ANHEUSER-BUSCH COMPANIES, INC. EXCESS BENEFIT PLAN AMENDED AND RESTATED

 

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                                                              Exhibit 10.6

 

              ANHEUSER-BUSCH COMPANIES, INC. EXCESS BENEFIT PLAN

                  AMENDED AND RESTATED AS OF MARCH 1, 2000

 

    Anheuser-Busch Companies, Inc., a Delaware corporation (the "Company"),

established this Excess Benefit Plan, originally effective as of January 1,

1984, to provide supplemental retirement benefits to certain employees whose

retirement benefits may be adversely affected by the limitations of Section

415 of the Internal Revenue Code.   This Plan is intended to be an "excess

benefit plan" as defined in Section 3(36) of the Employee Retirement Income

Security Act of 1974.   The Plan has been amended and restated from time to

time.   The Company hereby amends and restates the Plan as of March 1, 2000.

The provisions of this restated Plan shall apply to all eligible individuals

whose termination of employment occurs on or after March 1, 2000.

 

    1.    Definitions Applicable to this Excess Benefit Plan.   All capitalized

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terms used in this Plan shall have the meanings herein set out:

 

         (a) "Actuarial Equivalent" means a benefit or benefits, or a payment

or payments, which are of equal value at the date of determination to the

benefits for which they are to be substituted.   Equivalence of value is

determined from actuarial calculations based on actuarial assumptions as to

interest and mortality applicable with respect to the particular form or

forms of payment under the Basic Plan, disregarding interest and mortality

assumptions grandfathered as of December 31, 1999 with respect to single sum

and installment payments.

 

         (b) "Basic Plan" means the Supplement for the Anheuser-Busch

Salaried Employees Pension Plan maintained as part of the Anheuser-Busch

Companies Pension Plan as now in effect or as hereafter amended.

 

         (c) "Committee" means the same group of persons appointed to

administer the Basic Plan.

 

         (d) "Company" means Anheuser-Busch Companies, Inc., a Delaware

corporation, and any corporation(s) into which or with which it may be

liquidated, merged or consolidated.

 

         (e) "Participant" means an individual who is eligible to participate

in this Plan as described in Section 2.

 

         (f) "Participating Employer" as used in this Plan means a

Participating Employer in the Basic Plan which has adopted this Plan.

 

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         (g) "Plan" means this Anheuser-Busch Companies, Inc. Excess Benefit

Plan Amended and Restated as of March 1, 2000 as thereafter amended from time

to time.

 

         (h) "Subsidiary" means any business entity in which the Company has

an equity interest of at least fifty percent.

 

    2.    Eligibility to Participate.   Any individual whose retirement benefit

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under the Basic Plan will be limited by the provisions of Section 415 of the

Internal Revenue Code, or any regulations issued thereunder, shall be a

Participant in this Plan.

 

    3.    Benefits Under this Plan.   The Retirement Benefit payable by a

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Participating Employer under this Plan shall be equal to the Actuarial

Equivalent of:

 

         (a) The retirement benefit a Participant would be entitled to

receive under the Basic Plan, under the actual method of payment elected

under such plan, if Section 415 were inapplicable, less

 

         (b) The retirement benefit actually payable to the Participant under

the Basic Plan.

 

No Participant shall be vested in benefits under this Plan until the

Participant has (a) terminated employment, (b) attained age 55 or been

determined to be totally and permanently disabled under the Basic Plan, (c)

vested in his benefit under the Basic Plan, and (d) satisfied all other

requirements of this Plan for commencement of benefits.

 

    4.    Special Rule for Non-Deductible Amounts.   Any amount otherwise

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payable under the Plan in a calendar year for which the Company determines

that the amount would not be deductible by any Participating Employer under

section 162(m) of the Internal Revenue Code shall not be paid until such

calendar year as the Company determines that the amount has ceased to be so

non-deductible.   In the case of any inconsistency between this Section 4 and

any other provision of the Plan, this Section 4 shall govern, unless Section

20 applies.

 

    5.    Pre-Retirement Death Benefits.   There will be no pre-retirement death

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benefit under this Plan.

 

    6.    Payment Method.   The retirement benefit determined under Section 3

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shall be payable under the basic method of payment under the Basic Plan.

However,

 

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a Participant may elect, subject to approval of the Committee, to have his

retirement benefit hereunder paid under one or more of the optional

methods of payment set forth in the Basic Plan.   All optional methods of

payment shall be the Actuarial Equivalent of the amount determined under

Section 3.   A Participant may elect an optional method of payment under this

Plan which is different from the method of payment elected under the Basic

Plan.   Notwithstanding the foregoing, effective for any Participant whose

employment terminates on or after January 1, 1995, payment shall be made in

the form of a single lump sum unless the Participant shall elect, on forms

provided by the Committee, at least one calendar year prior to termination of

employment, to receive payment under the basic method or some other available

method.   Except as otherwise specifically provided in this Plan, retirement

benefits hereunder shall commence as of the same date benefits commence under

the Basic Plan.

 

    7.    Obligation to Pay Benefits Hereunder.   No trust fund, escrow account

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or other segregation of assets shall be established or made by a

Participating Employer to guarantee, secure or assure the payment of any

benefit hereunder.   A Participating Employer's obligation to pay retirement

benefits pursuant to this Plan shall constitute only a general contractual

liability to the Participants and other payees hereunder in accordance with

the terms hereof.   Payment of benefits by a Participating Employer shall be

made only from the general funds of such Participating Employer and no

Participant or any other potential payee of any amount hereunder shall have

any interest in any particular asset of a Participating Employer by reason of

the existence of this Plan.   The amounts payable hereunder shall be subject

in all respects to claims of general creditors of the Participating Employer

until actually paid over to the person(s) entitled to receive the same.

 

    8.    Concerning Payment.

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         (a) Except as otherwise provided in this Section 8, any amount

payable under this Plan as a result of or following the death of a

Participant shall be applied only for the benefit of the beneficiary or

beneficiaries designated by the Participant pursuant to this Section 8.   Each

Participant shall specifically designate, by name, on forms provided by the

Committee, the beneficiary(ies) to whom any such amounts shall be paid.

Except as provided in paragraph (c), a Participant may change or revoke a

beneficiary designation without the consent of the beneficiary(ies) at any

time by filing a new beneficiary designation form with the Committee.   The

filing of a new form shall automatically revoke any forms previously filed

with the Committee.   A beneficiary designation form not properly filed with

the Committee prior to the death of the Participant shall have no validity

under the Plan.

 

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         (b) Except as provided in paragraph (c), any such designation shall

be contingent on the designated beneficiary surviving the Participant.   If a

designated beneficiary survives the Participant but dies before receiving the

entire amount payable to the designated beneficiary hereunder, the amount

which would otherwise have been so paid shall be paid to the estate of the

deceased beneficiary unless a contrary direction was made by the Participant,

in which case such direction shall control.   More than one beneficiary, and

alternative or contingent beneficiaries, may be designated, in which case the

Participant shall specify the shares, terms and conditions upon which amounts

shall be paid to such multiple or alternative or contingent beneficiaries,

all of which must be satisfactory to the Committee.

 

         (c) If a Participant has selected a joint and survivor annuity

method of payment and the contingent annuitant dies before payments begin,

the selection shall be revoked, but if the contingent annuitant dies after

payments begin, the selection of this method of payment shall not be affected

and no new contingent annuitant may be named.

 

         (d) If no beneficiary designation is on file with the Committee at

the time of the Participant's death or no beneficiary designated by the

Participant survives the Participant, the Participant's estate shall be

deemed to be the beneficiary designated to receive any amounts then remaining

payable under this Plan.

 

         (e) In determining any question concerning a Participant's

beneficiary, the latest designation filed with the Committee shall control

and intervening changes in circumstances shall be ignored; provided, if a

Participant's spouse is designated as beneficiary but thereafter is divorced

from the Participant, such designation shall become invalid effective as of

the date of divorce unless the Participant files a beneficiary designation

form with the Committee after the date of divorce confirming the former

spouse as the Participant's beneficiary.

 

         (f) Any check issued on or before the date of a Participant's death

shall remain payable to the Participant, whether or not the check is received

by the Participant prior to death.   Any check issued after the date of the

Participant's death shall be the property of the Participant's beneficiaries

determined in accordance with this Section 8.

 

    9.    Facility of Payment. If any amount is payable hereunder to a minor or

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other person under legal disability or otherwise incapable of managing his or

her own affairs, as determined by the Committee in its sole discretion,

payment thereof shall be made in one (or any combination) of the following

ways, as the Committee shall determine in its sole discretion:

 

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         (i)     Directly to said minor or other person;

         (ii)   To a custodian for said minor or other person (whether

designated by the Committee 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 Committee shall not be required to see to the application of any payment

so made, and payment to the person determined by the Committee shall fully

discharge the Participating Employers and this Plan from any further

accountability or responsibility with respect to the amount so paid.

 

    10.   Payees Presumed Competent.   Every person receiving or claiming

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amounts payable under this Plan shall be conclusively presumed to be