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FOURTH AMENDMENT TO THE ANHEUSER-BUSCH
DEFERRED INCOME STOCK PURCHASE & SAVINGS PLAN
AS AMENDED AND RESTATED EFFECTIVE APRIL 1, 1996
Effective as of April 1, 1996, Anheuser-Busch Companies, Inc. (the "Company")
amended and restated the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan ("the Plan") and has subsequently amended the Plan three times.
The Company reserved the right to further amend the Plan from time to time
and hereby amends the Plan effective April 1, 1999 unless expressly noted
otherwise as follows:
1. Effective July 1, 1999, Section 2.17 is amended to read as follows:
2.17 "Employee". An individual classified as a direct employee on the
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books and records of a Participating Employer and employed in any
capacity other than
(a) A person employed outside the United States or Puerto Rico,
except that persons who are employed outside the United
States whose Base Pay is paid through the United States
salaried payroll shall be considered "Employees" unless
excluded from participation in the Plan by individual
agreement, requirements of law or practical impediment as
determined by the Committee.
(b) A person employed in a branch operation of Wholesaler Equity
Development Corporation; or
(c) A person employed by a Participating Employer to replace
a collective bargaining unit employee during a work
stoppage, even if such person was a former Employee or
Participant.
An individual who is not classified as a direct employee on the
books and records of a Participating Employer, but who for some
other purpose is found or deemed to be an employee, shall not be
an "Employee" for purposes of this Plan notwithstanding such
finding or determination.
2. Section 2.26 is amended effective October 1, 1998, by adding a
subsection (j) as follows:
(j) In determining the Hours of Service of any individual employed by
Anheuser-Busch, Inc. as of October 1, 1998, hours of service with M&R
Advertising Warehouse, Inc. shall be considered Hours of Service in
accordance with this Section. This provision shall be effective for
purposes of both Article III and Article XI.
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3. Sections 6.1, 6.2 and 6.3 of the Plan are amended to read in their
entirety as follows:
6.1 Required Contributions. (a) Each Participating Employer shall
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contribute, as its share of Company Matching Contributions, for
each Plan Year (or portion thereof) of its participation in this
Plan, either directly or indirectly by way of (i) release of
available Unallocated Shares having an equivalent value, or (ii)
the access or use of any funds held in the ESOP Loan Payment
Accumulation Account, the "formula amount", less the aggregate
amount of forfeitures attributable to Participants employed by it.
The "formula amount" is that amount determined by multiplying (i)
the total amount of matched Personal Contributions actually
deferred or withheld during such period from the Base Pay of all
Participants employed by such Participating Employer, by (ii) the
contribution rate in effect for such period.
(b) Each Participating Employer shall also contribute, directly
or indirectly by way of (i) release of available Unallocated
Shares having an equivalent value, or (ii) the access or use
of any funds held in the ESOP Loan Payment Accumulation
Account, for each Plan Year (or portion thereof) of its
participation in this Plan, its proportionate share of any
Supplemental Contribution for any Plan Year. Supplemental
Contributions shall be determined by the Committee under
Section 6.3. Supplemental Contributions shall equal the
greater of the Adjusted Tentative Supplement Contribution or
the value of all shares required to be, but not yet released
from this Plan's ESOP Loan Suspense Account for a Plan Year.
Section 6.3 describes the method for calculating the
Supplemental Contribution.
(c) If so directed by the Company from time to time, each
Participating Employer shall also contribute for each Plan
Year (or portion thereof) of its participation in this Plan,
either directly or indirectly by access or use of any funds
held in the ESOP Loan Payment Accumulation Account, its
proportionate share of the amount, if any, by which
dividends transferred to the ESOP Loan Payment Accumulation
Account for such year exceeds the value of Shares available
for release from the ESOP Loan Suspense Account in
connection with such transfer.
(d) If so directed by the Company from time to time, each
Participating Employer shall make its proportionate share of
any additional contributions determined by the Company, in
its absolute discretion.
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(e) For purposes of Sections 6.1 and 6.3, the value of such
Shares released from the ESOP Loan Suspense Account shall be
the Closing Price on the last trading day prior to the date
of release or such other date as may be determined by the
Committee for this purpose.
6.2 Contribution Rate for Company Matching Contributions. The
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contribution rate for Company Matching Contributions is a decimal
fraction, expressed to two places, determined by the Committee
prior to the beginning of each Plan Year, which shall not change
during a Plan Year. Such contribution rate shall be established
by adding .10 to the quotient resulting from dividing (a) by (b)
where (a) is the Income from Continuing Operations as shown in the
Consolidated Statement of Income in the Company's annual report
for the Company Year most recently ended, and (b) is the
"Employee-Related Costs" taken from "Management's Discussion and
Analysis of Operations and Financial Condition" in the Company's
annual report for such Company Year, but shall never be less than
.3333 nor more than 1.0.
6.3 Determination of Supplemental Contribution. (a) As soon as
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practicable on or after the last Processing Period of each Plan
Year, the Committee shall determine the amount of the Supplemental
Contribution, if any, for such Plan Year. The Supplemental
Contribution for this Plan shall be an amount equal to the greater
of (a) or (b) where (a) is the Adjusted Tentative Supplemental
Contribution and (b) is the value of all shares required to be,
but not yet released from the ESOP Loan Suspense Account for the
Plan Year. Such value shall be determined using the Closing Price
as of the last trading day of the last Processing Period of the
Plan Year.
The Tentative Supplemental Contribution shall be computed as
follows: first, the average Closing Price of Shares released from
the ESOP Loan Suspense Account for the Plan Year for this Plan and
each Related Plan shall be determined. Second, the ESOP Share
Cost of such released Shares shall be increased by (i) five
percent (5%) for the first Plan Year, and (ii) ten percent (10%)
compounded annually for each full Plan Year which has elapsed
since the ESOP Loan proceeds were received by the Trustee, or for
any Plan Year, such other percentage as may be determined by the
Committee from time to time. (For partial years, a proportional
part of the applicable percentage increase shall be used based on
the number of full months in the Plan Year during which the ESOP
Loan is outstanding). The ESOP Share Cost so increased shall be
referred to as the Hurdle ESOP Share Price for such Plan Year. If
the average Closing Price of the shares released from the ESOP
Loan Suspense Account for the Plan Year is equal to or less than
the Hurdle ESOP Share Price for the Plan Year, there shall be no
Tentative
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Supplemental Contribution for such Year. If such average Closing
Price is greater than the Hurdle ESOP Share Price for the Plan
Year, the difference shall be computed and multiplied by the
number of Shares actually released from the ESOP Loan Suspense
Account for this Plan and each Related Plan during the Plan Year.
The figure so obtained shall be apportioned among this plan and
the Related Plans based on the ratio that the aggregate formula
amount (as defined in Section 6.1(a)) of each plan attributable to
those Participants eligible to have a Supplemental Contribution
allocated to their Accounts for such Plan Year bears to the
combined aggregate formula amount of all plans attributable to
those Participants eligible to have a Supplemental Contribution
allocated to their Accounts for such Plan Year, and the portion
allocated to this Plan shall be this Plan's Tentative Supplemental
Contribution for the Plan Year. If there is more than one ESOP
Loan outstanding for any Plan Year, the Tentative Supplemental
Contribution shall be the sum of the amounts computed under this
Section with respect to the Shares in the separate ESOP Loan
Suspense Accounts. This Plan's Tentative Supplemental
Contribution shall then be reduced by the amount of this Plan's
"Carryover Amount", if any, for the Plan Year. The resulting
amount shall be this Plan's Adjusted Tentative Supplemental
Contribution.
(b) For purposes of this Section, the "Carryover Amount" shall
be equal to the excess, if any, of (i) the total
Supplemental Contributions of this Plan for all prior Plan
Years (without regard to forfeitures) over (ii) the total
Tentative Supplemental Contributions of this Plan for all
prior Plan Years (without regard to forfeitures).
(c) For purposes of this Section, the "ESOP Share Cost" shall
be the average price at which the Trustee acquires Shares
with the proceeds of an ESOP Loan. For each ESOP Loan
entered into by the Trustee there shall be a separate ESOP
Share Cost which shall be uniform for each Share acquired
with the proceeds of such loan.
4. Section 6.5 of the Plan is amended to read in its entirety as follows:
6.5. Allocation to Participants' Accounts. (a) Company Matching
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Contributions shall be allocated to the Accounts of Participants
as of the end of each Processing Period in accordance with the
contribution rate in effect for the Plan Year in which such
Processing Period falls. Thus, if the contribution rate for a
Plan Year is .3500, each Participant shall have allocated to such
Participant's Account from the Company Matching Contributions for
any Processing Period of such Plan Year an amount equal to
thirty-five percent of such Participant's matched Personal
Contributions actually withheld during such Processing Period.
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(b) Supplemental Contributions for each Participant shall be
determined as of the end of the last Processing Period of
each Plan Year in accordance with the ratio that the sum of
the individual Participant's Company Matching Contributions
allocated (and not then forfeited) for such Plan Year bears
to the total Company Matching Contributions allocated (and
not then forfeited) for such Plan Year. In order to receive
a Supplemental Contribution allocation for a Plan Year, a
Participant (or the Participant's Beneficiary) must have an
existing Account balance in the Plan as of the last day of
the last Processing Period of such Plan Year. Supplemental
Contributions shall be allocated to eligible Participant
Accounts when the contributions are delivered to the Trustee
in accordance with Section 6.4. Notwithstanding anything to
the contrary in this Plan, no Supplemental Contribution
shall be allocated to the Account of an alternate payee
under a qualified domestic relations order (as described in
Section 414(p) of the Code) unless otherwise specifically
required under such order.
5. Section 8.4 of the Plan is amended to read in its entirety as follows:
8.4 Release from ESOP Loan Suspense Account. Each year a number of
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Shares shall be released from the ESOP Loan Suspense Account.
Such number shall be determined as follows: the number of Shares
held in the ESOP Loan Suspense Account at the beginning of the
applicable Plan Year shall be multiplied by a fraction, the
numerator of which shall be the amount of principal and interest
due under the loan amortization payment schedule for the current
Plan Year, and the denominator shall be the numerator plus the
principal and interest to be paid on the loan amortization payment
schedule for all future Plan Years. Unless otherwise determined
by the Committee, a substantially equal number of Shares shall be
released from the ESOP Loan Suspense Account for each calendar
quarter during the Plan Year. Such Shares shall be deemed
acquired by the Company Stock Fund at the Closing Price on the
last trading day prior to the date of release or such other date
as may be determined by the Committee for this purpose. In
connection with such releases, it is intended that the Trustee
will transfer funds to the ESOP Loan Payment Accumulation Account
for each Processing Period equal to the total value of Shares
released from the ESOP Loan Suspense Account for such Processing
Period but only to the extent necessary to accumulate sufficient
funds for ESOP loan repayment, unless otherwise determined by the
Committee. Such transferred funds shall represent Company
Contributions, Personal Contributions and dividends that are
required to be invested in the Company Stock Fund and allocated to
the Accounts of Participants.
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6. Section 15.1 of the Plan is amended by deleting subsection (k) and
renaming the remaining subsections (k), (l) and (m).
IN WITNESS WHEREOF, the Company has executed this Amendment effective as
stated herein.
Anheuser-Busch Companies, Inc.
By: /s/ William L. Rammes
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William L. Rammes
Vice-President-Human Resources
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