2006 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 2006 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 2006 (“2006”) 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 as that term is defined by Section 162(m) of the Code (“Covered Employees”).

Section 3.   PERFORMANCE GOAL. The performance goal for 2006 (the “Performance Goal”) shall be met if Pretax Income for 2006 equals or exceeds xx percent of Pretax Income for 2005. 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:

Section 4.   BONUS POOL. The aggregate amount of Bonuses which may be paid to Participants in the Program shall equal .638% of Pretax Income for 2006 (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 2006, 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 2006, 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 2006 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 2006 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. The Company shall withhold from any Bonuses all taxes required to be withheld by any federal, state or local government.

Section 9.   LIMITATION ON RESTRICT