Employee Stock Purchase Plan

Exhibit 10.7


ANHEUSER-BUSCH GLOBAL EMPLOYEE STOCK PURCHASE PLAN


I. NAME OF THE PLAN


The name of the plan is the Anheuser-Busch Global Employee Stock Purchase Plan, hereinafter referred to as the Plan.


II. PURPOSE


The purpose of the Plan is to advance the interest of Anheuser-Busch Companies, Inc. and its Subsidiaries by encouraging ownership of shares in the Company by employees of the Company and its Subsidiaries located outside the United States, improving their long-term incentives and aligning their interests with those of the shareholders of Anheuser-Busch Companies, Inc.


III. RULES


1. Definitions
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As used in this Plan:


a) "Compensation" means:


1) for salaried employee, basic or regular salary paid, and


2) for hourly employees, actual pay for regularly scheduled
working hours actually worked, paid vacations and paid
holidays, and


3) in neither case, including other forms of remuneration such as
bonus, overtime, salary continuance, severance pay, redundancy
pay, termination indemnities or other post-employment benefits;


all except as may be determined by the Company from time to time and
place to place consistent with local law.


b) "Board" means the Board of Directors of the Company.


c) "Booked Shares" means Shares owned by a Participant which are held in
his or her name by the Broker.


d) "Broker" means the securities broker selected by the Company to
execute transactions pursuant to the Plan and to hold the Booked
Shares.


e) "Commencement Date" means March 1, 1999 or a later date to be chosen
by the Company with respect to any location.


f) "Company" means Anheuser-Busch Companies, Inc.


g) "Eligible Employee" means any individual who is employed on a regular
basis by an Employer in a location outside the United States and
Puerto Rico and is on the regular payroll of the Employer for that
location; provided, any employees who:


1) are eligible to participate in any 401(k) plan maintained for
employees of the Company and its Subsidiaries;


2) are not permitted to participate by reason of local law or
regulation;


3) are required to report their trading in Shares pursuant to
Section 16 of the United States Securities Exchange Act of 1934;


4) are classified as temporary employees, leased employees or
independent contractors; or


5) are otherwise excluded by the Company under uniform and
consistent rules


shall not be Eligible Employees unless required by local law.


h) "Employer" means the Company and any Subsidiary or division or branch
of the Company or a Subsidiary with operations outside the United
States which agrees in writing to be an Employer, subject to the
consent of the Company.


i) "Market Price" on a particular day means the closing price of a Share
in United States currency on that day, as reported in the West Coast
edition of The Wall Street Journal, New York Stock Exchange
Transactions-Composite Transactions.


j) "Offering Date" means the date of inception of the Plan at a
particular location with respect to Eligible Employees at that
location on the date of inception there, and any subsequent March 1
on which the Company determines to make another offer of Shares to
Eligible Employees at that location in accordance with the Plan.


k) "Participant" means an Eligible Employee who has enrolled in the Plan
as provided for in Section 3.


l) "Purchase Date" means any date specified by the Company on which
Participants are authorized to purchase Shares. Except as otherwise
determined by the Company, all Purchase Dates shall occur on the
first day of March, June, September and December of any year, or if
any such day falls on a weekend or holiday in the United States, on
the next business day in the United States.


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m) "Retained Shares" means Booked Shares held by the Broker in a
Participant's name for at least two (2) years. In no event shall any
Shares which are transferred by a Participant, by gift, sale,
bequest, inheritance or any other means or issued to the Participant
in certificate form be treated as Retained Shares.


n) "Rules" means the rules of this Plan as described in this document.


o) "Sale Date" means any date specified by the Company on which
Participants are permitted to sell Shares. Until otherwise determined
by the Company, Sale Dates shall occur on all dates on which Shares
are traded on the New York Stock Exchange.


p) "Savings Account" shall mean a Participant's individual savings
account established for the purpose of Share purchase under the Plan
by a financial institution selected by the Company or by the
Participant with the consent of the Company as the Company may
determine in its sole discretion.


q) "Share" means a share of the $1 par value common stock of the
Company.


r) "Subsidiary" means any corporation as to which the Company controls,
directly or indirectly, fifty percent (50%) or more of the combined
voting power of all classes of stock.


2. Shares Available
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a) The number of Shares which may be issued pursuant to the Plan shall
not exceed 500,000, subject to adjustment under Section 19. For this
purpose:


1) The number of Shares subject to offer as of an Offering Date
shall be counted against this maximum at the Offering Date.


2) If an offering is payable in cash only, the number of Shares
on which such amount of cash is based shall be deemed used at
the Offering Date.


3) Shares subject to offer that (in whole or part) expire,
terminate, are forfeited or otherwise become non-payable and
Shares that are recaptured by the Company in connection with a
forfeiture may be reused in new offerings to the extent of
such expiration, termination, forfeiture, non-payability or
recapture.


b) In its sole discretion, the Company may issue treasury shares or
authorized but unissued shares. No Shares shall be offered in
exchange for previous Share offers with Market Prices higher than
the Market Price of the Shares subject to


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the current offer, nor shall any offer be amended to reduce the
market price of the Shares under offer, nor shall any offer contain
a "reload" feature under which additional Shares are offered
automatically to Participants upon purchase of Shares under the
offer.


c) For purposes of satisfying its obligation to grant additional
Shares to a Participant pursuant to Section 11, the Company or the
Participant's Employer may uses Shares acquired from third parties
rather than treasury shares or authorized but unissued shares.


3. Participation
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a) An Eligible Employee shall become eligible to become a Participant as
of January 1 following his or her first day of employment; provided
that all Eligible Employees on the regular payroll for a particular
location on the fifteenth (15th) day of the calendar month preceding
inception of the Plan in that location shall be eligible to become
Participants at inception of the Plan in that location.


b) Enrollment in the Plan shall include at a minimum: (1) a payroll
deduction authorization specifying the amount or rate of Plan
contributions per pay period, (2) an agreement to be bound by all of
the applicable terms and conditions of the Plan, (3) designation of
the Participant's tax residence and citizenship, (4) an agreement
that information obtained in connection with the Participant's Plan
participation may be communicated outside the country in which he or
she is employed in furtherance of Plan purposes, (5) an authorization
for the Employer and the Company to receive information on all
transactions in the Participant's Savings Account for purposes of
verifying compliance with the Plan either from the financial
institution in which the Participant's Savings Account is maintained
or from the Participant directly as determined by the Company from
time to time and place to place, if so requested by the Company,
(6) if determined to be appropriate by the Company, an authorization
for the Employer to withdraw amounts from the Participant's Savings
Account on the Participant's instruction for the purpose of buying
Shares in accordance within the Plan; and (7) any other information
deemed necessary or desirable by the Company, all in such form as the
Company may require.


c) An individual shall cease to be a Participant when he or she is no
longer an Eligible Employee by reason of transfer, death, termination
of employment (including retirement) or termination of the Plan in
his or her location.


4. Savings Accounts
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a) The Company shall select a financial institution and a savings plan
offered by that institution in each country where an Employer has
Eligible Employees. A


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savings plan must be available to all Eligible Employees of all
Employers in each country, and provide a Savings Account for and
in the name of each Participant in the country; provided, if the
Company determines in its sole discretion that a suitable savings
plan is not available in a particular location, the Company may
authorize the use of individual Saving Accounts established by
affected Participants for this purpose. Each financial
institution or Participant must agree: (1) to provide the
Employer and the Company with statements of the Participant's
Savings Account transactions to verify compliance with Plan
rules; and (2) to comply with all legal requirements regarding
tax and other reporting matters with respect to the Participant's
Savings Account.


b) A Participant's Savings Account shall be funded solely by amounts
withheld from the Participant's Compensation at the Participant's
election pursuant to the Plan by means of payroll deduction or by
like means approved by the Company.


c) Withdrawals from a Participant's Savings Account may be made either:


1) by the Participant for any purpose at any time, in which case
the amount withdrawn may not be redeposited, or


2) by the Participant or by the Employer on the instructions of the
Participant for purchase of Shares in accordance with the Plan,
as determined by the Company in its sole discretion.


5. Plan Contributions
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Each Participant shall elect to contribute a percentage of Compensation
to be withheld from his or her pay for each pay period by his or her
Employer. The Company may impose a maximum on Participants' contributions
from time to time and place to place. The Participant may change the
percentage from time to time in accordance with procedures established by
the Company. A Participant's Plan contributions which are withheld by
payroll deduction shall be transferred by the Employer to the
Participant's Savings Account within a ...