Deferred Compensation Plan for Non-Employee Directors - Anheuser-Busch Companies Inc.
ANHEUSER-BUSCH COMPANIES, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS -------------------------- The Deferred Compensation Plan For Non-Employee Directors, originally effective June 24, 1981, and amended and restated effective July 24, 1981 and April 2, 1987 is hereby amended and restated in its entirety: 1. Definitions ----------- (a) "Board" - the Board of Directors of the Company, including any Advisory Director or Director Emeritus. (b) "Cash Account" - each account being administered for the benefit of a Participant pursuant to section 5 below. (c) "Company" - Anheuser-Busch Companies, Inc. (d) "Compensation" - any retainer, meeting and committee fees, or any similar fee to which a Non-Employee Director is entitled for services performed. (e) "Credited Shares" - the shares of the Company's common stock which, for accounting purposes only, are to be credited to a Participant's Share Account from time to time. At no time shall Credited Shares be considered as actual shares of common stock and a Participant shall have no rights as a stockholder with respect to the Credited Shares. (f) "Deferred Amount" - Compensation deferred by a Participant under the Plan together with all interest, dividends or other amounts credited to a Participant's account(s) pursuant to the provisions of the Plan. (g) "Market Value" - the mean between the high and low price per share of the Company's common stock, as reported on the New York Stock Exchange, for the last business day of each calendar month. (h) "Non-Employee Director" - any duly elected or appointed member of the Board who is not an employee of the Company or of any subsidiary of the Company. (i) "Participant" - any Non-Employee Director who elects hereunder to defer payment by the Company of any or all Compensation to which he/she may be entitled. (j) "Plan" - the Anheuser-Busch Companies, Inc. Deferred Compensation Plan For Non-Employee Directors. (k) "Secretary" - the duly elected Secretary of the Company. (l) "Share Account" - each account being administered for the benefit of a Participant pursuant to section 6 below. 2. Administration -------------- The Plan shall be administered by the Secretary who shall have the authority to construe and interpret the Plan, and to establish or adopt rules, regulations and forms relating to the administration of the Plan. The Secretary shall have no authority to add to, delete from or modify the terms of the Plan without the prior approval of the Board. Neither the Secretary nor any member of the Board shall be liable for any act or determination made in good faith. 3. Election to Defer Compensation ------------------------------ (a) Each Non-Employee Director may from time to time execute and deliver to the Secretary an appropriate election form designating the portion of Compensation to be deferred and the account(s) to which it is to be credited. Any election shall be applicable only to designated Compensation payable on or after the first day of the month next following the month in which the election form is received by the Secretary. (b) Each election to defer payment shall continue in effect until revoked in writing. In addition, the receipt by the Secretary of a new election form shall constitute a revocation of any previously filed inconsistent election form. No revocation shall be effective with respect to any Deferred Amount credited prior to the date the revocation is received by the Secretary or the effective date of the new election. 4. Accounting ---------- (a) The Company shall establish on its books appropriate bookkeeping accounts for each Participant which will accurately reflect the Deferred Amount in each account of a Participant. (b) The Secretary shall furnish each Participant with a statement of the Deferred Amount in each account promptly following the end of each calendar year. 5. Cash Account ------------ (a) Each Cash Account shall consist of the Deferred Amount credited under a specific election to defer, a valid transfer from a Share Account, or a transfer in connection with a distribution. (b) On the last business day of each calendar quarter, the Company shall credit to each Cash Account an amount equal to the product of one-fourth (1/4) of the annual prime interest rate then charged on commercial loans by The Boatmen's National Bank of St. Louis multiplied by the average daily balance in each Cash Account for that calendar quarter. Interest shall continue to accrue on the balance of each Cash Account until such balance has been reduced to zero through full distribution. 6. Share Account ------------- (a) Each Share Account shall consist of the Deferred Amount credited under a specific election to defer, or a valid transfer from a Cash Account. Any amount credited to a Share Account in a calendar month shall be converted, as of the end of that calendar month, into the maximum whole number of Credited Shares that the amount so credited could have purchased at the then Market Value. (b) As of the end of the calendar month during which the Company pays any dividend on its common stock, either in cash or property other than its common stock, a Share Account shall 2 be credited with an amount equal to the cash dividend per share or the value per share (as conclusively determined by the Board) of the dividend in property other than its common stock, times the Credited Shares in the Share Account on the dividend record date. The amount so credited will be converted into the maximum whole number of Credited Shares that the amount so credited could have purchased at the then Market Value. If the Company pays any stock dividend, a Share Account shall be credited, as of the end of the calendar month during which the stock dividend is paid, with an amount equal to the stock dividend declared times the Credited Shares in the Share Account on the dividend record date. (c) If any distribution other than a dividend is made on, or with respect to, the Company's common stock, or in the event of a stock split, recapitalization or other adjustment of the Company's common stock, an appropriate adjustment shall be made to the number of Credited Shares in a Share Account or to the cash credited to the Share Account on the same basis as would have been made had the Credited Shares then been actually issued and outstanding on the record date. The Board shall resolve any questions as to the appropriateness of any such adjustment, including, but not limited to, values and exchange ratios, and its determination shall be binding and conclusive. (d) All conversions into Credited Shares under subsections 6(a) through (c) above shall be made in full shares. Amounts not so converted shall be carried as excess cash in a Share Account and shall be added to any additional amounts subsequently available for conversion. (e) When a distribution is to commence pursuant to section 8, an amount equal to the Market Value of the Credited Shares in the Share Account on the last business day of the month preceding the date distribution is to commence, plus the amount of any excess cash in such Share Account, will be transferred to a Cash Account. 7. Election to Transfer -------------------- (a) Subject to the Secretary's approval, a Participant may transfer all or any portion of any Deferred Amount between accounts by executing and delivering to the Secretary the appropriate form within the time period set out in subsection 7(b) below. No transfer may change either the date distribution is to commence or the form of distribution with respect to the Deferred Amount being transferred. (b) An election to transfer may only be made during the ten business day period commencing on the third day and ending on the twelfth day following the release of quarterly and annual summary statements of the Company's sales and earnings. A Participant may make no more than two transfers in any calendar year. (c) A transfer shall be effective as of the end of the calendar month in which the election is received by the Secretary and shall be based on the Market Value of the Credited Shares for the month during which the election is made. 3 (e) An election to transfer shall not affect any current elections to defer. 8. Distribution ------------ (a) Except in the case of the death of a Participant, distribution shall commence as of the first day of the calendar quarter coincident with or next following the date irrevocably specified by the Participant in the applicable election to defer. (b) Except in the case of the death of the Participant, payment of the amount in each deferred compensation account shall be either in the form of a lump-sum or approximately equal quarterly installments over a period not to exceed ten (10) years as irrevocably selected by the Participant in the applicable election to defer. (c) In the event of the Participant's death prior to the date specified for distribution of any account, or after distribution to the Participant has commenced but before full distribution of any account has been made, the then remaining balance in each account shall be paid in a lump-sum to the beneficiary or contingent beneficiary designated in the applicable election to defer, or to the estate of the deceased Participant if there is no surviving beneficiary or contingent beneficiary. In either such event the lump sum payment shall be made as of the first day of the calendar quarter following the Participant's date of death. A Participant may change the beneficiary or contingent beneficiary from time to time with respect to any election to defer by filing with the Secretary a written notice of such change; provided, however, no such notice of change of beneficiary shall be effective unless it had been received by the Secretary prior to the date of the Participant's death. 9. Miscellaneous ------------- (a) The Board may amend or terminate this Plan at any time; however, any amendment or termination of this Plan shall not affect the rights of Participants or beneficiaries to payment, in accordance with section 8 of this Plan, of amounts credited to Participants' accounts hereunder at the time of such amendment or termination. (b) This Plan does not create a trust in favor of a Participant, his/her designated beneficiary or beneficiaries, or any other person claiming on his/her behalf, and the obligation of the Company is solely a contractual obligation to make payments due hereunder. In this regard, the balance in any account shall be considered a liability of the Company and the Participant's right thereto shall be the same as any unsecured general creditor of the Company. Neither the Participant nor any other person shall acquire any right, title, or interest in or to any Deferred Amount outstanding under the Plan other than the actual payment of such Deferred Amount in accordance with the terms of the Plan. 4 (c) No right or benefit under this Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or change, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or change the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefit. If any Participant or beneficiary shall become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or change any right or benefit hereunder, then such right or benefit shall, in the discretion of the Board, cease and terminate; and in such event, the Company may hold or apply the same or any part thereof for the benefit of the Participant or his/her beneficiary, his/her spouse, children or other dependents, at any time and in such proportion as the Board may deem proper. Any statement to the contrary notwithstanding, the Company may apply any Deferred Amount to satisfy, in whole or in part, any indebtedness of a Participant to the Company. (d) Construction of the Plan shall be governed by the laws of Missouri. (e) The terms of the Plan shall be binding upon the heirs, executors, administrators, personal representatives, successors and assigns of all parties in interest. (f) The headings have been inserted for convenience only and shall not affect the meaning or interpretation of the Plan. (g) Each Participant shall submit to the Secretary, his/her current mailing address. It shall be the duty of each Participant to notify the Secretary of any change of address. In the absence of such notice, the Secretary shall be entitled for all purposes to rely on the last known address of the Participant. (h) Any amount payable to or for the benefit of a minor, an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person's guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Company and the Board with respect thereto. (i) Nothing in this Plan or any amendment thereto shall give a Participant, or any beneficiary of a Participant, a right not specifically provided therein. Nothing in this Plan or any amendment thereto shall be construed as giving a Participant the right to be retained as a member of the Board. EFFECTIVE THIS 22nd DAY OF February, 1989 ---- ANHEUSER-BUSCH COMPANIES, INC. By /s/ Jerry E. Ritter ---------------------------------- Vice President and Group Executive ATTEST: /s/ John L. Hayward -------------------- Secretary 8281J 5