Executive Deferred Compensation Plan - Anheuser-Busch Companies Inc.
ANHEUSER-BUSCH
EXECUTIVE DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED AS OF JANUARY 1, 2002)
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, including an amendment and restatement effective as of January 1,
2001. The Company deems it necessary and desirable to amend and restate the
Plan in its entirety as hereinafter set forth, effective January 1, 2002.
I. DEFINITIONS
Account: The separate record of the interest of each Participant in
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this Plan which the Company maintains in accordance with Section IV. A
Participant's Account shall include such subaccounts as may be required to
account separately for amounts subject to the Participant's various
elections respecting deferral and hypothetical investment under the Plan,
and the term "Account" shall include subaccount where the context so
requires.
Base Salary: The substantially equal amounts owed by a
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Participating 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
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Employee for a Year under a bonus plan, regardless of when awarded or paid.
Company: Anheuser-Busch Companies, Inc.
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Deferral Amounts: The amounts a Participant defers under this Plan
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from time to time.
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 January
1, 2002.
Eligible Compensation: As to any Year, a Participant's Base Salary
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and 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.
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Eligible Employee: With respect to any Year, an Employee who
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satisfies 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
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Employer as 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.
(b) Leased employees.
(c) Non-resident aliens.
(d) Collective bargaining unit members.
Measurement Fund: Any of the measurement funds provided for under
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the Plan from time to time. As of January 1, 2002, the Measurement Funds
include the Fixed Income Fund described in Section VI, the Vanguard
Institutional Index Fund (designed to mirror approximately the return of the
Standard and Poors' S&P 500 Index), the Vanguard Total Stock Market Index
Fund (Institutional Shares) (designed to mirror approximately the return of
the Wilshire 5000 Index) and a Money Market Rate Fund, which shall provide a
yield equal to the Company's current monthly average commercial paper cost
for each calendar month.
Participant: With respect to any Year, an Eligible Employee who
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elects to defer a portion of his or her Eligible Compensation for the Year
or an Eligible Employee or former Eligible Employee who so elected with
respect to an earlier Year and has an Account during the Year.
Participating Employer: The Company and any other business entity
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in which the Company has an equity interest of at least fifty percent (50%),
and which maintains this Plan pursuant to Section X, as determined from time
to time.
Plan: Anheuser-Busch Executive Deferred Compensation Plan, the Plan
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set 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 if:
(a) the Employee is an Officer on the confidential
payroll of a Participating Employer as of January
1 of the Year, or
(b) the Employee is an executive employed in a
position with a market rate of pay equal to or
greater than $200,000 as of January 1 of the
Year, adjusted for each Year after 2002 in
accordance with the Company's budgeted internal
merit increase factor for that position for that
Year.
III. DEFERRAL ELECTIONS
3.01 Types of Election; Time of Election. Each Participant for
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a Year 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) If the Participant is an Eligible Employee for
the Year, 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
equal to a pro rata share of the portion
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of the Participant's Base Salary in
excess of $200,000. If by reason of
section 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 portion of the Year 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 this sum (a)$200,000,
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and (b) the total amount deferred during
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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.
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(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 $200,000.
(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
sections 3.01(d), 3.01(e) and 3.02 or
acceleration as provided for in sections 7.01(b),
7.05, 7.06 and 7.07.
(c) Whether payment of the Participant's Deferral
Amounts for the Year and any income, gain or loss
thereon shall be made in a single sum, in five
(5) installments, or in ten (10) installments
(subject to acceleration as provided for in
sections 7.02(c), 7.05, 7.06 and 7.07), or in a
series of substantially equal periodic payments
(not less frequent than annually) for a period of
10 years, as provided for in 4 U.S.C. section 114.
(d) Whether payment of the Participant's Deferral
Amounts for the Year and any income, gain or loss
thereon 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.
(e) Except as provided for in this section 3.01(e),
all elections pursuant to this section 3.01 shall
be irrevocable. Notwithstanding anything, a
Participant may elect (i) a longer deferral
period permitted under section 3.01(b), including
without limitation the period ending on
termination of employment, (ii) a longer period
for payment of installments permitted under
section 3.01(c) for amounts previously deferred
under the Plan or (iii) the later commencement
date permitted in section 3.01(d); provided that
such an election shall be of no force or effect
unless the Participant provides the Company with
written notice of the
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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 section 3.02 and any other
provision of the Plan, this section 3.02 shall govern, except in the case of
section 7.06.
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 section
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
(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 $200,000.
3.04. Miscellaneous Limitations on Deferral. Notwithstanding
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section 3.01, 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, any cafeteria plan designed to comply with
section 125 of the Internal Revenue Code 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.
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IV. ACCOUNTS
4.01. Maintenance of Accounts. The Company will maintain an Account
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for the benefit of each Participant.
4.02. Crediting Deferral Amounts. Each Participant's Account shall
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be credited with his or her Deferral Amounts at the time they would have
been paid to the Participant but for his or her deferral election pursuant
to section 3.01(a).
4.03. Crediting or Debiting Investment Returns. The Company shall
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credit or debit, as the case may be, each Participant's Account to reflect
the return on hypothetical investments as provided in section 5.02.
4.04. Debiting Payments. Each Participant's Account shall be
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debited by the amount of each payment pursuant to Section VII with respect
to the Participant at the time of such payment.
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V. HYPOTHETICAL INVESTMENTS
5.01. Election of Hypothetical Investments.
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(a) Prior to becoming a Participant, each Eligible
Employee must select one or more Measurement
Funds in which he or she wishes hypothetically to
invest (including Rate/Term combinations under
the Fixed Income Fund, if applicable).
(b) A Participant may change his or her combination
of Measurement Funds as of the first day of any
calendar month, by notice in form prescribed by
the Company, at such time before the effective
date of the change as the Company may require,
subject to the limitations of section 6.01(g), if
applicable.
(c) A Participant's right to change his or her
combination of Measurement Funds shall continue
until the entire amount of his or her Account is
distributed pursuant to Section VII. If a
Participant dies before distribution of the
Participant's entire Account is complete, the
Participant's beneficiary shall have the right to
make the elections reserved to the Participant in
section 5.01(b) from the date the Company
receives written notice of the Participant's
death through the date of final distribution;
provided: (i) if a deceased Participant has two
or more beneficiaries, the beneficiaries shall
thereafter have the right to make such elections
with respect to the shares of the Participant's
Account to which they are respectively entitled
as of the date the Company receives written
notice of the Participant's death; and (ii) if a
beneficiary is a minor or otherwise legally
incompetent, a parent or legal guardian of the
beneficiary, as the case may be, shall exercise
such right on behalf of the beneficiary.
5.02. Crediting Returns. The Company shall, at such times and in
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such manner as it in its sole discretion determines to be appropriate,
credit or debit each Participant's Account, as the case may be, with the
appropriate amount of income, gain or loss, as if such Account had been
invested in the combination of Measurement Funds the Participant has
selected in accordance with Section 5.01.
5.03. 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 income, gain or loss shall
accrue during the period between the due date and
the date of payment.
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(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 Wall Street Journal, Midwest
Edition, as of the due date.
5.04. 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 may previously have elected a
longer term or a later payment date, except as provided for in section
5.03(b).
VI. FIXED INCOME FUND
6.01. Operation of the Fixed Income Fund. The Fixed Income Fund
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shall be operated as follows:
(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 be available
during the Year with respect to current Deferral
Amounts, prior Deferral Amounts as to which the
previous Terms expired on December 31 of the
prior Year, and existing Account balances in
other Measurement Funds from time to time during
the 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 are expected to 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 a
Participant elects a combination of a 3-Year Term
and a 3% Rate for all amounts deferred by the
Participant for 2002, the 3% Rate shall apply to
all amounts deferred for 2002 from the date of
deferral through December 31, 2004.
(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.
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(e) A Participant may make separate elections
regarding the Rate/Term combinations for the
Participant's current Deferral Amounts, existing
Account balances in other Measurement Funds and
amounts attributable to prior Deferral Amounts
and interest accrued thereon as to which the
previous Terms expired on December 31 of the
prior Year.
(f) Notwithstanding anything, a Participant may elect
that all or any portion of his or her Account in
existence as of December 31, 2000 be transferred
to another Measurement Fund or another Rate/Term
combination available under the Fixed Income Fund
as of January 1, 2001, whether or not the Term
that applies to any portion of the Participant's
Account would otherwise have expired on December
31, 2000.
(g) A Participant may elect transfer of his or her
current Deferral Amounts or any portion of his or
her existing Account then hypothetically invested
in other Measurement Funds into the Fixed Income
Fund after the first day of a Year. However,
except as provided in section 6.01(f), any
amounts that a Participant elects to transfer
into the Fixed Income Fund during a Year shall
remain in the Fixed Income Fund until expiration
of the Term elected by the Participant with
respect to such amounts, and interest shall begin
to accrue on any such amounts as of the effective
date of the Participant's election or the date
they would have been paid to the Participant if
the Participant had not elected deferral thereof,
whichever is later.
6.02. Accrual of Interest on Installment Payments. If any amount in
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the Fixed Income Fund is paid in installments pursuant to a Participant's
election in accordance with section 3.01(c) or (e), interest shall accrue on
any balance thereof remaining to be paid in installments from time to time
in accordance with the Participant or beneficiary's elections from time to
time as provided for in section 5.01 until payment is complete; provided, in
the absence of an election by a Participant or beneficiary in accordance
with the foregoing, the Participant or beneficiary shall be deemed to have
elected the Rate in effect for the longest time period available as of the
due date of the election.
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VII. PAYMENTS TO PARTICIPANTS
7.01. Time Payment Begins.
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(a) Subject to the remaining provisions of this
Section VII, payment of the portion of a
Participant's Account attributable to amounts
deferred for a Year shall begin as of January 1
of the Year following expiration of the deferral
period the Participant elected therefor in
accordance with section 3.01(b) or (e).
(b) Notwithstanding section 7.01(a), payment of a
Participant's Account 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 section 3.01(d) or (e).
7.02. Form of Payment.
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(a) If a Participant elects payment of any amount in
a single sum pursuant to section 3.01(c), such
single sum amount shall be due and payable as of
the date determined pursuant to section 7.01.
(b) If a Participant elects payment of any amount in
five (5) or ten (10) installments pursuant to
section 3.01(c) or (e), 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 section
3.01(d) or (e), 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) If a Participant elects payment of any amount in
a series of substantially equal period payments
(not less frequent than annually) for a period of
10 years, as provided for in 4 U.S.C. section
114, the Company shall modify the installment
method provided for in sections 7.02(b) and 7.04
to the extent required to satisfy the
requirements of 4 U.S.C. section 114.
(d) Notwithstanding sections 7.02(b) and (c): (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
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Participant's entire Account under the Plan shall
be paid in a single sum, notwithstanding any
election by the Participant to the contrary.
7.03. 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.
7.04. Determination of Installment Amounts. If payment of any
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portion of a Participant's Account occurs in installments, the amount of
each installment shall be equal to the amount thereof 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 an Account that is
payable in five (5) installments, to determine the amount of the first
installment, divide the total amount of the Account as of the preceding
December 31 by five (5); to determine the amount of the second installment,
divide the amount of the Account remaining to be paid as of the preceding
December 31 by four (4), and so on. Notwithstanding the foregoing, the
company shall modify the installment method provided for in this section
7.04 to the extent required by section 7.02(c).
7.05. Acceleration of Payment for Unforeseeable Emergency.
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(a) The Company may determine that payment of any
portion of a Participant's Account 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 section 7.05.
(b) For purposes of this section 7.05, 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
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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 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 section 7.05 shall
be made by an Administrative Committee appointed
pursuant to section 8.01(c).
(e) Notwithstanding any other provision of this
section 7.05, 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.
7.06. Change in Control.
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(a) If a Change in Control (as defined in section
7.06(b)) shall occur, then, notwithstanding
anything to the contrary herein, the entire
amount of a Participant's Account 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.
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(b) For purposes of this Plan, a "Change in Control"
shall occur automatically if and when an
"Acceleration Date" occurs as defined 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 section 7.06 may be deleted or amended in
any way pursuant to Section IX at any time prior
to a Change in Control. Notwithstanding Section
IX, following a Change in Control, the provisions
of this section 7.06 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 section
7.06(a).
(e) If by reason of this section 7.06 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.
7.07. General Right to Accelerate Payment. Notwithstanding sections
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7.01 and 7.02, the Company by its proper officers in its sole discretion may
direct current payment of all Participants' Accounts under the Plan.
7.08. Payments After Death.
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(a) Except as otherwise provided in this section
7.08, 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 section 7.08. 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 portion of the
Participant's Account 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
section 7.08.
(f) A Participant's election of payment in
installments shall not be altered by reason of
the Participant's death.
7.09. 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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VIII. ADMINISTRATION
8.01. 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.
8.02. 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
to the claimant electronically or in
writing 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, a statement that the claimant
is entitled to receive, upon request and
free of charge, reasonable access to, and
copies of, all documents, records and
other information relevant to the
claimant's claim for benefits, an
explanation of the Plan's claim review
procedure as provided for in section
8.02(b)(iii), and a statement of the
claimant's right to bring a civil action
under federal law following an adverse
benefit determinatin on review, all
written in a manner calculated to be
understood by the claimant. For this
purpose, a document, record or other
information shall be considered relevant
to a claimant's claim if it was relied on
in making the benefit determination, was
submitted, considered or generated in the
course of making the benefit
determination (without regard to whether
it was relied upon in making the benefit
determination), or demonstrates
compliance with the administrative
processes and safeguards required in
making the benefit determination. 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
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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 written comments,
documents, records and other information
relating to the claim. The Company shall
take into account all comments,
documents, records and other information
submitted by the claimant relating to the
claim, without regard to whether such
information was submitted or considered
in the initial benefit determination. 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 delivered to
the claimant electronically or in writing
and shall include specific reasons for
the decision, written in 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 section 8.02. All rules,
decisions and determinations of the Company under
this section 8.02 shall be uniformly and
consistently applied. Any action or determination
or decision whatsoever taken or made by the
Company under this section 8.02 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 section 8.02
shall be the sole, exclusive and mandatory
procedure for resolving any dispute under this
Plan; provided that if a Participant wishes to
make a legal challenge to the Company's
determination and he or she has entered into an
agreement with the Company to arbitrate disputes
arising from his or her 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.
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(e) Notwithstanding the foregoing, upon a Change in
Control as defined in section 7.06, section
8.02(d) shall not apply.
8.03. 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, Account, 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.
8.04. 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 for Participants' deferral and investment
elections under the Plan, any notice required by
the Plan may be waived by the Company or any
Participant.
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IX. 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.
X. PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY
10.01. Adoption. A Participating Employer other than the Company
--------
shall 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.
10.02. 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.
10.03. Succession. In the event of dissolution, merger,
----------
consolidation, 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.
XI. MISCELLANEOUS
11.01. Company's Obligations Unsecured. It is the intention of the
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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
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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.
11.02. 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.
11.03. No Waiver of Rights. Except as provided for in section 8.02,
-------------------
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.
11.04. 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.
11.05. 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.
11.06. 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.
11.07. 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;
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(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.
11.08. 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.
11.09. 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.
11.10. 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.
11.11. 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. The Company and all Eligible Employees and
former Eligible Employees submit to the exclusive jurisdiction of the
Circuit Court for the County of St. Louis, State of Missouri ("County
Court") residing in St. Louis County for purposes of all legal proceedings
(including, but not limited to, actions to compel arbitration) arising out
of or relating to this Plan or the transactions contemplated hereby. In the
even that the County Court is for any reason not available for purposes of
any such legal proceeding, then the Company and all Eligible Employees and
former Eligible Employees submit to the exclusive jurisdiction of the United
States District Court for the Eastern District of Missouri, Eastern Division
(St. Louis). The Company and all Eligible Employees and former Eligible
Employees irrevocably waive, to the fullest extent permitted by law, any
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objections that they may now or hereafter have to the aforesaid venue,
including without limitation any claim that any such proceeding brought in
either such court has been brought in an inconvenient forum, provided
however, this provision shall not limit the ability of the Company or any
Eligible Employee or form Eligible Employee to enforce the other provisions
of this section.
11.12. 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 12th day of December, 2002, effective as of
the 1st day of January, 2002.
ANHEUSER-BUSCH COMPANIES, INC.
By /s/ W. Randolph Baker
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W. Randolph Baker
Chief Financial Officer
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