretax Earnings for 2007 and the denominator of which is restated or pro-forma Adjusted Pretax Earnings for 2007 calculated on the assumption that the Corporate Change occurred on January 1, 2007, times 1%.

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.