{"id":40657,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-executive-retirement-plan-anheuser-busch-companies.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-executive-retirement-plan-anheuser-busch-companies","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-executive-retirement-plan-anheuser-busch-companies.html","title":{"rendered":"Supplemental Executive Retirement Plan &#8211; Anheuser-Busch Companies Inc."},"content":{"rendered":"<pre>\n                         ANHEUSER-BUSCH COMPANIES, INC.\n                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN\n                    Amended and Restated as of March 1, 2001\n\n\n 2\n                                TABLE OF CONTENTS\n\n1.   Definitions                                                     1\n2.   Participation                                                   3\n3.   Benefit on or After Normal Retirement Date                      4\n4.   Benefit on Early Retirement                                     5\n5.   Pre-Retirement Death Benefit                                    5\n6.   Disability Benefit                                              6\n7.   Forfeiture for Activity Contrary to the Company's Best Interests6\n8.   Payment Methods                                                 7\n9.   Obligation to Pay Benefits Hereunder                            8\n10.  Special Rule for Non-Deductible Amounts                         8\n11.  Change in Control                                               8\n12.  Concerning Payment; Beneficiaries                               9\n13.  Payees Presumed Competent                                      10\n14.  Facility of Payment                                            10\n15.  Notice of Address; Lost Payees                                 11\n16.  Participating Employer                                         11\n17.  No Liability for Payee's Debts                                 11\n18.  Administration                                                 12\n19.  Negation of Employment Contract                                12\n20.  Modification, Amendment, or Termination                        12\n21.  Set Off and Withholding                                        13\n22.  Claims Procedure                                               13\n23.  Miscellaneous                                                  14\n\n\n\n 3\n                         ANHEUSER-BUSCH COMPANIES, INC.\n                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN\n                    Amended and Restated as of March 1, 2001\n\n    ANHEUSER-BUSCH COMPANIES, INC., a Delaware corporation, established this \nSupplemental Executive Retirement Plan, originally effective as of January 1, \n1984.  The Plan has been amended from time to time and the Company hereby \namends and restates the Plan.  The provisions of this restated Plan shall \napply to eligible employees whose termination of employment with the Company \nor any other Participating Employer occurs on or after March 1, 2001.  The \nPlan is intended to be a nonqualified, unfunded plan to provide supplemental \nretirement benefits to a select group of management and highly compensated \nemployees, as described in Section 201(2) of the Employee Retirement Income \nSecurity Act of 1974 (\"ERISA\").\n\n    1.   Definitions.  The capitalized terms used in this Plan shall have the \n         -----------\nmeanings herein set out:\n\n         (a)   \"Accrued Benefit\" means at any given time the benefit \ncalculated in accordance with the formula in Section 3, using the \nParticipant's Eligible Earnings and Credited Service as of the date the \ncalculation is being made.  The benefit so calculated shall be the benefit \nthat would commence under the basic method of payment on the Participant's \nNormal Retirement Date.\n\n         (b)   \"Actuarial Equivalent\" means a benefit or benefits, or a \npayment or payments, which are of equal value at the date of determination to \nthe benefits for which they are to be substituted.  Equivalence of value is \ndetermined from actuarial calculations based on actuarial assumptions as to \ninterest and mortality applied with respect to the particular form or forms \nof payment under the Basic Plan, disregarding the interest and mortality \nassumptions grandfathered as of December 31, 1999 with respect to single sum \nand installment payments. \n\n         (c)   \"Basic Plan\" means the Supplement for the Anheuser-Busch \nSalaried Employees Pension Plan maintained as part of the Anheuser-Busch \nCompanies Pension Plan as now in effect or as hereafter amended.\n\n         (d)   \"Board\" means the board of directors of the Company.\n\n         (e)   \"Committee\" means the Committee designated to administer this \nPlan, as described in Section 18.\n\n         (f)   \"Company\" means Anheuser-Busch Companies, Inc., a Delaware \ncorporation, and any corporation(s) into which or with which it may be \nliquidated, merged or consolidated.\n\n         (g)   \"Credited Service\"  Except as provided herein, a Participant's \nCredited Service under this Plan shall be the same as the Participant's \nCredited Service under the Basic Plan for all purposes. This generally means \nan individual's \n\n\n\n 4\n\nyears and completed months of salaried employment with a Participating \nEmployer after attainment of age 21.   Credited Service shall not exceed 30 \nyears.  Additional Credited Service granted under the Change in Control \nprovisions of the Anheuser-Busch Companies Pension Plan (Section 19.14) \nshall not be Credited Service under this Plan.\n\n         (h)   \"Eligible Earnings\" means, for any calendar year, the sum of \nthe employee's annual base salary as of January 1 of  such year plus the \nbonus earned during the prior calendar year.  For purposes of computing \nbenefits under this Plan, the Eligible Earnings to be used shall be the \nhighest of the Eligible Earnings in the calendar year of termination or any \nof the four preceding calendar years.  Eligible Earnings shall recognize any \ncompensation deferred under the Executive Deferred Compensation Plan and \ntreat such compensation as if it were not deferred.\n\n         (i)   \"Eligible Employee\" means a salaried employee of a \nParticipating Employer who is an active participant currently accruing \nbenefits in the Basic Plan and who satisfies or in the past has satisfied one \nor more of the following requirements:\n \n               i)    He or she is a member of the Company's Strategy \nCommittee;\n\n               ii)   He or she has a salary band of I or above, or the \nequivalent thereof as determined by the Committee, and has, for the current \ncalendar year, Eligible Earnings of at least $140,000 (indexed as described \nbelow) or such other amount as the Committee shall determine from time to \ntime; or\n\n               iii)  He or she is an officer of the Company or Anheuser-\nBusch, Inc., a Missouri corporation, excluding an assistant officer.\n\nThe $140,000 figure shall be indexed as of January 1 of each year commencing \nJanuary 1, 1994, in accordance with the Company's overall combined merit \nbudget increase applicable for such year.  (For 2001, the Eligible Earnings \nrequirement is $178,853.)\n\n         (j)   \"Excess Benefit Plan\" means the Anheuser-Busch Companies, Inc.\nExcess Benefit Plan, Amended and Restated as of March 1, 2000, and as \nthereafter amended, or any other \"excess plan\" as described in Section 3(36) \nof ERISA, maintained by a Participating Employer and as in effect from time \nto time.\n\n         (k)   \"Normal Retirement Date\" means the first day of the month \ncoincident with or next following the date on which the Participant attains \nhis or her sixty-fifth (65th) birthday.\n\n         (l)   \"Participant\" means an Eligible Employee who is participating \nin this Plan in accordance with Section 2.\n\n         (m)   \"Participating Employer\" means the Company and any other\nmember of the controlled group of corporations of which the Company is a \nmember\n\n                                     -2-\n\n\n 5\n\nwhich is a Participating Employer in the Basic Plan and which has adopted \nthis Plan in the manner described in Section 16.\n\n         (n)   \"Plan\" means this Anheuser-Busch Companies, Inc. Supplemental \nExecutive Retirement Plan, Amended and Restated as of March 1, 2001, and as \nthereafter amended.\n\n         (o)   \"Primary Social Security Benefit\" means, for retirements on or \nafter the Normal Retirement Date, the estimated primary insurance amount that \nwould commence immediately under the Federal Social Security Act in effect on \nthe retirement date assuming that the Participant's earnings for Social \nSecurity purposes are equal to the benefit base as determined under Section \n230 of the Federal Social Security Act from the date the Participant attained \nage 21 until the Participant's retirement date.\n\n    For purposes of determining the Accrued Benefit prior to a Participant's \nNormal Retirement Date, the Primary Social Security Benefit means:\n\n               (i)   An amount determined as described above assuming that \nthe Participant retires on his or her Normal Retirement Date and that the \nSocial Security Act and benefit base remain unchanged in the future, \nmultiplied by\n\n               (ii)  The ratio of the Participant's Credited Service as of \nthe date of determination to the lesser of thirty (30) years or the \nParticipant's Credited Service had the Participant remained an active \nParticipant until his or her Normal Retirement Date. \n\n         (p)   \"Subsidiary\" means any business entity in which the Company\nhas an equity interest of at least fifty percent. \n\nMiscellaneous Rules of Construction.  Masculine pronouns include the \n-----------------------------------\nfeminine, the singular includes the plural, and the plural includes the \nsingular, as the context or application demands.\n\n    2.   Participation.  Each Eligible Employee shall commence participation \n         -------------\nin this Plan as of the first day of the month coincident with or next \nfollowing the date he or she first becomes an Eligible Employee.  An \nindividual who is an Eligible Employee solely under subparagraph (ii) of \nSection 1(i) shall be deemed to have first satisfied the band and \ncompensation requirements of such provision on January 1 of the first \ncalendar year for which such requirements are satisfied. Except as provided \nin Section 16, once an individual becomes a Participant, he or she shall \ncontinue to participate until termination of employment with a Participating \nEmployer even if such individual no longer satisfies the band and \ncompensation requirements to remain an Eligible Employee.  Any Eligible \nEmployee on October 1, 1993 who was not a Participant in this Plan prior to \nits restatement effective October 1, 1993 shall first participate as of \nOctober 1, 1993.\n\n\n                                     -3-\n 6\n\n    3.   Benefit on or after Normal Retirement Date.  \n         ------------------------------------------\n\n         (a)   A Participant who ceases to be employed by all members of the \nCompany's controlled group of corporations on or after his or her Normal \nRetirement Date shall receive a monthly benefit, payable under the basic \nmethod of payment described in Section 8, and commencing on the first day of \nthe month coinciding with or immediately following his or her last date of \nemployment, in an amount which is one-twelfth of the following:\n\n               (i)   For Strategy Committee members, one and two-thirds \npercent of Eligible Earnings times Credited Service; for all other \nParticipants, one and one-half percent of Eligible Earnings times Credited \nService (provided that once a Participant becomes a Strategy Committee \nmember, the Participant's benefit will be based on the higher formula for all \nCredited Service even if the Participant ceases to be a Strategy Committee \nmember prior to retirement); less\n                             ----\n\n               (ii)   The Participant's annual retirement benefit payable at \nNormal Retirement Date (or, if applicable, postponed retirement date) under \nthe Basic Plan, under the basic method of payment described in such plan; \nless also\n---------\n\n               (iii) Any other benefits from any excess benefit plan or other \nretirement plan or arrangement maintained or sponsored by the Company or any \nSubsidiary, other than a qualified or nonqualified 401(k) plan or a voluntary \nnonqualified deferred compensation plan.  The reduction under this paragraph \nshall be the annual benefit under such other plan or plans, payable at Normal \nRetirement Date (or, if applicable, postponed retirement date), expressed as \nif payable under the basic method of payment described in such plan; \nprovided, however, that if such basic method is not a form of single life \nannuity, then expressed as if payable solely for the lifetime of the \nParticipant on an Actuarial Equivalent basis; less also\n                                              ---------\n\n               (iv)  The Participant's annual Primary Social Security \nBenefit. \n\n         (b)   In no event shall a Participant's benefits calculated under \n3(a) be less than the difference between (i) the benefit actually payable \nunder the Basic Plan, and (ii) the benefit that would have been payable under \nthe Basic Plan without regard to the limitation imposed by Section 401(a)(17) \nof the Internal Revenue Code (both amounts to be determined under the basic \nmethod of payment).  This minimum benefit shall be separately calculated with \nrespect to all Participants, including those whose benefits exceed this \nminimum, and shall be treated as a separate obligation payable from a \nseparate plan solely for the purpose of determining which, if any, portion of \na Participant's benefits is subject to income tax in the state where the \nParticipant resided when the benefit was earned.\n\n         (c)   A Participant's gross benefit calculated under 3(a)(i) hereof \nshall never be lower than the amount that would have been calculated under \nsubparagraph (a)(i) if the Participant's retirement had occurred on any date \nafter the Participant's attainment of age 55 and five years of Credited \nService.  \n\n\n                                     -4-\n\n\n 7\n\n         (d)   If a Participant retires after his or her Normal Retirement \nDate, the Participant's gross benefit calculated under 3(a)(i) shall not be \nless than the Actuarial Equivalent of the Participant's gross benefit under \n3(a)(i) calculated as of the date the Participant attained Normal Retirement \nDate.\n\n    4.   Benefit on Early Retirement.  The following benefits are available \n         ---------------------------\nfor Participants who retire prior to Normal Retirement Date:\n\n         (a)   A Participant who ceases to be employed by all members of the \nCompany's controlled group of corporations prior to his or her Normal \nRetirement Date but after reaching age 62 and completing 30 years of Credited \nService shall be entitled to receive a retirement benefit equal to his or her \nAccrued Benefit, but commencing on the first day of the month coinciding with \nor immediately following the Participant's last date of employment. \n\n         (b)   A Participant who ceases to be employed by all members of the \nCompany's controlled group of corporations after reaching age 55 and who has \nat least five years of Credited Service but who is not eligible to receive a \nbenefit under paragraph (a) above may, unless disapproved by the Company's \nChief Executive Officer (or, in the case of the Chief Executive Officer, the \nBoard of Directors), be granted a benefit equal to his or her Accrued Benefit \nreduced in accordance with the reduction applicable to the Participant's \nretirement benefits payable under the Basic Plan.  Such benefit shall \ncommence as of the first day of the month coincident with or next following \nthe Participant's last date of employment.\n\n         (c)   There shall be no benefits payable from this Plan for a \nParticipant who ceases employment prior to the attainment of age 55, except \nas provided in Sections 5, 6 and 11. \n\n    5.   Pre-Retirement Death Benefit.  \n         ----------------------------\n\n         (a)   If a Participant dies while employed by a Participating\nEmployer, and after otherwise satisfying the requirements of Sections 3, 4 or \n6 to receive a retirement benefit, a death benefit may be paid.  The death \nbenefit, when combined with certain life insurance proceeds as described \nbelow, is intended to place the Participant in approximately the same \nposition (after payment of income taxes) as he or she would have been in had \nthe Participant retired on the date of the Participant's death.\n\n         The amount of the death benefit, if any, payable from this Plan\nshall be computed as follows:\n\n               (i)   the After-Tax single lump sum Actuarial Equivalent of \nhis or her Accrued Benefit under this Plan plus the After-Tax single lump sum \nvalue of any benefits that would have been payable under any Excess Benefit \nPlan if the Participant had retired (rather than died) on his or her date of \ndeath, minus\n       -----\n\n\n                                     -5-\n\n 8\n               (ii)  the single lump sum proceeds of any life insurance \npolicy insuring the life of the Participant, whether group, individual, term, \nuniversal or any other type, available through the Company or any Subsidiary, \nregardless of whether the premiums therefor are paid by the Participant or \nthe Company.  For purposes hereof, each Participant shall be deemed to have \nelected to participate in all such life insurance programs available through \nthe Company or any Subsidiary, whether or not such Participant actually so \nparticipated on the date of his or her death.  Any insurance policy proceeds \ndirectly attributable to supplemental contributions made by the Participant \nwith respect to any such policy shall not be taken into account for this \npurpose.\n\n               (iii) The amount so obtained shall then be grossed up for \nincome tax purposes by dividing such amount by one minus the tax rate \ndetermined under paragraph (b).\n\n         (b)   For purposes of this Section 5, the term \"After-Tax\" shall\nmean the amount remaining after subtraction of approximate federal, state and \nlocal income and employment taxes expected to be paid on the amount in \nquestion.  The Company's Tax Controller, or other officer with similar \nresponsibilities, shall determine \"After-Tax\" amounts, in his or her \ndiscretion, using such presumed tax rates as the Tax Controller shall deem \nreasonable and appropriate under the circumstances of the individual \ninvolved.\n\n         (c)   Any amount payable under this Section 5 shall be paid in a \nsingle lump sum to the Beneficiary determined in accordance with Section 12.\n\n    6.   Disability Benefit.  A Participant whose employment terminates \n         ------------------\nbecause of disability prior to becoming eligible for benefits under Section 3 \nor 4 shall be entitled to the Actuarial Equivalent of his or her Accrued \nBenefit.  Disability shall be established, as determined by the Committee, if \nthe Participant is unable for a period reasonably expected to exceed six \nmonths to perform the duties of the position held prior to the incident or \nthe onset of the illness resulting in the disability.\n\n    7.   Forfeiture for Activity Contrary to the Company's Best Interests.\n         ----------------------------------------------------------------\n         \n         (a)   Notwithstanding any provision of this Plan to the contrary,\nthe right of a Participant and his or her beneficiary or beneficiaries to \nreceive a benefit hereunder is expressly conditioned upon the Participant \nneither (i) having ceased to be employed by the Company or any Subsidiary \nunder circumstances or conditions inimical or contrary to the best interests \nof the Company or any Subsidiary, nor (ii) thereafter engaging in any activity\nwhich in the Committee's judgment is inimical or contrary to the best \ninterests of the Company or any Subsidiary.\n\n         (b)   Should a Participating Employer propose to enforce the \nforegoing, it shall give written notice to the Participant or other person(s) \notherwise entitled to payment, and may withhold payment pending final \nresolution of the matter.  The Committee shall thereupon investigate the \nalleged violation and shall consider, under such rules of procedure as the \nCommittee shall deem reasonable, such evidence and \n\n\n\n                                     -6-\n\n 9\n\ntestimony as the Participating Employer and the Participant or other person \nor persons receiving or otherwise entitled to receive payment may wish to \nsubmit in support or refutation of the alleged violation.  The decision of \nthe Committee shall be final and conclusive.  If the Committee concludes that \nthere has been a violation, the right of the Participant and all \nbeneficiaries to receive payment hereunder shall thereupon cease.  If the \nCommittee concludes that there has not been a violation, the amounts withheld \nor suspended shall become payable as though no proceedings had been \ninstituted nor any payment withheld or suspended, without, however, any \ninterest for the period during which such amounts were withheld or suspended.\n\n         (c)   The provisions of this Section authorizing the Participating \nEmployer to give notice of an alleged violation or possible violation of the \nconditions of paragraph (a) shall not be interpreted as requiring the \nParticipating Employer to take such action in each and every instance of a \nviolation or suspected violation, and in determining whether an attempt to \nenforce the forfeiture provisions of this Section shall be made, the \nParticipating Employer may consider the possible economic damage it might \nsuffer from the violation or suspected violation, the circumstances \nsurrounding the discontinuance of the employment of the Participant with the \nParticipating Employer and the quantum of proof which the Participating \nEmployer may have of a violation of the aforesaid conditions.\n\n         (d)   The provisions of this Section shall in no way impair or \nderogate the rights which a Participating Employer may otherwise have under \nany employment contract with a Participant or at law or in equity, to prevent \nthe disclosure of confidential information or to recover damages for the \ndisclosure thereof or to prevent a Participant from engaging in competition \nwith a Participating Employer or to recover damages therefor.\n\n         (e)   The Board (or the Executive Committee at any time the Board of \nDirectors is not in session) may revoke this Section at any time, whereupon \nno Accrued Benefit at that time shall ever be subject to forfeiture or \nrevocation for any reason, including (but not limited to) any subsequent \namendment to this Plan which reinstates the provisions of this Section or \nimposes similar conditions on a Participant's right to receive benefits \nhereunder.\n\n         (f)   If the provisions of this Section are invoked at any time\nafter payments have already been made, the Participating Employer shall have \nthe right to a refund of all monies theretofore paid.  If the Participating \nEmployer shall find it necessary to file suit to recover any amount \nhereunder, it shall be entitled to recover its reasonable attorney's fees and \ncosts.\n\n    8.   Payment Methods.  The basic method of payment for Participants \n         ---------------\nretiring on or after January 1, 1995 shall be monthly payments for life, \nbeginning on the first day of the month coincident or next following the \nParticipant's retirement date, with the last payment being for the month in \nwhich the Participant's death occurs, but with 120 monthly payments \nguaranteed.  Notwithstanding the foregoing, payment shall be made in a single \nlump sum unless the Participant gives written notice to the Committee, at \nleast one year prior to the date of employment termination, that the\n\n\n\n                                     -7-\n\n 10\n\nParticipant elects to receive benefits under either the basic method of \npayment described above or one of the following optional methods which shall \nbe the Actuarial Equivalent of the basic method of payment:\n\n         (a)   A two-thirds joint and survivor annuity with such contingent \nannuitant as the Participant may designate.  If a Participant has selected \nthis method of payment and the contingent annuitant dies before payments \nbegin, the selection shall be revoked, but if the contingent annuitant dies \nafter payments begin, the selection of this method of payment shall not be \naffected and no new contingent annuitant may be named; or\n\n         (b)   Level installments payable annually over a five-year period. \n\n         (c)   Level installments payable annually over a ten-year period.\n\nA Participant may elect an optional method of payment under this Plan which \nis different from the method of payment elected under either the Basic Plan \nor the Excess Benefit Plan.  \n\n    9.   Obligation to Pay Benefits Hereunder.  No trust fund, escrow account \n         ------------------------------------\nor other segregation of assets shall be established or made by any \nParticipating Employer to guarantee, secure or assure the payment of any \nbenefit hereunder.  The obligation of each Participating Employer to pay \nbenefits pursuant to this Plan shall constitute only a general obligation of \nthe Participating Employer to the Participants and other payees hereunder in \naccordance with the terms hereof.  Payment of benefits by a Participating \nEmployer hereunder shall be made only from the general funds of the \nParticipating Employer and no Participant or other potential payee of any \namount hereunder shall have any interest in any particular asset of any \nParticipating Employer by reason of the existence of this Plan, and the \namounts payable hereunder shall be subject in all respects to claims of \ngeneral creditors of the respective Participating Employers until actually \npaid over to the person(s) entitled to receive the same.\n\n    10.  Special Rule for Non-Deductible Amounts. Any amount otherwise\n         ---------------------------------------\npayable under the Plan in a calendar year for which the Company determines \nthat the amount would not be deductible by any Participating Employer under \nsection 162(m) of the Internal Revenue Code, shall not be paid until such \ncalendar year as the Company determines that the amount has ceased to be so \nnon-deductible.  In the case of any inconsistency between this Section 10 and \nany other provision of the Plan, this Section 10 shall govern, except in the \ncase of Section 11 becoming applicable.\n\n    11.  Change in Control.\n         -----------------\n         \n         (a)   If a Change in Control (as defined in Section 11(b)) shall \noccur, then, notwithstanding anything to the contrary herein, a Participant's \nAccrued Benefit under the Plan as of the Change in Control Date shall be \nfully vested and non-forfeitable.  Within 30 days after the Change in Control \nDate, the Participant shall be paid, in a single lump-sum payment, the \nActuarial Equivalent of such Accrued \n\n\n\n                                     -8-\n\n 11\n\nBenefit as of the date of payment.  Notwithstanding the foregoing, if, on the \nChange in Control date, a Participant otherwise satisfied the eligibility \nrequirements for early or normal retirement benefits under Sections 3 or 4, \nsuch Participant's benefit shall be paid as if he or she actually retired on \nthe Change in Control Date.  The Chief Executive Officer shall be deemed to \nhave granted any necessary approvals.\n\n         (b)   For purposes of this Plan, a \"Change in Control\" shall occur \nautomatically if and when an \"Acceleration Date\" occurs as defined in the \nCompany's 1998 Incentive Stock Plan or if and when an analogous change in \ncontrol event occurs as defined in any successor to such plan, and the Change \nin Control Date shall be the Acceleration Date or analogous date as defined \ntherein.\n\n         (c)   This Section 11 may be deleted or amended in any way pursuant \nto Section 20 at any time prior to a Change in Control.  Notwithstanding \nSection 20, following a Change in Control, the provisions of this Section 11 \ncannot, after the Change in Control Date, be amended in any manner without \nthe written consent of each individual who was a Participant immediately \nprior to the Change in Control.\n\n         (d)   Following a Change in Control, this Plan shall continue in \neffect, notwithstanding that payment of benefits shall have been made under \nSection 11(a), unless and until terminated by the Company.\n\n         (e)   If a Change in Control occurs, Section 7 shall no longer apply \nto any individual whose activities are not under investigation by the \nCommittee on the Change in Control Date.\n\n         (f)   If by reason of this Section an excise or other special tax \n(\"Excise Tax\") is imposed on any payment under this Plan (a \"Required \nPayment\"), the amount of each Required Payment shall be increased by an \namount which, after payment of income taxes, payroll taxes and Excise Tax \nthereon, will equal such Excise Tax on the Required Payment.\n\n    12.  Concerning Payment; Beneficiaries. \n         ---------------------------------\n\n         (a)   Except as otherwise provided in this Section, any amount \npayable under this Plan as a result of or following the death of a \nParticipant shall be applied only for the benefit of the beneficiary or \nbeneficiaries designated by the Participant pursuant to this Section.  Each \nParticipant shall specifically designate, by name, on forms provided by the \nCommittee, the beneficiary(ies) to whom any such amounts shall be paid.  A \nParticipant may change or revoke a beneficiary designation without the \nconsent of the beneficiary(ies) at any time by filing a new beneficiary \ndesignation form with the Committee.  The filing of a new form shall \nautomatically revoke any forms previously filed with the Committee.  A \nbeneficiary designation form not properly filed with the Committee prior to \nthe death of the Participant shall have no validity under the Plan.\n\n         (b)   Except as provided in Section 8, any such designation shall be \ncontingent on the designated beneficiary surviving the Participant.  If a \ndesignated \n\n\n\n                                     -9-\n\n 12\n\nbeneficiary survives the Participant but dies before receiving the entire \namount payable to the designated beneficiary hereunder, the amount which \nwould otherwise have been so paid shall be paid to the estate of the deceased \nbeneficiary unless a contrary direction was made by the Participant, in which \ncase such direction shall control.  More than one beneficiary, and \nalternative or contingent beneficiaries, may be designated, in which case the \nParticipant shall specify the shares, terms and conditions upon which amounts \nshall be paid to such multiple or alternative or contingent beneficiaries, \nall of which must be satisfactory to the Committee.  \n\n         (c)   If no beneficiary designation is on file with the Committee at \nthe time of the Participant's death or no beneficiary designated by the \nParticipant survives the Participant, the Participant's estate shall be \ndeemed to be the beneficiary designated to receive any amounts then remaining \npayable under this Plan.\n\n         (d)   In determining any question concerning a Participant's \nbeneficiary, the latest designation filed with the Committee shall control \nand intervening changes in circumstances shall be ignored; provided, if a \nParticipant's spouse is designated as beneficiary but thereafter is divorced \nfrom the Participant, such designation shall become invalid as of the date of \ndivorce unless the Participant files a beneficiary designation form with the \nCommittee after the date of divorce confirming designation of such former \nspouse as beneficiary.\n\n         (e)   Any check issued on or before the date of a Participant's\ndeath shall remain payable to the Participant, whether or not the check is \nreceived by the Participant prior to death.  Any check issued after the date \nof the Participant's death shall be the property of the Participant's \nbeneficiaries determined in accordance with this Section 12.\n\n    13.  Payees Presumed Competent.  Every person receiving or claiming \n         -------------------------\namounts payable under this Plan shall be conclusively presumed to be mentally \ncompetent and of legal age until the Committee receives a written notice, in \nform, manner and substance acceptable to it, that any such person is \nincompetent or is a minor or that a guardian or other person legally vested \nwith the care of the person's  estate has been appointed.\n\n    14.  Facility of Payment.  If any amount is payable hereunder to a minor \n         -------------------\nor other person under legal disability or otherwise incapable of managing his \nor her own affairs, as determined by the Committee in its sole discretion, \npayment thereof shall be made in one (or any combination) of the following \nways, as the Committee shall determine in its sole discretion:\n\n               (i)   Directly to said minor or other person;\n\n               (ii)  To a custodian for said minor or other person (whether \ndesignated by the Company or any other person) under the Missouri Transfers \nto Minors Law, the Missouri Personal Custodian Law or a similar law of any \nother jurisdiction;\n\n\n\n                                     -10-\n\n 13\n\n               (iii) To the conservator of the estate of said minor or other \nperson; or     \n\n               (iv)  To some relative or friend of such minor or other person \nfor the support, welfare or education of such minor or other person. \n    \nThe Committee shall not be required to see to the application of any payment \nso made, and payment to the person determined by the Committee shall fully \ndischarge the Plan and the Participating Employer from any further \naccountability or responsibility with respect to the amount so paid.\n\n    15.  Notice of Address; Lost Payees.  The address of every Participant or \n         ------------------------------\nother person entitled to any payment hereunder on file for purposes of the \nBasic Plan shall be used for all purposes of this Plan.  If the Committee is \nunable to locate any person, or the estate of such person, after a reasonable \nattempt to locate such person has been made, within two years after an amount \nbecomes payable hereunder, the right and interest of such payee in and to the \namount payable shall terminate on the last day of such two-year period.\n\n    16.  Participating Employer.  Any Participating Employer in the Basic\n         ----------------------\nPlan may become a Participating Employer in this Plan by submitting to the \nCommittee a resolution of its board of directors adopting the provisions of \nthis Plan.  The adoption of this Plan by a Participating Employer shall \nconstitute an automatic delegation by it to the Board of full authority to \namend or terminate the Plan and to the Committee to administer this Plan.  \nBenefits payable under this Plan for a Participant whose employment \nterminates from a Participating Employer shall be solely the obligation of \nthat Participating Employer.  A Participating Employer may withdraw from the \nPlan by action of its board of directors.  If such a withdrawal shall occur, \nno benefit shall be payable under this Plan to any Participant who has not \notherwise satisfied the eligibility requirements of Sections 3, 4, 6 or 11, \nas of the date of withdrawal. Notwithstanding the foregoing, any benefits in \npay status as of the date of withdrawal shall continue to be paid in full in \naccordance with the terms hereof.\n\n    17.  No Liability for Payee's Debts.  Amounts payable under this Plan \n         ------------------------------\nshall not be liable for or subject to the debts or liabilities of any payee, \nand no amount payable hereunder shall at any time or in any manner be subject \nto anticipation, alienation, sale, transfer, assignment, pledge or \nencumbrance of any kind, whether to any Participating Employer or to any \nother party whomsoever, and whether with or without consideration.  If any \npayee shall attempt to, or shall anticipate, alienate, sell, transfer, \nassign, pledge or otherwise encumber any amounts payable hereunder or any \npart thereof, or if by reason of bankruptcy or other event, such amounts \nwould at any time be received or enjoyed by persons other than such payee, \nexcept as otherwise permitted by this Plan, the Committee in its sole \ndiscretion may terminate such person's interest in any such amounts and hold \nor apply such amounts to or for the use of such person, his or her spouse, \nchildren or other dependents, or any of them, as the Committee may determine.\n\n\n\n                                     -11-\n\n 14\n\n    18.  Administration.  This Plan shall be administered by a Committee \n         --------------\ncomposed of the Company's Chief Executive Officer, Chief Financial Officer \nand Corporate Secretary.  The Committee shall administer the Plan in \naccordance with its terms and shall have all powers necessary to carry out \nthe provisions of the Plan.  The Committee shall interpret the Plan; shall \ndetermine all questions arising in the administration, interpretation, and \napplication of the Plan; and shall construe any ambiguity, supply any \nomission, and reconcile any inconsistency in such manner and to such extent \nas the Committee deems proper in its discretion.  Any interpretation or \nconstruction placed upon any term or provision of the Plan by the Committee, \nany decisions and determinations of the Committee arising under the Plan, \nincluding without limiting the generality of the foregoing:  (i) the \neligibility of any individual to become or remain a Participant and a \nParticipant's status as such, and Eligible Earnings for any year; (ii) the \ntime, method and amounts of payments payable under the Plan; (iii) the rights \nof Participants; and any other action or determination or decision whatsoever \ntaken or made by the Committee in good faith shall be final, conclusive, and \nbinding upon all persons concerned, including, but not limited to, the \nCompany, all Participating Employers and all Participants and beneficiaries.\n\n    19.  Negation of Employment Contract.  This Plan does not create an \n         -------------------------------\nemployment contract and nothing contained herein shall be deemed (a) to give \na Participant the right to be retained in the employ of any Participating \nEmployer; (b) to interfere with the right of any Participating Employer to \ndischarge a Participant at any time with or without cause; (c) to give any \nParticipating Employer the right to require a Participant to remain in its \nemploy; or (d) to interfere with the right of a Participant to terminate \nemployment voluntarily whenever the Participant chooses.\n\n    20.  Modification, Amendment, or Termination.  Except as provided in \n         ---------------------------------------\nSection 11, the Company has the absolute right to modify or amend this Plan \nin whole or in part, at any time and from time to time, effective as of any \nspecified prior, current or future date.  Such amendment shall be made in \naccordance with applicable corporate procedures then in effect for similar \nmatters.  The Company also reserves the right to terminate this Plan, in \nwhole or in part, voluntarily as of any specified current or future date.  \nThis Plan shall be automatically terminated upon a termination of the Basic \nPlan, a dissolution of the Company (but not upon a merger, consolidation, \nreorganization or recapitalization of the Company unless the surviving \ncorporation therein specifically terminates this Plan); upon the Company \nbeing legally adjudicated a bankrupt; upon the appointment of a receiver or \ntrustee in bankruptcy with respect to the Company's assets and business if \nsuch appointment is not set aside within 90 days thereafter; or upon the \nmaking by the Company of an assignment for the benefit of creditors.  Upon \ntermination of this Plan, no additional employee shall become eligible to \nparticipate herein, and no additional benefits shall be accrued hereunder.  \nNotwithstanding the termination of this Plan, no Participant affected thereby \nshall be deprived of the right to receive his or her Accrued Benefit at the \ntime and in the manner provided by this Plan.\n \n\n\n\n                                     -12-\n 15\n\n    21.  Set Off and Withholding.  \n         -----------------------\n\n         (a)  Notwithstanding Section 17, any amount then due and payable by \nthe Company or any Participating Employer to any Participant or the \nbeneficiary of any Participant under this Plan may be offset by any amounts \nowed to the Company or any Subsidiary by the Participant and\/or the \nbeneficiary for any reason and in any capacity whatsoever, as the Company may \ndetermine in its sole and absolute discretion.\n\n         (b)  There shall be deducted from any amount payable under this Plan \nall taxes required to be withheld by any federal, state or local government.  \nParticipants and their beneficiaries shall bear any and all federal, state, \nlocal and other income taxes and other taxes imposed on amounts paid under \nthe Plan, whether or not withholding is required or carried out in accordance \nwith this provision. \n\n    22.  Claims Procedures.\n         -----------------\n\n         (a)  The Committee shall make all decisions and determinations \nrespecting the right of any person to a payment under the Plan.\n\n\n         (b)   The following procedure shall be followed with respect to \nclaims under the Plan:\n\n               (i)   Any claimant who believes he or she is entitled to a \nbenefit under this Plan shall submit a claim for such benefit in writing to \nthe Committee.\n\n               (ii)  Any decision by the Committee denying a claim in whole \nor in part shall be stated in writing by the Committee and delivered or \nmailed to the claimant within ninety (90) days after receipt of the claim by \nthe Committee unless special circumstances require an extension of time for \nprocessing, but in any event within one hundred eighty (180) days after such \nreceipt.  If such an extension of time is taken, the Committee shall inform \nthe claimant of the delay in writing before the expiration of the initial \nninety (90) day period, including the reasons therefor and the date by which \nthe Committee expects to render a decision.  Any decision denying a claim \nshall set forth the specific reasons for the denial with specific references \nto Plan provisions on which the denial is based, a description of any \nadditional material or information necessary to perfect the claim and the \nreasons therefor, and an explanation of the Plan's claim review procedure, \nall written in a manner calculated to be understood by the claimant.  If the \nCommittee does not notify the claimant of denial of the claim or the need for \nan extension of time within the initial ninety (90) day period, the claim \nshall be deemed denied.  \n\n               (iii) If a claim is denied in whole or in part, the claimant \nor his duly authorized representative may request a review by the Committee \nof the decision upon written application to the Committee within sixty (60) \ndays after notification of the decision.  The claimant or his duly authorized \nrepresentative may review pertinent \n\n\n\n                                     -13-\n\n 16\n\ndocuments and submit issues and comments in writing.  The Committee shall \nmake its decision on review not later than sixty (60) days after receipt of \nthe request for review unless special circumstances require an extension of \ntime for processing, in which case its decision shall be rendered as soon as \npossible, but not later than one hundred twenty (120) days after receipt of \nthe request for review.  If such an extension of time is taken, the Committee \nshall inform the claimant of the delay in writing before the expiration of \nthe initial sixty (60) day period.  The decision on review shall be in \nwriting and shall include specific reasons for the decision, written in a \nmanner calculated to be understood by the claimant and specific references to \nthe pertinent plan provisions on which the decision is based.  If the \nCommittee does not notify the claimant of its decision on review within the \nperiod herein provided for, the claim shall be deemed denied on review.\n\n         (c)   The Committee may adopt such rules as it deems necessary, \ndesirable, or appropriate to carry out its duties under this Section 22.   \nAny action or determination or decision whatsoever taken or made by the \nCommittee under this Section 22 shall be final, conclusive, and binding upon \nall persons concerned, including, but not limited to, the Company, all \nParticipating Employers and all Participants and beneficiaries.\n         \n         (d)   The procedure provided for in this Section 22 shall be the \nsole, exclusive and mandatory procedure for resolving any dispute under this \nPlan; provided, that if a Participant wishes to make a valid legal challenge \nto the Committee's determination and he has entered into an agreement with \nthe Company to arbitrate disputes arising from his or her employment with the \nCompany, such legal challenge shall be resolved pursuant to the arbitration \nprocedures in that agreement and the Participant's burden of proof in any \narbitration shall be the same as if the dispute were tried in a court \nproceeding.  \n\n         (e)   Notwithstanding the foregoing, upon a Change in Control as\ndefined in Section 11, Section (d) above shall not apply.\n\n         (f)   In any arbitration or litigation to enforce rights and \nobligations hereunder, except as required by law or separate contract between \nthe parties, the unsuccessful party shall pay the successful party an amount \nequal to all reasonable out-of-pocket expenses (including reasonable legal \nexpenses and court costs) incurred by the successful party. \n\n    23.  Miscellaneous.\n         -------------\n\n         (a)   In any instance in which the Committee believes such action to \nbe in the best interest of the party entitled to receive any payment under \nthis Plan, or to be in the best interests of any Participating Employer (such \nas to eliminate small account balances or to avoid the administrative \ninconvenience and expense which might be incurred if relatively small amounts \nwere to be paid to multiple recipients over lengthy periods of time), amounts \npayable hereunder may be paid in a single lump-sum \n\n\n\n                                     -14-\n\n 17\n\npayment, the amount of which shall be the Actuarial Equivalent of the payment \nin question.\n\n         (b)   In the event of the death of a Participant or any beneficiary, \nthe Committee need not make any payment provided for by this Plan until it \nshall have received proof satisfactory to it of such death and of the \nidentity, existence and location of the party thereafter entitled to receive \npayments under this Plan.\n\n         (c)   In making any payment or taking any action under this Plan,\nthe Participating Employers and the Committee shall be absolutely protected in \nrelying upon any finding or statement of facts believed to be true, and on \nany written instrument believed to have been signed by the proper party.\n\n         (d)   Subject to the applicable provisions of the Employee\nRetirement Income Security Act of 1974 which provide to the contrary, this \nPlan shall be administered, construed, and enforced according to the laws of \nthe State of Missouri (other than choice of law), and in courts situated in \nthat state.\n\n    IN WITNESS WHEREOF, ANHEUSER-BUSCH COMPANIES, INC. has caused this \nAmended and Restated Plan to be executed by its officers thereunto duly \nauthorized, this 15th day of March, 2001, effective as of March 1, 2001.\n\n\n                                    ANHEUSER-BUSCH COMPANIES, INC.\n\n\n                                    By   \/s\/ W. Randolph Baker\n                                         -----------------------------\n                                         W. Randolph Baker\n                                         Chief Financial Officer\n\n\n\n                                     -15-\n                                     \n                                     \n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6706],"corporate_contracts_industries":[9421],"corporate_contracts_types":[9539,9550],"class_list":["post-40657","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-anheuser-busch-companies-inc","corporate_contracts_industries-food__beverages","corporate_contracts_types-compensation","corporate_contracts_types-compensation__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40657","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40657"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40657"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40657"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40657"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}