ANHEUSER-BUSCH
EXECUTIVE DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED AS OF JANUARY 1, 2001)
Preamble
--------
Anheuser-Busch Companies, Inc. (the "Company") adopted the
Anheuser-Busch Executive Deferred Compensation Plan (the "Plan") for
the purpose of providing deferred compensation to a select group of
management and highly compensated employees, effective as of January 1,
1994. The Company reserved to itself the right to amend the Plan.
The Plan has been amended from time to time. The Company deems it
necessary and desirable to amend and restate the Plan in its entirety
as hereinafter set forth, effective January 1, 2001.
I. DEFINITIONS
Account: The separate record of the interest of each Participant in
-------
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 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 Employee
-----
for a Year under a bonus plan, regardless of when awarded or paid.
Company: Anheuser-Busch Companies, Inc.
-------
Deferral Amounts: The amounts a Participant defers under this Plan
----------------
from time to time.
Effective Date: The original Effective Date was January 1, 1994. The
--------------
Effective Date of this amendment and restatement of the Plan is January 1,
2001.
Eligible Compensation: As to any Year, a Participant's Base Salary
---------------------
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.
1
2
Eligible Employee: With respect to any Year, an Employee who 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 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 the
----------------
Plan from time to time. As of January 1, 2001, 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 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 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
----
set forth herein, as duly amended from time to time.
Related Employer: Each Participating Employer and each other legal
----------------
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.
----
2
3
II. ELIGIBILITY
An Employee shall be an Eligible Employee for a Year only if the sum of
the Employee's annual rate of Base Salary as of October 1 of the immediately
preceding calendar year and the Employee's Bonus for the second preceding
calendar year exceeds $250,000, as adjusted for each Year after 1994 in
accordance with the Company's budgeted internal merit increase factor for
that Year (hereinafter "$250,000 As Adjusted").
III. DEFERRAL ELECTIONS
3.01 Types of Election; Time of Election. Each Participant for a
-----------------------------------
Year 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 of the Participant's Base
Salary in excess of $250,000 As Adjusted. If by
reason of Sec. 3.04, an installment is insufficient
to support any deferral, no make-up deferral shall
be made from any future Base Salary installment.
(ii) If a Participant's annual Base Salary rate is
changed during a Year, the amounts deferred prior
to the date of change shall not be changed. The
maximum portion of each installment that can be
deferred after the change shall be determined by:
(i) adding (a) the Participant's actual Base Salary
-
for the portion of the Year before the effective
date of the change, and (b) the 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) $250,000
-
As Adjusted, and (b) the total amount deferred
-
during the Year before the effective date of the
change; and (iii) dividing the remainder by the
number of pay periods remaining in the Year as
of the effective date of the change.
(iii) The maximum portion of a Participant's Bonus subject
to deferral election hereunder shall be equal to
the amount by which the Participant's Eligible
Compensation exceeds the
3
4
sum of the portion of the Participant's Base Salary
deferred hereunder plus $250,000 As Adjusted.
(iv) If any portion of a Participant's total compensation
from all Participating Employers for a Year would
not be deductible for the Year by any Participating
Employer under section 162(m) of the Internal
Revenue Code, the Participant may elect to defer an
indefinite amount equal to such non-deductible
portion of the Participant's compensation, and the
Company may adopt such special rules and procedures
as it deems appropriate to carry out such election.
(b) The period of deferral for amounts deferred during the
Year, which may be a definite period of five (5), ten
(10), fifteen (15) or twenty (20) Years including the Year
of deferral, or an indefinite period ending on termination
of the Participant's employment with all Related
Employers, subject to extension provided for in Secs.
3.01(d), 3.01(e) and 3.02 or acceleration as provided for
in Secs. 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 Secs. 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. Sec. 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 Sec. 3.01(e), all elections
pursuant to this Sec. 3.01 shall be irrevocable.
Notwithstanding anything, a Participant may elect (i) a
longer deferral period permitted under Sec. 3.01(b),
including without limitation the period ending on
termination of employment, (ii) a longer period for
payment of installments permitted under Sec. 3.01(c) for
amounts previously deferred under the Plan or (iii) the
later commencement date permitted in Sec. 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 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.
4
5
3.02. Special Rule for Non-deductible Amounts. Any amount otherwise
---------------------------------------
payable under the Plan in a Year for which the Company determines that the
amount would not be deductible by any Participating Employer under section
162(m) of the Internal Revenue Code shall not be paid until such Year as the
Company determines that the amount has ceased to be non-deductible by any
Participating Employer under section 162(m) of the Internal Revenue Code. In
the case of any inconsistency between this Sec. 3.02 and any other provision
of the Plan, this Sec. 3.02 shall govern, except in the case of Sec. 7.06.
3.03. Termination of Deferrals on Termination of Employment. If a
-----------------------------------------------------
Participant's employment with all Participating Employers is terminated
before the end of a Year as to which the Participant elected to defer a
portion of Eligible Compensation under the Plan:
(a) Except for deferrals described in Sec. 3.01(a)(iv), all
such deferrals shall cease upon such termination of
employment, whether or not the Participant receives any
amounts otherwise classified as Eligible Compensation
after such termination, and
(b) No portion of the Participant's Eligible Compensation
previously deferred during the Year shall be refunded to
the Participant, even though the Participant's total
Eligible Compensation for the Year may be less than
$250,000 As Adjusted.
3.04. Miscellaneous Limitations on Deferral. Notwithstanding Sec.
-------------------------------------
3.01, 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.
IV. ACCOUNTS
4.01. Maintenance of Accounts. The Company will maintain an Account
-----------------------
for the benefit of each Participant.
5
6
4.02. Crediting Deferral Amounts. Each Participant's Account shall 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 Sec.
3.01(a).
4.03. Crediting or Debiting Investment Returns. The Company shall
----------------------------------------
credit or debit, as the case may be, each Participant's Account to reflect
the return on hypothetical investments as provided in Sec. 5.02.
4.04. Debiting Payments. Each Participant's Account shall be debited
-----------------
by the amount of each payment pursuant to Section VII with respect to the
Participant at the time of such payment.
V. HYPOTHETICAL INVESTMENTS
5.01. Election of Hypothetical Investments.
------------------------------------
(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
Sec. 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 Sec. 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.
6
7
5.02. Crediting Returns. The Company shall, at such times and in 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.
---------------------
(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.
(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
-------------------------
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 Sec. 5.03(b).
VI. FIXED INCOME FUND
6.01. Operation of the Fixed Income Fund. The Fixed Income Fund
----------------------------------
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.
7
8
(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 2001, the 3% Rate shall
apply to all amounts deferred for 2001 from the date of
deferral through December 31, 2003.
(d) The Terms elected by a Participant need not be limited to
the deferral period for the amount subject to the Term
elected. For example, a Participant may elect a 10-Year
Term for an amount the Participant has elected to be
distributed after 5 Years.
(e) 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 Sec. 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
-------------------------------------------
the Fixed Income Fund is paid in installments pursuant to a Participant's
election in accordance with Sec. 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 Sec. 5.01 until payment is complete; provided, in the
absence of an election by a Participant or beneficiary in accordance with the
8
9
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.
VII. PAYMENTS TO PARTICIPANTS
7.01. Time Payment Begins.
-------------------
(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 Sec. 3.01(b) or (e).
(b) Notwithstanding Sec. 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
Sec. 3.01(d) or (e).
7.02. Form of Payment.
---------------
(a) If a Participant elects payment of any amount in a single
sum pursuant to Sec. 3.01(c), such single sum amount shall
be due and payable as of the date determined pursuant to
Sec. 7.01.
(b) If a Participant elects payment of any amount in five (5)
or ten (10) installments pursuant to Sec. 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 Sec. 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. Sec. 114, the Company shall modify the
installment method provided for in Secs. 7.02(b) and 7.04
to the extent required to satisfy the requirements of
4 U.S.C. Sec. 114.
(d) Notwithstanding Secs. 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
9
10
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 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.
-----------------------
(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 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 Sec. 7.04
to the extent required by Sec. 7.02(c).
7.05. Acceleration of Payment for Unforeseeable Emergency.
---------------------------------------------------
(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
Sec. 7.05.
(b) For purposes of this Sec. 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
10
11
Internal Revenue Code) of the Participant or beneficiary,
loss of the Participant's or beneficiary's property due to
casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the
control of the Participant or beneficiary. The
circumstances that will constitute an unforeseeable
emergency will depend upon the facts of each case, but, in
any case, payment may not be made to the extent that such
hardship is or may be relieved--
(i) Through reimbursement or compensation by insurance
or otherwise,
(ii) By liquidation of the Participant's or beneficiary's
assets, to the extent the liquidation of such assets
would not itself cause severe financial hardship, or
(iii) By cessation of deferrals under this Plan or by
cessation of elective deferrals if and when possible
under any other deferred compensation plan for which
the Participant or beneficiary is eligible; provided
that a Participant shall not be permitted to cease
deferrals under this plan as of any date other than
a January 1.
Examples of what are not considered to be unforeseeable emergencies
include the need to send a Participant's or beneficiary's child to
college or the desire to purchase a home.
(c) Withdrawal of amounts because of an unforeseeable
emergency shall be permitted only to the extent reasonably
needed to satisfy the emergency need.
(d) All determinations under this Sec. 7.05 shall be made
by an Administrative Committee appointed pursuant to
Sec. 8.01(c).
(e) Notwithstanding any other provision of this Sec. 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.
-----------------
(a) If a Change in Control (as defined in Sec. 7.06(b)) shall
occur, then, notwithstanding anything to the contrary
herein, the entire amount
11
12
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.
(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 Sec. 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 Sec. 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 Sec. 7.06(a).
(e) If by reason of this Sec. 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 Secs. 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.
--------------------
(a) Except as otherwise provided in this Sec. 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 Sec. 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
12
13
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.
(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 Sec. 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
--------------------------------------
Participant or beneficiary under this Plan shall be the sole responsibility
of the Company.
13
14
VIII. ADMINISTRATION
8.01. Administrative Duties of the Company.
------------------------------------
(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.
-----------------
(a) The Company shall make all decisions and determinations
respecting the right of any person to a payment under
the Plan.
14
15
(b) The following procedure shall be followed with respect to
claims under the Plan:
(i) Any claimant who believes he or she is entitled to
a benefit under this Plan shall submit a claim for
such benefit in writing to the Company.
(ii) Any decision by the Company denying a claim in whole
or in part shall be stated in writing by the Company
and delivered or mailed to the claimant within
ninety (90) days after receipt of the claim by the
Company unless special circumstances require an
extension of time for processing, but in any event
within one hundred eighty (180) days after such
receipt. If such an extension of time is taken, the
Company shall inform the claimant of the delay in
writing before the expiration of the initial ninety
(90) day period, including the reasons therefor and
the date by which the Company expects to render a
decision. Any decision denying a claim shall set
forth the specific reasons for the denial with
specific references to Plan provisions on which the
denial is based, a description of any additional
material or information necessary to perfect the
claim and the reasons therefor, and an explanation
of the Plan's claim review procedure as provided for
in Sec. 8.02(b)(iii), all written in a manner
calculated to be understood by the claimant. If the
Company does not notify the claimant of denial of
the claim or the need for an extension of time
within the initial ninety (90) day period, the claim
shall be deemed denied.
(iii) If a claim is denied in whole or in part, the
claimant or his or her duly authorized
representative may request a review by the Company
of the decision upon written application to the
Company within sixty (60) days after notification of
the decision. The claimant or his or her duly
authorized representative may review pertinent
documents and submit issues and comments in writing.
The Company shall make its decision on review not
later than sixty (60) days after receipt of the
request for review unless special circumstances
require an extension of time for processing, in
which case its decision shall be rendered as soon as
possible, but not later than one hundred twenty
(120) days after receipt of the request for review.
If such an extension of time is taken, the Company
shall inform the claimant of the delay in writing
before the expiration of the initial sixty (60) day
period. The decision on review shall be in writing
and shall include specific reasons for the decision,
written in
15
16
a manner calculated to be understood by the claimant
and specific references to the pertinent plan
provisions on which the decision is based. If the
Company does not notify the claimant of its decision
on review within the period herein provided for, the
claim shall be deemed denied on review.
(c) The Company may adopt such rules as it deems necessary,
desirable, or appropriate to carry out its duties under
this Sec. 8.02. All rules, decisions and determinations
of the Company under this Sec. 8.02 shall be uniformly and
consistently applied. Any action or determination or
decision whatsoever taken or made by the Company under
this Sec. 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 Sec. 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.
(e) Notwithstanding the foregoing, upon a Change in Control as
defined in Sec. 7.06, Sec. 8.02(d) shall not apply.
8.03. Books and Records.
-----------------
(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.
16
17
8.04. Notices.
-------
(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.
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.
17
18
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
-------------------------------
Company and all Participants that the Plan shall be unfunded for tax purposes
and for purposes of Title I of the Employee Retirement Income Security Act of
1974, as amended from time to time. Amounts payable to Participants under
this Plan shall be paid solely from the general assets of the Company as they
come due from time to time. No Participant and no successor of any
Participant shall have any property interest whatsoever in any asset of the
Company on account of participation in this Plan. Participants' rights under
this Plan shall be no greater than the right of an unsecured general creditor
of the Company. Nothing in this Plan shall require the Company to invest
any amount in any asset or type of asset.
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 Sec. 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.
18
19
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;
(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.
19
20
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 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 21st day of December, 2000, effective as of
the 1st day of January, 2001.
ANHEUSER-BUSCH COMPANIES, INC.
By /s/ W. Randolph Baker
---------------------------
W. Randolph Baker
Chief Financial Officer
20
21
ANHEUSER-BUSCH
EXECUTIVE DEFERRED COMPENSATION PLAN
Amended and Restated as of January 1, 2001
22
TABLE OF CONTENTS
-----------------
Preamble 1
--------
I. DEFINITIONS 1
Base Salary 1
Bonus 1
Company 1
Effective Date 1
Eligible Compensation 1
Eligible Employee 2
Employee 2
Measurement Fund 2
Participant 2
Participating Employer 2
Plan 2
Related Employer 2
Year 2
II. ELIGIBILITY 3
III. DEFERRAL ELECTIONS 3
3.01. Types of Election; Time of Election 3
3.02. Special Rule for Non-deductible Amounts 5
3.03. Termination of Deferrals on Termination of Employment 5
3.04. Miscellaneous Limitations on Deferral 5
IV. ACCOUNTS 5
4.01. Maintenance of Accounts 5
4.02. Crediting Deferral Amounts 6
4.03. Crediting or Debiting Investment Returns 6
4.04. Debiting Payments 6
V. HYPOTHETICAL INVESTMENTS 6
5.01. Election of Hypothetical Investments 6
5.02. Crediting Returns 7
5.03. If Payment is Delayed 7
5.04. If Payment is Accelerated 7
i
23
VI. FIXED INCOME FUND 7
6.01. Operation of the Fixed Income Fund 7
6.02. Accrual of Interest on Installment Payments 8
VII. PAYMENTS TO PARTICIPANTS 9
7.01. Time Payment Begins 9
7.02. Form of Payment 9
7.03. Set Off and Withholding 10
7.04. Determination of Installment Amounts 10
7.05. Acceleration of Payment for Unforeseeable Emergency 10
7.06. Change in Control 11
7.07. General Right to Accelerate Payment 12
7.08. Payment After Death 12
7.09. All Payments to be Made by the Company 13
VIII. ADMINISTRATION 14
8.01. Administrative Duties of the Company 14
8.02. Claims Procedures 14
8.03. Books and Records 16
8.04. Notices 17
IX. AMENDMENT AND TERMINATION 17
X. PARTICIPATING EMPLOYERS OTHER THAN THE COMPANY 18
10.01. Adoption 18
10.02. Withdrawal 18
10.03. Succession 18
XI. MISCELLANEOUS 18
11.01. Company's Obligations Unsecured 18
11.02. No Alienation 18
11.03. No Waiver of Rights 18
11.04. Severability 19
11.05. Legal Expenses 19
11.06. Presumption of Competence 19
11.07. Facility of Payment 19
11.08. No Guarantee of Employment or Compensation 19
11.09. Plan Provisions Binding 20
11.10. Rules of Interpretation 20
11.11. Missouri Law Controls 20
11.12. Counterparts 20
ii
24
iii