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EX-10.3
SECOND AMENDMENT TO ANHEUSER-BUSCH COMPANIES, INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(AS AMENDED AND RESTATED FEBRUARY 22, 1989)
The Anheuser-Busch Companies, Inc. Deferred Compensation Plan for
Non-Employee Directors (as amended and restated February 22,
1989) (the "Plan") hereby is amended as follows:
1. By adding the following subsection (jj) to section 1 in
appropriate alphabetical order:
(jj) "Prime Rate" - The annual prime interest rate
charged on commercial loans by The Boatmen's National
Bank of St. Louis.
2. By deleting section 3 in its entirety and substituting
the following therefor:
3. Elections under the Plan
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(a) Each Non-Employee Director who desires to
participate in the Plan for a calendar year shall
execute and deliver to the Secretary an appropriate
election form designating the portion of Compensation
for the calendar year to be deferred and the account(s)
to which it is to be credited before the beginning of
the calendar year. Failure to execute and deliver such
a form before the beginning of a calendar year shall
cause termination of any existing election to defer
Compensation then in force, effective as of January 1
of the calendar year, subject to resumption of the Non-
Employee Director's election to defer future
Compensation as of the first day of any succeeding
calendar month pursuant to section 3(c).
(b) (1) Each Non-Employee Director for whom any
Cash Account is maintained at any time during a
calendar year shall execute and deliver to the
Secretary an appropriate election form designating the
Rate/Term combinations which shall apply to the amounts
in the Non-Employee Director's Cash Accounts as
provided for in section 5(d) for the calendar year.
(2) If a Non-Employee Director executes and
delivers such a form before the beginning of a calendar
year, it shall become effective as of January 1 of such
calendar year. If a Non-Employee Director does not
execute and deliver such a form before the beginning of
a calendar year, the Non-Employee Director shall make
such an election in connection with the Non-Employee
Director's next election pursuant to section 3(a) or
3(c), whichever applies.
(c) In addition to the elections provided for in
sections 3(a) and (b), each Non-Employee Director may
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from time to time execute and deliver to the Secretary
an appropriate election form designating the portion of
future Compensation to be deferred and the account(s)
to which it is to be credited and the time and form of
payment of Deferred Amounts attributable to such future
Compensation.
(d) (1) Any election under this section 3 shall
be applicable on and after the first day of the month
next following the month in which the election form is
received by the Secretary.
(2) The receipt by the Secretary of a new
election form shall constitute a revocation of any
previously filed inconsistent form as to future
Compensation, provided that a Non-Employee Director
shall not be able to change the elections provided for
in section 3(b) for a calendar year before the later of
the first day of the following calendar year or the
expiration of the fixed Term, if any, the Non-Employee
Director chose for any Deferred Amounts subject to the
election.
(3) No revocation of a prior election under
the Plan shall be effective with respect to any
Deferred Amount credited before the first day of the
month next following the month in which notice of the
revocation is received by the Secretary.
3. By deleting section 5 in its entirety and substituting
the following therefor:
5. Cash Account
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(a) Each Cash Account shall consist of the
Deferred Amount credited under a specific election to
defer.
(b) Crediting of interest on Deferred Amounts in
a Non-Employee Director's Cash Accounts shall be
governed by this section 5.
(c) (1) Before the beginning of each calendar
year, the Company shall offer one or more combinations
of interest rates (hereinafter "Rates") and time
periods (hereinafter "Terms") which shall apply to
Compensation allocated to Non-Employee Directors' Cash
Accounts for the calendar year, to all Deferred Amounts
allocated to the Non-Employee Director's Cash Accounts
in prior calendar years which were subject to the Prime
Rate as of the prior December 31, and to other Deferred
Amounts allocated to the Non-Employee Director's Cash
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Accounts as to which the previous Terms expired on
December 31 of the prior calendar year.
(2) The fixed Rates and Terms for each
calendar year shall be determined by the Chief
Financial Officer of the Company and shall be identical
to the Rates and Terms available for the calendar year
under the Anheuser-Busch Executive Deferred
Compensation Plan.
(3) All fixed Terms shall commence on a
January 1 and expire on a December 31, provided that a
Non-Employee Director's election of a fixed Rate after
the first day of a calendar year shall not apply to any
Deferred Amounts until the effective date of the
election. For example: (i) if before January 1, 1995,
a Non-Employee Director elects a combination of a 3-
year Term and a 3% Rate for 1995, the 3% Rate shall
apply to affected Deferred Amounts from January 1, 1995
through December 31, 1997; (ii) if a Non-Employee
Director elects a combination of a 3-year Term and a 3%
Rate as of April 1, 1995, the 3% Rate shall apply to
affected Deferred Amounts from April 1, 1995 through
December 31, 1997.
(4) The fixed Terms elected by a Non-
Employee Director need not be limited to the deferral
period for the amount subject to the Term elected. For
example, a Non-Employee Director may elect a 10-year
Term for an amount that will become payable after 5
calendar years.
(5) In addition to any fixed Rate/Term
combinations provided for in this section 5(c), the
Prime Rate shall be offered to Non-Employee Directors
for each calendar year. Deferred Amounts subject to
the Prime Rate shall be credited as of the end of each
calendar quarter with an amount equal to the product of
one-fourth of the Prime Rate in force at the end of
that calendar quarter, multiplied by the average daily
balance of such Deferred Amounts for that calendar
quarter.
(d) (1) Each Non-Employee Director shall elect
among the Rate/Term combinations available under
section 5(c) which shall apply to the Non-Employee
Director's Compensation allocated to the Non-Employee
Director's Cash Accounts for the calendar year, to all
Deferred Amounts allocated to the Non-Employee
Director's Cash Accounts in prior calendar years which
were subject to the Prime Rate as of the prior December
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31, and to other Deferred Amounts allocated to the Non-
Employee Director's Cash Accounts in prior calendar
years as to which the previous Terms expired on
December 31 of the prior calendar year.
(2) The number of Rate/Term combinations a Non-
Employee Director may select for a calendar year shall not
exceed the number of Rate/Term combinations a participant
may select under the Anheuser-Busch Executive Deferred
Compensation Plan for the same calendar year.
(3) If a Non-Employee Director does not execute
and deliver the appropriate election form before the
beginning of a calendar year, the Non-Employee Director
shall be deemed to have elected that any amounts subject to
such an election as of the beginning of the calendar year be
credited with the Prime Rate from January 1 of the calendar
year until the effective date of the Non-Employee Director's
next such election.
(e) Interest shall accrue on the Deferred Amounts
of a Non-Employee Director for each calendar year in
accordance with the Non-Employee Director's elections
as provided for in this section 5 until payment becomes
due with respect to such amounts.
(f) If any Cash Account is paid in installments
pursuant to a Non-Employee Director's election,
interest shall accrue on any balance thereof remaining
to be paid in installments from time to time at the
Rate in effect with respect to such Cash Account on the
day prior to the due date of the first installment.
This Second Amendment shall be effective from and after
January 1, 1994.
IN WITNESS WHEREOF, Anheuser-Busch Companies, Inc. has caused
this Amendment to be executed this 22d day of December, 1993.
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ANHEUSER-BUSCH COMPANIES, INC.
By s/JERRY E. RITTER
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Executive Vice President,
Chief Financial and
Administrative Officer
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