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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
