Supplemental Executive Retirement Plan - Anheuser-Busch Companies Inc.
ANHEUSER-BUSCH COMPANIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Amended and Restated as of October 1, 1993
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TABLE OF CONTENTS
1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . .1
2. Participation. . . . . . . . . . . . . . . . . . . . . . . . . . .4
3. Benefit on or After Normal Retirement Date . . . . . . . . . . . .5
4. Benefit on Early Retirement. . . . . . . . . . . . . . . . . . . .6
5. Pre-Retirement Death Benefit . . . . . . . . . . . . . . . . . . .6
6. Disability Benefit . . . . . . . . . . . . . . . . . . . . . . . .6
7. Special 1993 Enhanced Retirement Plan Benefits . . . . . . . . . .6
8. Forfeiture for Activity Contrary to the Company's Best Interests .7
9. Payment Methods Prior to January 1, 1995 . . . . . . . . . . . . .8
10. Payment Methods on or After January 1, 1995 . . . . . . . . . . .9
11. Obligation to Pay Benefits Hereunder . . . . . . . . . . . . . . .9
12. Special Rule for Non-Deductible Amounts. . . . . . . . . . . . . 10
13. Change in Control. . . . . . . . . . . . . . . . . . . . . . . . 10
14. Concerning Payment; Beneficiaries. . . . . . . . . . . . . . . . 12
15. Payees Presumed Competent. . . . . . . . . . . . . . . . . . . . 13
16. Facility of Payment. . . . . . . . . . . . . . . . . . . . . . . 13
17. Notice of Address; Lost Payees . . . . . . . . . . . . . . . . . 14
18. Participating Employer . . . . . . . . . . . . . . . . . . . . . 14
19. No Liability for Payee's Debts . . . . . . . . . . . . . . . . . 14
20. Administration . . . . . . . . . . . . . . . . . . . . . . . . . 15
21. Negation of Employment Contract. . . . . . . . . . . . . . . . . 15
22. Modification, Amendment, or Termination. . . . . . . . . . . . . 16
23. Set Off and Withholding. . . . . . . . . . . . . . . . . . . . . 16
24. Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . 16
25. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . 18
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ANHEUSER-BUSCH COMPANIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Amended and Restated as of October 1, 1993
ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation, established
this Supplemental Executive Retirement Plan, originally effective as of
January 1, 1984. The Plan has been amended from time to time and the
Company hereby amends and restates the Plan, in part to improve benefits
and also to expand the group of employees eligible to participate. The
provisions of this restated Plan shall apply to eligible employees whose
termination of employment with the Company or any other Participating
Employer occurs on or after October 1, 1993. The Plan is intended to be a
nonqualified, unfunded plan to provide supplemental retirement benefits to
a select group of management and highly compensated employees, as described
in Section 201(2) of the Employee Retirement Income Security Act of 1974
("ERISA").
1. Definitions. The capitalized terms used in this Plan shall have
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the meanings herein set out:
(a) "Accrued Benefit" means at any given time the benefit
calculated in accordance with the formula in Section 3, using the
Participant's Eligible Earnings and Credited Service as of the date the
calculation is being made. The benefit so calculated shall be the benefit
that would commence under the basic method of payment on the Participant's
Normal Retirement Date.
(b) "Actuarial Equivalent" means a benefit or benefits, or a
payment or payments, which are of equal value at the date of determination
to the benefits for which they are to be substituted. Equivalence of value
is determined from actuarial calculations based on actuarial assumptions as
to interest and mortality as follows:
Interest- For the computation of a lump-sum payment and the
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period-certain option, the current interest rate in effect
for the payment of lump-sum benefits under the Basic
Plan, disregarding the 6-1/2% per annum rate in effect
for years prior to 1989. For any other purpose, the
current interest rate in effect for the Basic Plan.
Mortality- The mortality table set forth in the Basic Plan.
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(c) "Basic Plan" means the Anheuser-Busch Companies Pension Plan
and the benefit provisions thereof applicable to salaried employees of the
Company as now in effect or as hereafter amended.
(d) "Board" means the board of directors of the Company.
(e) "Campbell Taggart Plan" means the Anheuser-Busch Companies
Pension Plan and the benefit provisions thereof applicable to salaried
employees of Campbell Taggart, Inc. as now in effect or as hereafter
amended.
(f) "Committee" means the Committee designated to administer this
Plan, as described in Section 20.
(g) "Company" means Anheuser-Busch Companies, Inc., a Delaware
corporation, and any corporation(s) into which or with which it may be
liquidated, merged or consolidated.
(h) "Credited Service" For all purposes, a Participant's Credited
Service under this Plan shall be the same as his Credited Service under the
Basic Plan. This generally means an individual's years and completed months
of salaried employment with a Participating Employer after attainment of
age 21. If a Participant does not participate in the Basic Plan, his
Credited Service under this Plan shall nonetheless be calculated under the
provisions of the Basic Plan as if he did so participate. Credited Service
shall not exceed 30 years.
(i) "Eligible Earnings" means, for any calendar year, the sum of
the employee's annual base salary as of January 1 of such year plus the
bonus earned during the prior calendar year. For purposes of computing
benefits under this Plan, the Eligible Earnings to be used shall be the
highest of the Eligible Earnings in the calendar year of termination or any
of the four preceding calendar years. Eligible Earnings shall recognize
any compensation deferred under the Executive Deferred Compensation Plan
and treat such compensation as if it were not deferred.
(j) "Eligible Employee" means a salaried employee of a
Participating Employer who is an active participant currently accruing
benefits in the Basic Plan or the Campbell Taggart Plan and who satisfies
one or more of the following requirements:
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i) He is a member of the Company's Policy Committee;
ii) He has a salary grade of 28 or above, or the
equivalent thereof as determined by the Committee, and has, for
the current calendar year, Eligible Earnings of at least $140,000
(indexed as described below) or such other amount as the
Committee shall determine from time to time; or
iii) He is an officer of the Company or Anheuser-Busch
Companies, Inc., a Missouri corporation, excluding an assistant
officer.
The $140,000 figure shall be indexed as of January 1 of each year
commencing January 1, 1994, in accordance with the Company's merit budget
increase applicable for such year.
(k) "Excess Benefit Plan" means the Anheuser-Busch Companies, Inc.
Excess Benefit Plan, effective January 1, 1984, as originally adopted and
as thereafter amended, or any other "excess plan" as described in Section
3(36) of ERISA, maintained by a Participating Employer and as in effect
from time to time.
(l) "Normal Retirement Date" means the first day of the month
coincident with or next following the date on which the Participant attains
his sixty-fifth (65th) birthday.
(m) "Participant" means an Eligible Employee who is participating
in this Plan in accordance with Section 2.
(n) "Participating Employer" means the Company and any other
member of the controlled group of corporations of which the Company is a
member which is a Participating Employer in the Basic Plan or the Campbell
Taggart Plan and which has adopted this Plan in the manner described in
Section 18.
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(o) "Plan" means this Anheuser-Busch Companies, Inc. Supplemental
Executive Retirement Plan effective January 1, 1984, as originally adopted
and as thereafter amended.
(p) "Primary Social Security Benefit" means, for retirements on or
after the Normal Retirement Date, the estimated primary insurance amount
that would commence immediately under the Federal Social Security Act in
effect on the retirement date assuming that the Participant's earning's for
Social Security purposes are equal to the benefit base as determined under
Section 230 of the Federal Social Security Act from the date the
Participant attained age 21 until his retirement date.
For purposes of determining the Accrued Benefit prior to a
Participant's Normal Retirement Date, the Primary Social Security Benefit
means:
(i) An amount determined as described above assuming that the
Participant retires on his Normal Retirement Date and that the Social
Security Act and benefit base remain unchanged in the future, multiplied by
(ii) The ratio of the Participant's Credited Service as of the
date of determination to the lesser of thirty (30) years or the
Participant's Credited Service had he remained an active Participant until
his Normal Retirement Date.
(q) "Subsidiary" means any business entity in which the Company
has an equity interest of at least fifty percent.
Miscellaneous Rules of Construction. Masculine pronouns include the
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feminine, the singular includes the plural, and the plural includes the
singular, as the context or application demands.
2. Participation. Each Eligible Employee shall commence
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participation in this Plan as of the first day of the month coincident with
or next following the date he first becomes an Eligible Employee. An
individual who is an Eligible Employee solely under subparagraph (ii) of
Section 1(j) shall be deemed to have first satisfied the grade and
compensation requirements of such provision on January 1 of the first
calendar year for which such requirements are satisfied. Except as
provided in Section 18, once an individual becomes a Participant, he shall
continue to participate until termination of employment occurs even if such
individual's status changes such that he would no longer be eligible to
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participate. Any Eligible Employee on October 1, 1993 who was not a
Participant in this Plan prior to its restatement effective October 1, 1993
shall first participate as of October 1, 1993.
3. Benefit on or After Normal Retirement Date. A Participant who
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ceases to be employed by all members of the Company's controlled group of
corporations on or after his Normal Retirement Date shall receive a monthly
benefit, payable under the basic method of payment described in Section 9
or 10, as applicable, and commencing on the first day of the month
coinciding with or immediately following his last date of employment, in an
amount which is one-twelfth of the following:
(a) For Policy Committee members, one and two-thirds percent
of Eligible Earnings times Credited Service; for all other Participants,
one and one-half percent of Eligible Earnings times Credited Service; less
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(b) The Participant's annual retirement benefit payable at
Normal Retirement Date (or, if applicable, postponed retirement date) under
the Basic or Campbell Taggart Plan, as applicable, under the basic method
of payment described in such plan; less also
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(c) Any other benefits from any excess benefit plan or other
retirement plan or arrangement maintained or sponsored by the Company or
any Subsidiary, other than a qualified or nonqualified 401(k) plan or a
voluntary nonqualified deferred compensation plan. The reduction under
this paragraph shall be the annual benefit under such other plan or plans,
payable at Normal Retirement Date (or, if applicable, postponed retirement
date), expressed as if payable under the basic method of payment described
in such plan; provided, however, that if such basic method is not a form of
single life annuity, then expressed as if payable solely for the lifetime
of the Participant on an Actuarial Equivalent basis; less also
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(d) The Participant's annual Primary Social Security
Benefit.
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4. Benefit on Early Retirement. The following benefits are
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available for Participants who retire prior to Normal Retirement Date:
(a) A Participant who ceases to be employed by all members
of the Company's controlled group of corporations prior to his Normal
Retirement Date but after reaching age 62 and completing 30 years of
Credited Service shall be entitled to receive a retirement benefit equal to
his Accrued Benefit, but commencing on the first day of the month
coinciding with or immediately following his last date of employment.
(b) A Participant who ceases to be employed by all members
of the Company's controlled group of corporations after reaching age 55 and
who has at least five years of Credited Service but who is not eligible to
receive a benefit under paragraph (a) above may, unless disapproved by the
Company's Chief Executive Officer (or, in the case of the Chief Executive
Officer, the Board of Directors), be granted a benefit equal to his Accrued
Benefit reduced in accordance with the reduction applicable to early
retirement benefits under the Basic Plan. Such benefit shall commence as
of the first day of the month coincident with or next following his last
date of employment.
(c) There shall be no benefits payable from this Plan for a
Participant who ceases employment prior to the attainment of age 55, except
as provided in Sections 6 and 13.
5. Pre-Retirement Death Benefit. There will be no pre-retirement
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death benefit under this Plan.
6. Disability Benefit. A Participant whose employment terminates
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because of disability prior to becoming eligible for benefits under Section
4 shall be entitled to the Actuarial Equivalent of his Accrued Benefit.
Disability shall be established, as determined by the Committee, if the
Participant is unable for a period reasonably expected to exceed six months
to perform the duties of the position held prior to the incident or the
onset of the illness resulting in the disability.
7. Special 1993 Enhanced Retirement Plan Benefits. Any
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Participant who retires pursuant to the terms of the 1993 Enhanced
Retirement Plan shall have his benefit under Section 3 or 4 calculated as
if he were five years older and had five additional years of Credited
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Service (not to exceed thirty years) as of December 31, 1993. The minimum
increase in benefits shall be fifteen percent of the benefit determined as
of December 31, 1993 (without such additional age and service).
8. Forfeiture for Activity Contrary to the Company's Best
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Interests.
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(a) Notwithstanding any provision of this Plan to the
contrary, the right of a Participant and his beneficiary or beneficiaries
to receive a benefit hereunder is expressly conditioned upon the
Participant neither (i) having ceased to be employed by the Company or any
Subsidiary under circumstances or conditions inimical or contrary to the
best interests of the Company or any Subsidiary, nor (ii) thereafter
engaging in any activity which in the Committee's judgment is inimical or
contrary to the best interests of the Company or any Subsidiary.
(b) Should a Participating Employer propose to enforce the
foregoing, it shall give written notice to the Participant or other
person(s) otherwise entitled to payment, and may withhold payment pending
final resolution of the matter. The Committee shall thereupon investigate
the alleged violation and shall consider, under such rules of procedure as
the Committee shall deem reasonable, such evidence and testimony as the
Participating Employer and the Participant or other person or persons
receiving or otherwise entitled to receive payment may wish to submit in
support or refutation of the alleged violation. The decision of the
Committee shall be final and conclusive. If the Committee concludes that
there has been a violation, the right of the Participant and all
beneficiaries to receive payment hereunder shall thereupon cease. If the
Committee concludes that there has not been a violation, the amounts
withheld or suspended shall become payable as though no proceedings had
been instituted nor any payment withheld or suspended, without, however,
any interest for the period during which such amounts were withheld or
suspended.
(c) The provisions of this Section authorizing the
Participating Employer to give notice of an alleged violation or possible
violation of the conditions of paragraph (a) shall not be interpreted as
requiring the Participating Employer to take such action in each and every
instance of a violation or suspected violation, and in determining whether
an attempt to enforce the forfeiture provisions of this Section shall be
made, the Participating Employer may consider the possible economic damage
it might
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suffer from the violation or suspected violation, the circumstances
surrounding the discontinuance of the employment of the Participant with
the Participating Employer and the quantum of proof which the Participating
Employer may have of a violation of the aforesaid conditions.
(d) The provisions of this Section shall in no way impair or
derogate the rights which a Participating Employer may otherwise have under
any employment contract with a Participant or at law or in equity, to
prevent the disclosure of confidential information or to recover damages
for the disclosure thereof or to prevent a Participant from engaging in
competition with a Participating Employer or to recover damages therefor.
(e) The Board (or the Executive Committee at any time the
Board of Directors is not in session) may revoke this Section at any time,
whereupon no Accrued Benefit at that time shall ever be subject to
forfeiture or revocation for any reason, including (but not limited to) any
subsequent amendment to this Plan which reinstates the provisions of this
Section or imposes similar conditions on a Participant's right to receive
benefits hereunder.
(f) If the provisions of this Section are invoked at any
time after payments have already been made, the Participating Employer
shall have the right to a refund of all monies theretofore paid. If the
Participating Employer shall find it necessary to file suit to recover any
amount hereunder, it shall be entitled to recover its reasonable attorney's
fees and costs.
9. Payment Methods Prior to January 1, 1995. The basic method of
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payment for Participants retiring prior to January 1, 1995 is monthly
payments for life, beginning on the first day of the month coincident with
or next following the Participant's retirement date, with the last payment
being for the month in which the Participant's death occurs, but with 120
monthly payments guaranteed. Alternatively, at the request of the
Participant and with the approval of the Committee, a Participant may
receive the benefit in either of the following optional methods which shall
be the Actuarial Equivalent of the basic method of payment:
(a) As a single lump-sum payment; or
(b) As a two-thirds joint and survivor annuity with such
contingent annuitant as the Participant may designate. If a Participant
has selected this method of payment and the contingent annuitant dies
before payments begin, the selection shall be revoked, but if the
contingent annuitant dies after payments
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begin, the selection of this method of payment shall not be affected and no
new contingent annuitant may be named.
A Participant may elect an optional method of payment under this Plan which
is different from the method of payment elected under either the Basic
Plan, the Campbell Taggart Plan or the Excess Benefit Plan.
10. Payment Methods On or After January 1, 1995. The basic method
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of payment for Participants retiring on or after January 1, 1995 shall be
monthly payments for life, beginning on the first day of the month
coincident or next following the Participant's retirement date, with the
last payment being for the month in which the Participant's death occurs,
but with 120 monthly payments guaranteed. Notwithstanding the foregoing,
payment shall be made in a single lump sum unless the Participant gives
written notice to the Committee, at least one year prior to the date
benefits are to commence, that he elects to receive benefits under either
the basic method of payment described above or one of the following
optional methods which shall be the Actuarial Equivalent of the basic
method of payment:
(a) A two-thirds joint and survivor annuity with such
contingent annuitant as the Participant may designate. If a Participant
has selected this method of payment and the contingent annuitant dies
before payments begin, the selection shall be revoked, but if the
contingent annuitant dies after payments begin, the selection of this
method of payment shall not be affected and no new contingent annuitant may
be named; or
(b) Level installments over a five-year period.
A Participant may elect an optional method of payment under this Plan which
is different from the method of payment elected under either the Basic
Plan, the Campbell Taggart Plan or the Excess Benefit Plan.
11. Obligation to Pay Benefits Hereunder. No trust fund, escrow
------------------------------------
account or other segregation of assets shall be established or made by any
Participating Employer to guarantee, secure or assure the payment of any
benefit hereunder. The obligation of each Participating Employer to pay
benefits pursuant to this Plan shall constitute only a general obligation
of the Participating Employer to the Participants and other payees
hereunder in accordance with the terms hereof. Payment of benefits by a
Participating Employer hereunder shall be made only from the general funds
of the Participating Employer and no Participant or other potential payee
of any amount hereunder shall have any interest in any particular asset of
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any Participating Employer by reason of the existence of this Plan, and the
amounts payable hereunder shall be subject in all respects to claims of
general creditors of the respective Participating Employers until actually
paid over to the person(s) entitled to receive the same.
12. Special Rule for Non-Deductible Amounts. Any amount otherwise
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payable under the Plan in a calendar 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
calendar year as the Company determines that the amount has ceased to be so
non-deductible. In the case of any inconsistency between this Section 12
and any other provision of the Plan, this Section 12 shall govern, except
in the case of Section 13 becoming applicable.
13. Change in Control.
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(a) If a Change in Control (as defined in Section 13(b))
shall occur, then, notwithstanding anything to the contrary herein, a
Participant's Accrued Benefit under the Plan as of the Change in Control
Date shall be fully vested and non-forfeitable. Within 30 days after the
Change in Control Date, the Participant shall be paid, in a single lump-sum
payment, the Actuarial Equivalent of such Accrued Benefit as of the date of
payment. Notwithstanding the foregoing, if, on the Change in Control date,
a Participant otherwise satisfied the eligibility requirements for early or
normal retirement benefits under Sections 3 or 4, such Participant's
benefit shall be paid as if he actually retired on the Change in Control
Date. The Chief Executive Officer shall be deemed to have granted any
necessary approvals.
(b) For purposes of this Plan, a "Change in Control" shall
occur if (i) any Person (as defined herein) becomes the beneficial owner
directly or indirectly (within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934 as amended ("Act")) of more than 50% of the
Company's then outstanding voting securities (measured on the basis of
voting power); (ii) the shareholders of the Company approve a definitive
agreement to merge or consolidate the Company with any other corporation,
other than an agreement providing for (x) a merger or consolidation which
would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity), in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of the Company,
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at least 50% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger
or consolidation, or (y) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person
acquires more than 50% of the combined voting power of the Company's then
outstanding securities; (iii) a change occurs in the composition of the
Board of Directors of the Company during any period of twenty-four
consecutive months such that individuals who at the beginning of such
period were members of the Board of Directors cease for any reason to
constitute at least a majority thereof, unless the election, or the
nomination for election by the Company's shareholders, of each new director
was approved by a vote of at least two-thirds of the directors then still
in office who either were directors at the beginning of the period or whose
election or nomination for election was previously so approved; or (iv) the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all
or substantially all the Company's assets. A Change in Control shall be
deemed to have occurred on the date as of which any of the events described
in clauses (i) through (iv) occur (such date being referred to as the
"Change in Control Date"). For purposes of this paragraph, "Person" shall
have the meaning given in Section 3(a)(9) of the Act, as modified and used
in Sections 13(d) and 14(d) thereof; however, a Person shall not include
(aa) the Company or any of its subsidiaries, (bb) a trustee or other
fiduciary holding securities under an employee benefit plan of the Company
or any of its subsidiaries, (cc) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (dd) a
corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of Company
stock.
(c) Notwithstanding Section 22, following a Change in
Control, the provisions of this Section 13 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 a Change in Control.
(d) Following a Change in Control, this Plan shall continue
in effect, notwithstanding that payment of benefits shall have been made
under Section 13(a), unless and until terminated by the Company.
(e) If a Change in Control occurs, Section 8 shall no longer
apply to any individual whose activities are not under investigation by the
Committee on the Change in Control Date.
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(f) If by reason of this Section an excise or other special
tax ("Excise Tax") is imposed on any payment under this 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.
14. Concerning Payment; Beneficiaries.
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(a) Except as otherwise provided in this Section, 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. Each
Participant shall specifically designate, by name, on forms provided by the
Committee, 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 Committee. The filing of a new form shall
automatically revoke any forms previously filed with the Committee. A
beneficiary designation form not properly filed with the Committee prior to
the death of the Participant shall have no validity under the Plan.
(b) Except as provided in Section 9 or 10, 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 Committee.
(c) If no beneficiary designation is on file with the
Committee 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
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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 Committee shall control
and intervening changes in circumstances shall be ignored. For example, if
a Participant's spouse is designated as beneficiary but thereafter is
divorced from the Participant, such designation shall remain valid unless
and until the Participant files a later beneficiary designation form with
the Committee.
(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 14.
15. Payees Presumed Competent. Every person receiving or claiming
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amounts payable under this Plan shall be conclusively presumed to be
mentally competent and of legal age until the Committee receives a written
notice, in form, manner and substance acceptable to it, that any such
person is incompetent or is a minor or that a guardian or other person
legally vested with the care of his estate has been appointed.
16. Facility of Payment. If any amount is payable hereunder to a
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minor or other person under legal disability or otherwise incapable of
managing his or her own affairs, as determined by the Committee in its sole
discretion, payment thereof shall be made in one (or any combination) of
the following ways, as the Committee 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;
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(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 Committee shall not be required to see to the application of any
payment so made, and payment to the person determined by the Committee
shall fully discharge the plan and the Participating Employer from any
further accountability or responsibility with respect to the amount so
paid.
17. Notice of Address; Lost Payees. The address of every
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Participant or other person entitled to any payment hereunder on file for
purposes of the Basic or Campbell Taggart Plan shall be used for all
purposes of this Plan. If the Committee is unable to locate any person, or
the estate of such person, after a reasonable attempt to locate such person
has been made, within two years after an amount becomes payable hereunder,
the right and interest of such payee in and to the amount payable shall
terminate on the last day of such two-year period.
18. Participating Employer. Any Participating Employer in the
----------------------
Basic or Campbell Taggart Plan may become a Participating Employer in this
Plan by submitting to the Committee a resolution of its board of directors
adopting the provisions of this Plan. The adoption of this Plan by a
Participating Employer shall constitute an automatic delegation by it to
the Board of full authority to amend or terminate the Plan and to the
Committee to administer this Plan. Benefits payable under this Plan for a
Participant whose employment terminates from a Participating Employer shall
be solely the obligation of that Participating Employer. A Participating
Employer may withdraw from the Plan by action of its board of directors.
If such a withdrawal shall occur, no benefit shall be payable under this
Plan to any Participant who has not otherwise satisfied the eligibility
requirements of Sections 3, 4 or 6, as of the date of withdrawal.
Notwithstanding the foregoing, any benefits in pay status as of the date of
withdrawal shall continue to be paid in full in accordance with the terms
hereof.
19. No Liability for Payee's Debts. Amounts payable under this
------------------------------
Plan shall not be liable for or subject to the debts or liabilities of any
payee, and no amount payable hereunder shall at any time or in any manner
be subject to anticipation, alienation, sale, transfer, assignment, pledge
or encumbrance of any kind, whether to any Participating Employer or to any
other party whomsoever, and whether with or without consideration. If any
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payee shall attempt to, or shall anticipate, alienate, sell, transfer,
assign, pledge or otherwise encumber any amounts payable hereunder or any
part thereof, or if by reason of bankruptcy or other event, such amounts
would at any time be received or enjoyed by persons other than such payee,
except as otherwise permitted by this Plan, the Committee in its sole
discretion may terminate such person's interest in any such amounts and
hold or apply such amounts to or for the use of such person, his spouse,
children or other dependents, or any of them, as the Committee may
determine.
20. Administration. This Plan shall be administered by a
--------------
Committee composed of the Company's Chief Executive Officer, Chief
Administrative Officer and Corporate Secretary. The Committee shall
administer the Plan in accordance with its terms and shall have all powers
necessary to carry out the provisions of the Plan. The Committee 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 Committee deems
proper. Any interpretation or construction placed upon any term or
provision of the Plan by the Committee, any decisions and determinations of
the Committee 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 Earnings 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
Committee 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.
21. Negation of Employment Contract. This Plan does not create an
-------------------------------
employment contract and nothing contained herein shall be deemed (a) to
give a Participant the right to be retained in the employ of any
Participating Employer; (b) to interfere with the right of any
Participating Employer to discharge a Participant at any time with or
without cause; (c) to give any Participating Employer the right to require
a Participant to remain in its employ; or (d) to interfere with the right
of a Participant to terminate employment voluntarily whenever the
Participant chooses.
22. Modification, Amendment, or Termination. The Company has the
---------------------------------------
absolute right to modify or amend this Plan in whole or in part, at any
time and from time to time, effective as of any specified prior, current or
future date. Such amendment shall be made in accordance with applicable
corporate procedures then in effect for similar matters. The Company also
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reserves the right to terminate this Plan, in whole or in part, voluntarily
as of any specified current or future date. This Plan shall be
automatically terminated upon a termination of the Basic Plan, a
dissolution of the Company (but not upon a merger, consolidation,
reorganization or recapitalization of the Company if the surviving
corporation therein specifically assumes this Plan and agrees to be bound
by the terms hereof); upon the Company being legally adjudicated a
bankrupt; upon the appointment of a receiver or trustee in bankruptcy with
respect to the Company's assets and business if such appointment is not set
aside within 90 days thereafter; or upon the making by the Company of an
assignment for the benefit of creditors. Upon termination of this Plan, no
additional employee shall become eligible to participate herein, and no
additional benefits shall be accrued hereunder. Notwithstanding the
termination of this Plan, no Participant affected thereby shall be deprived
of the right to receive his Accrued Benefit at the time and in the manner
provided by this Plan.
23. Set Off and Withholding.
-----------------------
(a) Any amount then due and payable by the Company or any
Participating Employer to any Participant or the beneficiary of any
Participant under this Plan may be offset by any amounts owed to any
Subsidiary by the Participant and/or the beneficiary 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.
24. Claims Procedures.
-----------------
(a) The Committee shall make all decisions and determinations
respecting the right of any person to a payment under the Plan.
(b) The following procedure shall be followed with respect to
claims under the Plan:
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(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 Committee.
(ii) Any decision by the Committee denying a claim in whole
or in part shall be stated in writing by the Committee and
delivered or mailed to the claimant within ninety (90) days after
receipt of the claim by the Committee 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 Committee
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 Committee 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, all written in a manner
calculated to be understood by the claimant. If the Committee
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 duly authorized representative may request a
review by the Committee of the decision upon written application
to the Committee within sixty (60) days after notification of the
decision. The claimant or his duly authorized representative may
review pertinent documents and submit issues and comments in
writing. The Committee 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 Committee 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 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 Committee does not notify the
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claimant of its decision on review within the period herein
provided for, the claim shall be deemed denied on review.
(c) The Committee may adopt such rules as it deems necessary,
desirable, or appropriate to carry out its duties under this Section 24.
Any action or determination or decision whatsoever taken or made by the
Committee under this Section 24 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 24 shall be the
sole, exclusive and mandatory procedure for resolving any dispute under
this Plan.
25. Miscellaneous.
-------------
(a) In any instance in which the Committee believes such
action to be in the best interest of the party entitled to receive any
payment under this Plan, or to be in the best interests of any
Participating Employer (such as to eliminate small account balances or to
avoid the administrative inconvenience and expense which might be incurred
if relatively small amounts were to be paid to multiple recipients over
lengthy periods of time), amounts payable hereunder may be paid in a single
lump-sum payment, the amount of which shall be the Actuarial Equivalent of
the payment in question.
(b) In the event of the death of a Participant or any
beneficiary, the Committee need not make any payment provided for by this
Plan until it shall have received proof satisfactory to it of such death
and of the identity, existence and location of the party thereafter
entitled to receive payments under this Plan.
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(c) In making any payment or taking any action under this
Plan, the Participating Employers and the Committee shall be absolutely
protected in relying upon any finding or statement of facts believed to be
true, and on any written instrument believed to have been signed by the
proper party.
(d) 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 and in Courts situated in that State.
IN WITNESS WHEREOF, ANHEUSER-BUSCH COMPANIES, INC. has caused this
Amended and Restated Plan to be executed by its officers thereunto duly
authorized, this 24th day of June, 1994, effective as of October 1, 1993.
----
ANHEUSER-BUSCH COMPANIES, INC.
By /s/Jerry E. Ritter
------------------------------------
Jerry E. Ritter
Vice President and Group Executive
serp.93
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