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ANHEUSER-BUSCH
EXECUTIVE DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED AS OF MARCH 1, 2000)
Preamble
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Anheuser-Busch Companies, Inc. (the "Company") adopted the Anheuser-Busch
Executive Deferred Compensation Plan (the "Plan") for the purpose of
providing deferred compensation to a select group of management and highly
compensated employees, effective as of January 1, 1994. The Company reserved
to itself the right to amend the Plan. The Plan has been amended from time
to time. The Company deems it necessary and desirable to amend and restate
the Plan in its entirety as hereinafter set forth, effective March 1, 2000.
I. DEFINITIONS
Base Salary: The substantially equal amounts owed by a Participating
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Employer to an Employee on a regular periodic basis in exchange for services
rendered during a Year, regardless of when paid.
Bonus: Any amount awarded by a Participating Employer to an Employee
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for a Year under a bonus plan, regardless of when awarded or paid.
Company: Anheuser-Busch Companies, Inc.
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Effective Date: The original Effective Date was January 1, 1994.
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The Effective Date of this amendment and restatement of the Plan is
March 1, 2000.
Eligible Compensation: As to any Year, a Participant's Base Salary and
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Bonus for such Year. No payments under the Company's Supplemental Life
Insurance Program or any like program, taxable or non-taxable fringe
benefits, stock-related compensation, international service premiums or other
cash or in-kind compensation shall be taken into account as Eligible
Compensation.
Eligible Employee: With respect to any Year, an Employee who satisfies
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the requirements for participation in the Plan for the Year, as determined
pursuant to Section II.
Employee: A salaried common-law employee of a Participating Employer as
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determined from time to time. In no event shall any individual be classified
as an Employee while he or she is in any of the following categories:
(a) Independent contractors, including non-employee directors
of the Company and its subsidiaries.
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(b) Leased employees.
(c) Non-resident aliens.
(d) Collective bargaining unit members.
Participant: With respect to any Year, an Eligible Employee who elects
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to defer a portion of his or her Eligible Compensation for the Year or who so
elected with respect to an earlier Year as to which the entire amount
deferred and all interest accrued thereon have not been paid.
Participating Employer: The Company and any other business entity in
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which the Company has an equity interest of at least fifty percent (50%),
and which adopts this Plan, as determined from time to time.
Plan: Anheuser-Busch Executive Deferred Compensation Plan, the Plan set
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forth herein, as duly amended from time to time.
Related Employer: Each Participating Employer and each other legal
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entity as to which the Company has at least fifty percent (50%) of the voting
power.
Year: Each calendar year commencing on or after January 1, 1994.
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II. ELIGIBILITY
An Employee shall be an Eligible Employee for a Year only if the
sum of the Employee's annual rate of Base Salary as of October 1 of the
immediately preceding calendar year and the Employee's Bonus for the second
preceding calendar year exceeds $250,000, as adjusted for each Year after
1994 in accordance with the Company's budgeted internal merit increase factor
for that Year (hereinafter "$250,000 As Adjusted").
III. DEFERRAL ELECTIONS
3.01. Types of Election; Time of Election. Each Participant for a Year
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shall make the following elections in writing on a form provided
by the Company and delivered to the Company not later than the
Company may direct.
(a) The portion of the Participant's Eligible Compensation for
the Year that shall be deferred; however:
(i) The maximum portion of each installment of a
Participant's Base Salary subject to deferral election
hereunder shall be
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equal to a pro rata share of the portion of the
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Participant's Base Salary in excess of $250,000 As
Adjusted. If by reason of Sec. 3.04, an installment is
insufficient to support any deferral, no make-up
deferral shall be made from any future Base Salary
installment.
(ii) If a Participant's annual Base Salary rate is changed
during a Year, the amounts deferred prior to the date
of change shall not be changed. The maximum portion
of each installment that can be deferred after the
change shall be determined by: (i) adding (a) the
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Participant's actual Base Salary for the period before
the effective date of the change, and (b) the
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Participant's Base Salary rate per pay period on the
effective date of the change multiplied by the number
of pay periods remaining in the Year on the effective
date of the change; (ii) subtracting from the total
(a) $250,000 As Adjusted, and (b) the total amount
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deferred during the Year before the effective date of
the change; and (iii) dividing the remainder by the
number of pay periods remaining in the Year as of the
effective date of the change.
(iii) The maximum portion of a Participant's Bonus subject
to deferral election hereunder shall be equal to the
amount by which the Participant's Eligible
Compensation exceeds the sum of the portion of the
Participant's Base Salary deferred hereunder plus
$250,000 As Adjusted.
(iv) If any portion of a Participant's total compensation
from all Participating Employers for a Year would not
be deductible for the Year by any Participating
Employer under section 162(m) of the Internal Revenue
Code, the Participant may elect to defer an indefinite
amount equal to such non-deductible portion of the
Participant's compensation, and the Company may adopt
such special rules and procedures as it deems
appropriate to carry out such election.
(b) The period of deferral for amounts deferred during the Year,
which may be a definite period of five (5), ten (10),
fifteen (15) or twenty (20) Years including the Year of
deferral, or an indefinite period ending on termination of
the Participant's employment with all Related Employers,
subject to extension provided for in Secs. 3.01(e),
3.01(f) and 3.02 or acceleration as provided for in
Secs. 5.01(b), 5.05, 5.06 and 5.07.
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(c) The interest rates to be applied to amounts deferred during
the Year and to any previously deferred amounts as to which
a new election is required under Sec. 4.01.
(d) Whether payment of amounts deferred for the Year and
interest accrued thereon shall be made in a single sum, in
five (5) installments, or in ten (10) installments subject
to acceleration as provided for in Secs. 5.02(c), 5.05,
5.06 and 5.07.
(e) Whether payment of amounts deferred for the Year that become
due on account of termination of the Participant's
employment with all Related Employers shall begin as of the
first day of the calendar month following the termination or
the January 1 following the termination.
(f) Except as provided for in this Sec. 3.01(f), all elections
pursuant to this Sec. 3.01 shall be irrevocable.
Notwithstanding anything, a Participant may elect a longer
deferral period (not to exceed the period ending on
termination of employment as provided for in Sec. 3.01(b))or
a longer period for payment of installments for amounts
previously deferred under the Plan under Sec. 3.01(d) or the
later commencement date permitted in Sec. 3.01(e), provided
that such an election shall be of no force or effect unless
the Participant provides the Company with written notice of
the change at least one year prior to the date payment would
begin in the absence of such an election or termination of
the Participant's employment with all Related Employers,
whichever occurs first.
3.02. Special Rule for Non-deductible Amounts. Any amount otherwise
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payable under the Plan in a Year for which the Company determines that the
amount would not be deductible by any Participating Employer under section
162(m) of the Internal Revenue Code shall not be paid until such Year as the
Company determines that the amount has ceased to be non-deductible by any
Participating Employer under section 162(m) of the Internal Revenue Code. In
the case of any inconsistency between this Sec. 3.02 and any other provision
of the Plan, this Sec. 3.02 shall govern, except in the case of Sec. 5.06.
3.03. Termination of Deferrals on Termination of Employment. If a
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Participant's employment with all Participating Employers is terminated
before the end of a Year as to which the Participant elected to defer a
portion of Eligible Compensation under the Plan:
(a) Except for deferrals described in Sec. 3.01(a)(iv), all such
deferrals shall cease upon such termination of employment,
whether or not the Participant receives any amounts
otherwise classified as Eligible Compensation after such
termination, and
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(b) No portion of the Participant's Eligible Compensation
previously deferred during the Year shall be refunded to the
Participant, even though the Participant's total Eligible
Compensation for the Year may be less than $250,000 As
Adjusted.
3.04. Miscellaneous Limitations on Deferral. Notwithstanding Sec. 3.01,
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a Participant's deferral election for a Year shall be of no force or effect
to the extent that it requires deferral of: (i) any amounts the Participant
elects to contribute under the Anheuser-Busch Deferred Income Stock Purchase
and Savings Plan on either a before-tax or after-tax basis and the
Anheuser-Busch 401(k) Restoration Plan; (ii) any amounts the Participant
elects or is required to contribute under the Group Insurance Plan for Certain
Employees of Anheuser-Busch Companies, Inc., the Anheuser-Busch Dependent Care
Assistance Plan, the Anheuser-Busch Salaried Long-Term Disability Plan, or
any other welfare benefit plan maintained by any Participating Employer;
(iii) any payroll taxes, income taxes or any other taxes required to be
withheld from the Participant's compensation which is subject to such taxes
during the Year, including but not limited to FICA taxes and federal, state
and local income taxes required to be withheld on the Participant's wages for
the Year; and (iv) any amounts payable to a court or other individual or
entity by court order.
IV. ACCRUAL OF INTEREST
4.01. Participant Elections.
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(a) Before the beginning of each Year, the Company shall offer
one or more combinations of interest rates (hereinafter
"Rates") and time periods (hereinafter "Terms") which shall
apply to amounts deferred for the Year and to all prior
deferrals and interest accrued thereon as to which the
previous Terms expired on December 31 of the prior Year.
(b) The Rates and Terms for each Year shall be determined by the
Chief Financial Officer of the Company and shall correspond
generally to the borrowing rates and terms that will be
available to the Company for the Year on the basis of market
rates in effect prior to announcement to Eligible Employees
of the Rates and Terms for the Year.
(c) All Terms shall commence on a January 1 and expire on a
December 31. For example, if before January 1, 1995, a
Participant elects a combination of a 3-Year Term and a 3%
Rate for the amounts deferred by the Participant for 1995,
the 3% Rate shall apply to all amounts deferred for 1995
from the date of deferral through December 31, 1997.
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(d) The Terms elected by a Participant need not be limited to
the deferral period for the amount subject to the Term
elected. For example, a Participant may elect a 10-Year
Term for an amount the Participant has elected to be
distributed after 5 Years.
(e) Each Participant shall elect the Rate/Term combinations
which shall apply to amounts the Participant defers for the
Year and to the Participant's prior deferrals and interest
accrued thereon as to which the previous Terms expired on
December 31 of the prior Year. The Participant may make
separate elections regarding the Rate/Term combinations for
amounts the Participant defers for the Year and amounts
attributable to prior deferrals and interest accrued thereon
as to which the previous Terms expired on December 31 of the
prior Year.
4.02. Accrual of Interest during Deferral Period. Interest shall accrue
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on the amounts deferred by a Participant for each Year in accordance with the
Participant's elections from time to time as provided for in Sec. 4.01 until
payment becomes due with respect to such amounts pursuant to Section V.
4.03. Accrual of Interest on Installment Payments. If any amount is paid
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in installments pursuant to a Participant's election in accordance with
Sec. 3.01(d) or (f), interest shall accrue on any balance thereof remaining to
be paid in installments from time to time in accordance with the
Participant's elections from time to time as provided for in Sec. 4.01(e)
until payment is complete; provided, in the absence of an election by a
Participant in accordance with the foregoing, the Participant shall be deemed
to have elected the Rate in effect for the longest time period available as
of the due date of the election.
4.04. If Payment Is Delayed.
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(a) In the event payment of an amount due a Participant occurs
thirty (30) or fewer days after its due date, no interest
shall accrue during the period between the due date and the
date of payment.
(b) In the event payment of any amount due a Participant occurs
more than thirty (30) days after its due date, interest
shall accrue during the period between the due date and the
date of payment at an annual rate equal to the prime rate
published by The Boatmen's National Bank of St. Louis as of
the due date.
4.05. If Payment Is Accelerated. If payment of an amount due a
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Participant is accelerated for any reason, no interest shall accrue with
respect to the accelerated amount after the date scheduled for accelerated
payment, notwithstanding that the Participant previously elected a longer
term or a later payment date, except as provided for in Sec. 4.04(b).
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V. PAYMENTS TO PARTICIPANTS
5.01. Time Payment Begins.
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(a) Subject to the remaining provisions of this Section V,
payment of amounts deferred for a Year and interest accrued
thereon shall begin as of January 1 of the Year following
expiration of the deferral period the Participant elected
therefor in accordance with Sec. 3.01(b) or (f).
(b) Notwithstanding Sec. 5.01(a), payment of a Participant's
deferred amounts and interest thereon shall begin not later
than the first day of the calendar month following
termination of the Participant's employment with all Related
Employers on account of retirement, death or any reason or
the January 1 following the termination, as elected by the
Participant pursuant to Sec. 3.01(e) or (f).
5.02. Form of Payment.
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(a) If a Participant elects payment of any amount in a single
sum pursuant to Sec. 3.01(d), such single sum amount shall
be due and payable as of the date determined pursuant to
Sec. 5.01.
(b) If a Participant elects payment of any amount in five (5) or
ten (10) installments pursuant to Sec. 3.01(d) or (f), the
initial installment shall be paid as of the first day of the
calendar month following termination of the Participant's
employment with all Related Employers or as of the January 1
following the termination, as elected by the Participant
pursuant to Sec. 3.01(e) or (f), and the remaining four (4)
or nine (9) installments shall be paid as of January 1 of
the next four (4) or nine (9) calendar years.
(c) Notwithstanding Sec. 5.02(b): (i) if a Participant's
employment with all Related Employers terminates before age
fifty-five (55) for any reason other than the Participant's
death or disability, or (ii) if a Participant's termination
of employment with all Related Employers occurs before the
end of the Participant's first Year of deferral under the
Plan, the Company may determine that payment of the entire
amount then accrued for the benefit of the Participant under
the Plan shall be paid in a single sum, notwithstanding any
election by the Participant to the contrary.
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5.03. Set Off and Withholding.
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(a) Any amount then due and payable by the Company to any
Participant or the successor to any Participant under this
Plan may be offset by any amounts owed to any Related
Employer by the Participant and/or the successor for any
reason and in any capacity whatsoever, as the Company may
determine in its sole and absolute discretion.
(b) There shall be deducted from any amount payable under this
Plan all taxes required to be withheld by any federal, state
or local government. Participants and their beneficiaries
shall bear any and all federal, state, local and other
income taxes and other taxes imposed on amounts paid under
the Plan, whether or not withholding is required or carried
out in accordance with this provision.
5.04. Determination of Installment Amounts. If payment of a deferred
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amount occurs in installments, the amount of each installment shall be equal
to the deferred amount and accrued interest thereon remaining unpaid as of
the December 31 preceding payment, divided by the number of installments then
remaining to be paid. For example, with respect to a deferred amount that is
payable in five (5) installments, to determine the amount of the first
installment, divide the total amount of the deferral and accrued interest as
of the preceding December 31 by five (5); to determine the amount of the
second installment, divide the amount of the deferral and accrued interest
remaining to be paid as of the preceding December 31 by four (4), and so on.
5.05. Acceleration of Payment for Unforeseeable Emergency.
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(a) The Company may determine that payment of any portion of the
amount then accrued for the benefit of a Participant or
beneficiary under the Plan shall be accelerated on
application of the Participant or beneficiary on account of
and subject to reasonable proof of unforeseeable emergency
as provided for in this Sec. 5.05.
(b) For purposes of this Sec. 5.05, an unforeseeable emergency
is a severe financial hardship to the Participant or
beneficiary resulting from a sudden and unexpected illness
or accident of the Participant or beneficiary or of a
dependent (as defined in section 152(a) of the Internal
Revenue Code) of the Participant or beneficiary, loss of the
Participant's or beneficiary's property due to casualty, or
other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the
Participant or beneficiary. The circumstances that will
constitute an unforeseeable emergency will depend upon the
facts of each case, but, in any case, payment
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may not be made to the extent that such hardship is or may
be relieved--
(i) Through reimbursement or compensation by insurance or
otherwise,
(ii) By liquidation of the Participant's or beneficiary's
assets, to the extent the liquidation of such assets
would not itself cause severe financial hardship, or
(iii) By cessation of deferrals under this Plan or by
cessation of elective deferrals if and when possible
under any other deferred compensation plan for which
the Participant or beneficiary is eligible; provided
that a Participant shall not be permitted to cease
deferrals under this plan as of any date other than a
January 1.
Examples of what are not considered to be unforeseeable emergencies
include the need to send a Participant's or beneficiary's child to
college or the desire to purchase a home.
(c) Withdrawal of amounts because of an unforeseeable emergency
shall be permitted only to the extent reasonably needed to
satisfy the emergency need.
(d) All determinations under this Sec. 5.05 shall be made by an
Administrative Committee appointed pursuant to Sec. 6.01(c).
(e) Notwithstanding any other provision of this Sec. 5.05,
authorization of distribution on account of hardship under
the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan shall automatically terminate any deferral
election of the Participant then in force with respect to
Eligible Compensation and further deferrals under this Plan
shall not be permitted for a period of twelve (12) months.
5.06. Change in Control.
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(a) If a Change in Control (as defined in Sec. 5.06(b)) shall
occur, then, notwithstanding anything to the contrary
herein, the entire amount accrued on behalf of a Participant
under the Plan as of the Change in Control Date shall be
paid in a single sum within 30 days after the Change in
Control Date.
(b) For purposes of this Plan, a "Change in Control" shall
occur automatically if and when an "Acceleration Date"
occurs as defined
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in the Company's 1998 Incentive Stock Plan or if and when an
analogous change in control event occurs as defined in any
successor to such plan, and the Change in Control Date shall
be the Acceleration Date or analogous date as defined
therein.
(c) This Sec. 5.06 may be deleted or amended in any way pursuant
to Article VII at any time prior to a Change in Control.
Notwithstanding Article VII, following a Change in Control,
the provisions of this Sec. 5.06 cannot, after the Change in
Control Date, be amended in any manner without the written
consent of each individual who was a Participant immediately
prior to the Change in Control.
(d) Following a Change in Control, this Plan may continue in
effect, notwithstanding that payment of benefits shall have
been made under Sec. 5.06(a).
(e) If by reason of this Sec. 5.06 an excise or other special tax
("Excise Tax") is imposed 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.
5.07. General Right to Accelerate Payment. Notwithstanding Secs. 5.01
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and 5.02, the Company by its proper officers in its sole discretion may
direct current payment of all amounts that all Participants have elected to
defer pursuant to Sec. 3.01 and all interest then accrued thereon.
5.08. Payments After Death.
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(a) Except as otherwise provided in this Sec. 5.08, any amount
payable under this Plan as a result of or following the
death of a Participant shall be applied only for the benefit
of the beneficiary or beneficiaries designated by the
Participant pursuant to this Sec. 5.08. Each Participant
shall specifically designate, by name, on forms provided by
the Company, the beneficiary(ies) to whom any such amounts
shall be paid. A Participant may change or revoke a
beneficiary designation without the consent of the
beneficiary(ies) at any time by filing a new beneficiary
designation form with the Company. The filing of a new form
shall automatically revoke any forms previously filed with
the Company. A beneficiary designation form not properly
filed with the Company prior to the death of the Participant
shall have no validity under the Plan.
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(b) Any such designation shall be contingent on the designated
beneficiary surviving the Participant. If a designated
beneficiary survives the Participant but dies before
receiving the entire amount payable to the designated
beneficiary hereunder, the amount which would otherwise have
been so paid shall be paid to the estate of the deceased
beneficiary unless a contrary direction was made by the
Participant, in which case such direction shall control.
More than one beneficiary, and alternative or contingent
beneficiaries, may be designated, in which case the
Participant shall specify the shares, terms and conditions
upon which amounts shall be paid to such multiple or
alternative or contingent beneficiaries, all of which must
be satisfactory to the Company.
(c) If no beneficiary designation is on file with the Company at
the time of the Participant's death or no beneficiary
designated by the Participant survives the Participant, the
Participant's estate shall be deemed to be the beneficiary
designated to receive any amounts then remaining payable
under this Plan.
(d) In determining any question concerning a Participant's
beneficiary, the latest designation filed with the Company
shall control and intervening changes in circumstances shall
be ignored; provided, if a Participant's spouse is
designated as beneficiary but thereafter is divorced from
the Participant, such designation shall become invalid as of
the date of divorce unless the Participant files a
beneficiary designation form with the Company after the date
of divorce confirming designation of such former spouse as
beneficiary.
(e) Any check issued on or before the date of a Participant's
death shall remain payable to the Participant, whether or
not the check is received by the Participant prior to death.
Any check issued after the date of the Participant's death
shall be the property of the Participant's beneficiaries
determined in accordance with this Sec. 5.08.
(f) A Participant's election of payment in installments shall
not be altered by reason of the Participant's death.
5.09. All Payments to be Made by the Company. All payments due any
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Participant or beneficiary under this Plan shall be the sole responsibility
of the Company.
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VI. ADMINISTRATION
6.01. Administrative Duties of the Company.
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(a) The Company shall have sole responsibility for the
administration of the Plan.
(b) The Company shall administer the Plan in accordance with its
terms and shall have all powers necessary to carry out the
provisions of the Plan. The Company shall interpret the
Plan; shall determine all questions arising in the
administration, interpretation, and application of the Plan;
and shall construe any ambiguity, supply any omission, and
reconcile any inconsistency in such manner and to such
extent as the Company deems proper. Any interpretation or
construction placed upon any term or provision of the Plan
by the Company, any decisions and determinations of the
Company arising under the Plan, including without limiting
the generality of the foregoing: (i) the eligibility of any
individual to become or remain a Participant and a
Participant's status as such, and Eligible Compensation for
any Year; (ii) the time, method and amounts of payments
payable under the Plan; (iii) the rights of Participants;
and any other action or determination or decision whatsoever
taken or made by the Company in good faith shall be final,
conclusive, and binding upon all persons concerned,
including, but not limited to, the Company, all
Participating Employers and all Participants and
beneficiaries.
(c) The Chief Financial Officer of the Company shall appoint
one or more Employees to carry out the Company's duties
hereunder.
(d) The Company may employ accountants, counsel, specialists,
and other persons necessary to help carry out its duties and
responsibilities under the Plan. The Company or any
appointee shall be entitled to rely conclusively upon any
opinions or reports which shall be furnished to it or him by
such accountants, counsel, specialists, and other persons.
(e) No Employee shall participate in determining his or her own
entitlement under the Plan.
6.02. Claims Procedures.
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(a) The Company shall make all decisions and determinations
respecting the right of any person to a payment under the
Plan.
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(b) The following procedure shall be followed with respect to
claims under the Plan:
(i) Any claimant who believes he or she is entitled to a
benefit under this Plan shall submit a claim for such
benefit in writing to the Company.
(ii) Any decision by the Company denying a claim in whole
or in part shall be stated in writing by the Company
and delivered or mailed to the claimant within ninety
(90) days after receipt of the claim by the Company
unless special circumstances require an extension of
time for processing, but in any event within one
hundred eighty (180) days after such receipt. If such
an extension of time is taken, the Company shall
inform the claimant of the delay in writing before the
expiration of the initial ninety (90) day period,
including the reasons therefor and the date by which
the Company expects to render a decision. Any
decision denying a claim shall set forth the specific
reasons for the denial with specific references to
Plan provisions on which the denial is based, a
description of any additional material or information
necessary to perfect the claim and the reasons
therefor, and an explanation of the Plan's claim
review procedure as provided for in Sec. 6.02(b)(iii),
all written in a manner calculated to be understood by
the claimant. If the Company does not notify the
claimant of denial of the claim or the need for an
extension of time within the initial ninety (90) day
period, the claim shall be deemed denied.
(iii) If a claim is denied in whole or in part, the claimant
or his or her duly authorized representative may
request a review by the Company of the decision upon
written application to the Company within sixty (60)
days after notification of the decision. The claimant
or his or her duly authorized representative may
review pertinent documents and submit issues and
comments in writing. The Company shall make its
decision on review not later than sixty (60) days
after receipt of the request for review unless special
circumstances require an extension of time for
processing, in which case its decision shall be
rendered as soon as possible, but not later than one
hundred twenty (120) days after receipt of the request
for review. If such an extension of time is taken,
the Company shall inform the claimant of the delay in
writing before the expiration of the initial sixty
(60) day period. The decision on review shall be in
writing and shall include specific reasons for the
decision, written in
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a manner calculated to be understood by the claimant
and specific references to the pertinent plan
provisions on which the decision is based. If the
Company does not notify the claimant of its decision
on review within the period herein provided for, the
claim shall be deemed denied on review.
(c) The Company may adopt such rules as it deems necessary,
desirable, or appropriate to carry out its duties under
this Sec. 6.02. All rules, decisions and determinations of
the Company under this Sec. 6.02 shall be uniformly and
consistently applied. Any action or determination or
decision whatsoever taken or made by the Company under this
Sec. 6.02 in good faith shall be final, conclusive, and
binding upon all persons concerned, including, but not
limited to, the Company, all Participating Employers and
all Participants and beneficiaries.
(d) The procedure provided for in this Sec. 6.02 shall be the
sole, exclusive and mandatory procedure for resolving any
dispute under this Plan; provided, that if a Participant
wishes to make a valid legal challenge to the Company's
determination and he has entered into an agreement with the
Company to arbitrate disputes arising from his employment
with the Company, such legal challenge shall be resolved
pursuant to the arbitration procedures in that agreement and
the Participant's burden of proof in any arbitration shall
be the same as if the dispute were tried in a court
proceeding.
(e) Notwithstanding the foregoing, upon a Change in Control as
defined in Sec. 5.06, Section (d) shall not apply.
6.03. Books and Records.
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(a) The Company shall keep such books, records, and other data
as it deems necessary for proper administration of the Plan,
including but not limited to records of each Participant's
Eligible Compensation, elections, deferred amounts, Rates
and Terms, interest accrued, amounts payable to each
Participant from time to time, and amounts paid to each
Participant or beneficiary from time to time.
(b) The records of the Company shall be conclusive on all
persons unless proved incorrect to the satisfaction of the
Company.
(c) The Company shall comply with all reporting and disclosure
requirements of the law and shall maintain all records
required by law.
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6.04. Notices.
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(a) Any notice from the Company to any Participant shall be in
writing and shall be given by delivery to the Participant,
or by mailing to the last known residence address of the
Participant. Any notice from a Participant to the Company
shall be in writing and shall be given by delivery to the
Pension Department of the Company at the Company's
headquarters, except as otherwise designated by the Company.
Notices shall be effective on the date of actual delivery.
(b) Each Participant shall furnish all information, including
post office address and each change of post office address,
proofs, receipts and releases, as may be required by the
Company.
(c) Any communication, statement or notice addressed to any
individual at the last post office address filed with the
Company shall be binding for all purposes of the Plan, and
the Company shall not be obligated to search for or
ascertain the whereabouts of any such individual.
(d) Except as provided in Section III, any notice required by
the Plan may be waived by the Company or any Participant.
VII. AMENDMENT AND TERMINATION
The Chief Financial Officer of the Company shall have authority to amend
or terminate the Plan on behalf of the Company in his sole discretion at any
time, except as follows:
(a) Amendments that provide for substantial increases in
benefits shall require approval by the Compensation
Committee of the Board of Directors of the Company.
(b) No amendment shall reduce the amount accrued for the benefit
of a Participant immediately prior to the effective date of
the amendment.
(c) No amendment shall reduce any Rate elected by a Participant
before expiration of the Term provided therefor when the
election was made unless the amount governed by the Rate and
Term is distributed to the Participant in connection with
termination of the Plan or otherwise pursuant to the Plan.
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VIII. PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY
8.01. Adoption. A Participating Employer other than the Company shall
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adopt this Plan by written instrument executed by its proper officers,
subject to the written approval of the Company. Adoption of the Plan by a
Participating Employer shall constitute automatic delegation of all rights
and duties it might otherwise reserve to itself under the Plan to the
Company, including full authority to amend or terminate the Plan.
8.02. Withdrawal. A Participating Employer shall automatically withdraw
----------
from the Plan if and when the Company ceases to have an equity interest of at
least fifty percent (50%) without the execution of any other instrument. A
Participating Employer may voluntarily withdraw from the Plan on not less
than thirty (30) days' written notice from its proper officers.
8.03. Succession. In the event of dissolution, merger, consolidation,
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or spin-off involving a Participating Employer, the entity surviving the
transaction shall succeed to the rights and duties of the affected
Participating Employer without the execution of any other instrument.
IX. MISCELLANEOUS
9.01. Company's Obligations Unsecured. It is the intention of the
-------------------------------
Company and all Participants that the Plan shall be unfunded for tax purposes
and for purposes of Title I of the Employee Retirement Income Security Act of
1974, as amended from time to time. Amounts payable to Participants under
this Plan shall be paid solely from the general assets of the Company as they
come due from time to time. No Participant and no successor of any
Participant shall have any property interest whatsoever in any asset of the
Company on account of participation in this Plan. Participants' rights under
this Plan shall be no greater than the right of an unsecured general creditor
of the Company. Nothing in this Plan shall require the Company to invest
any amount in any asset or type of asset.
9.02. No Alienation. Except as required by law, amounts payable under
-------------
this Plan shall not be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, charge, garnishment,
execution, or levy of any kind, either voluntary or involuntary; any attempt
to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or
otherwise dispose of any right to payment hereunder shall be void, and the
Company shall not in any manner be liable for, or subject to, the debts,
contracts, liabilities, engagements or torts of any Participant or other
person.
9.03. No Waiver of Rights. Except as provided for in Sec. 6.02, no
-------------------
failure or delay by the Company or any Participant to exercise any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.
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9.04. Severability. The invalidity of any particular clause, provision
------------
or covenant herein shall not invalidate all or any part of the remainder of
this Plan, but such remainder shall be and remain valid in all respects as
fully as the law will permit.
9.05. Legal Expenses. In any proceeding to enforce rights and
--------------
obligations hereunder, the unsuccessful party shall pay the successful party
an amount equal to all reasonable out-of-pocket expenses (including
reasonable legal expenses and court costs) incurred by the successful party.
9.06. Presumption of Competence. Every person receiving or claiming
-------------------------
amounts payable under this Plan shall be conclusively presumed to be mentally
competent and of legal age unless and until the Company receives proof
satisfactory to the Company that the person is incompetent or is a minor or
that a guardian or other person legally vested with the care of the person's
estate has been appointed.
9.07. Facility of Payment. If any amount is payable hereunder to a
-------------------
minor or other person under legal disability or otherwise incapable of
managing his or her own affairs, as determined by the Company in its sole
discretion, payment thereof shall be made in one (or any combination) of the
following ways, as the Company shall determine in its sole discretion:
(i) Directly to said minor or other person;
(ii) To a custodian for said minor or other person (whether
designated by the Company or any other person) under
the Missouri Transfers to Minors Law, the Missouri
Personal Custodian Law or a similar law of any other
jurisdiction;
(iii) To the conservator of the estate of said minor or
other person; or
(iv) To some relative or friend of such minor or other
person for the support, welfare or education of such
minor or other person.
The Company shall not be required to see to the application of any payment so
made, and payment to the person determined by the Company shall fully
discharge the Company from any further accountability or responsibility with
respect to the amount so paid.
9.08. No Guarantee of Employment or Compensation. No provision of this
------------------------------------------
Plan shall restrict any Related Employer from discharging a Participant from
employment or restrict any Participant from resigning from employment with
any Related Employer. No provision of this Plan shall restrict any Related
Employer from increasing or decreasing the compensation of any Employee.
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9.09. Plan Provisions Binding. The provisions of the Plan shall be
-----------------------
binding upon the Company, all Participating Employers and all persons
entitled to benefits under the Plan and their respective successors, heirs
and legal representatives.
9.10. Rules of Interpretation. Words of gender shall include persons
-----------------------
and entities of any gender, the plural shall include the singular, and the
singular shall include the plural. Captions are intended to assist in
reference and shall not be interpreted as part of the Plan.
9.11. Missouri Law Controls. Subject to the applicable provisions of
---------------------
the Employee Retirement Income Security Act of 1974 which provide to the
contrary, this Plan shall be administered, construed, and enforced according
to the laws of the State of Missouri (other than choice of law) and in Courts
situated in that State.
9.12. Counterparts. This Plan may be executed in two or more
------------
counterparts, any one of which shall constitute an original without reference
to the others.
IN WITNESS WHEREOF, Anheuser-Busch Companies, Inc. executed this amended
and restated Plan this 9th day of March, 2000, effective as of the 1st day of
March, 2000.
ANHEUSER-BUSCH COMPANIES, INC.
By /s/ W. Randolph Baker
--------------------------
W. Randolph Baker
Chief Financial Officer
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ANHEUSER-BUSCH
EXECUTIVE DEFERRED COMPENSATION PLAN
Amended and Restated as of March 1, 2000
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TABLE OF CONTENTS
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Preamble 1
- --------
I. DEFINITIONS 1
Base Salary 1
Bonus 1
Company 1
Effective Date 1
Eligible Compensation 1
Eligible Employee 1
Employee 1
Participant 2
Participating Employer 2
Plan 2
Related Employer 2
Year 2
II. ELIGIBILITY 2
III. DEFERRAL ELECTIONS 2
3.01. Types of Election; Time of Election 2
3.02. Special Rule for Non-deductible Amounts 4
3.03. Termination of Deferrals on Termination of Employment 4
3.04. Miscellaneous Limitations on Deferral 5
IV. ACCRUAL OF INTEREST 5
4.01. Participant Elections 5
4.02. Accrual of Interest during Deferral Period 6
4.03. Accrual of Interest on Installment Payments 6
4.04. If Payment Is Delayed 6
4.05. If Payment Is Accelerated 6
V. PAYMENTS TO PARTICIPANTS 7
5.01. Time Payment Begins 7
5.02. Form of Payment 7
5.03. Set Off and Withholding 8
5.04. Determination of Installment Amounts 8
5.05. Acceleration of Payment for Unforeseeable Emergency 8
5.06. Change in Control 9
5.07. General Right to Accelerate Payment 10
5.08. Payments After Death 10
5.09. All Payments to be Made by the Company 11
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VI. ADMINISTRATION 12
6.01. Administrative Duties of the Company 12
6.02. Claims Procedures 12
6.03. Books and Records 14
6.04. Notices 15
VII. AMENDMENT AND TERMINATION 15
VIII. PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY 16
8.01. Adoption 16
8.02. Withdrawal 16
8.03. Succession 16
IX. MISCELLANEOUS 16
9.01. Company's Obligations Unsecured 16
9.02. No Alienation 16
9.03. No Waiver of Rights 16
9.04. Severability 17
9.05. Legal Expenses 17
9.06. Presumption of Competence 17
9.07. Facility of Payment 17
9.08. No Guarantee of Employment or Compensation 17
9.09. Plan Provisions Binding 18
9.10. Rules of Interpretation 18
9.11. Missouri Law Controls 18
9.12. Counterparts 18
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