ANHEUSER-BUSCH COMPANIES, INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

 

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                                                             Exhibit 10.1

 

                        ANHEUSER-BUSCH COMPANIES, INC.

                          DEFERRED COMPENSATION PLAN

                          FOR NON-EMPLOYEE DIRECTORS

                   (AMENDED AND RESTATED AS OF MARCH 1, 2000)

 

      The Deferred Compensation Plan For Non-Employee Directors, originally

effective June 24, 1981, amended and restated in is entirety effective July

24, 1981, April 2, 1987, February 22, 1989, and January 1, 1997, is hereby

amended and restated in its entirety, effective March 1, 2000.

 

1.     Definitions

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      (a)    "Board" - the Board of Directors of the Company.

 

      (b)    "Cash Account" - each account being administered for the benefit

of a Participant pursuant to section 5 below.

 

      (c)    "Company" - Anheuser-Busch Companies, Inc.

 

      (d)    "Compensation" - any retainer, meeting and committee fees, or any

similar fee to which a Non-Employee Director is entitled for services

performed.

 

      (e)    "Credited Shares" - the shares of the Company's common stock

which, for accounting purposes only, are to be credited to a Participant's

Share Account from time to time. At no time shall Credited Shares be

considered as actual shares of common stock and a Participant shall have no

rights as a stockholder with respect to the Credited Shares.

 

      (f)    "Deferred Amount" - Compensation deferred by a Participant under

the Plan together with all interest, dividends or other amounts credited to a

Participant's account(s) pursuant to the provisions of the Plan.

 

      (g)    "Market Value" - the mean between the high and low price per share

of the Company's common stock, as reported on the New York Stock Exchange,

for the last business day of a calendar month.

 

      (h)    "Non-Employee Director" - any duly elected or appointed member of

the Board who is not an employee of the Company or of any subsidiary of the

Company, including for this purpose any Advisory Member or any Member

Emeritus.

 

 

 

      (i)    "Participant" - any Non-Employee Director who elects hereunder to

defer payment by the Company of any or all Compensation to which he/she may

be entitled and any Non-Employee Director entitled to a benefit under the

Plan pursuant to section 9 below.

 

      (j)    "Plan" - the Anheuser-Busch Companies, Inc. Deferred Compensation

Plan For Non-Employee Directors.

 

      (k)    "Prime Rate" - The annual prime interest rate published by The

Boatmen's National Bank of St. Louis or its successor.

 

       (l)    "Rate/Term" - one or more combinations of interest rates and time

periods which shall apply to Compensation allocated to Participants' Cash

Accounts for a calendar year pursuant to section 5 below.

 

      (m)    "Secretary" - the duly elected Secretary of the Company.

 

      (n)    "Share Account" - each account being administered for the benefit

of a Participant pursuant to section 6 below.

 

2.     Administration

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      The Plan shall be administered by the Secretary, who shall have the

authority to construe and interpret the Plan, and to establish or adopt

rules, regulations, procedures and forms relating to the administration of

the Plan. The Secretary shall have no authority to add to, delete from or

modify the terms of the Plan without the prior approval of the Board. Neither

the Secretary nor any member of the Board shall be liable for any act or

determination made in good faith.

 

Notwithstanding the foregoing, the Secretary shall have complete power from

time to time to adopt, amend, and rescind such rules as the Secretary shall

deem necessary, appropriate, or prudent in order to comply with or avoid

liability under Section 16 of the Securities Exchange Act of 1934, as

amended, or the rules promulgated thereunder from time to time. Without

limiting the generality of such authority, the Secretary may adopt, amend,

and rescind rules which may have the effect of adding to, deleting from, or

otherwise modifying the terms of the Plan in any respect, provided only that

the Secretary in good faith determines

 

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that such rules are reasonably likely to further the objective of complying

with or lawfully avoiding liability under Section 16 or the rules thereunder.

In addition, from time to time the Secretary may (but need not) adopt, amend,

and rescind rules which relax Plan restrictions on the timing or frequency of

actions by Plan Participants if and to the extent the Secretary determines that

such restrictions no longer are necessary to conform the Plan to any applicable

legal requirements and no longer are appropriate to the prudent and convenient

administration of the Plan. Any rules adopted, amended, or rescinded by the

Secretary hereunder shall become effective at such times as the Secretary may

determine, without approval or other action by the Board of Directors of the

Company. The Secretary shall notify the Board promptly of any rules adopted,

amended, or rescinded hereunder. The Board at all times shall retain the power

to annul in whole or part any action taken by the Secretary hereunder.

 

3.     Elections under the Plan

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      The following types of election shall be available under the Plan:

 

      (a)    (1) Each Non-Employee Director who desires to participate in the

Plan for a calendar year shall execute and deliver to the Secretary before

the beginning of the calendar year an appropriate election designating the

portion of Compensation for the calendar year to be deferred.

 

            (2) An individual who becomes a Non-Employee Director after the

beginning of a calendar year may make an initial election for the calendar

year within 30 days after the individual becomes a Non-Employee Director,

effective as of the first day of the month coincident with or next following

the date the election is filed.

 

            (3) After the initial election, a Participant's failure to

execute and deliver such an election before the beginning of a calendar year

shall be deemed an election to continue to defer Compensation in accordance

with the election in effect for the immediately prior calendar year.

 

      (b)    (1) Coincident with the initial election provided for in section

3(a), a Participant shall execute and deliver to the Secretary an appropriate

election designating the portion of the Participant's future Compensation to

be

 

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deferred that shall be allocated to the Cash Account and the Share Account

respectively, and may make such an election from time to time thereafter with

respect to future deferrals in the same manner.

 

            (2) A Participant may elect to transfer existing Deferred Amounts

between the Cash Account and the Share Account from time to time as provided

for in section 7.

 

      (c)    Each Participant for whom a Cash Account is maintained at any time

during a calendar year shall execute and deliver to the Secretary an

appropriate election designating the Rate/Term combinations which shall apply

to the amounts in the Participant's Cash Account as provided for in section 5

for the calendar year.

 

      (d)    (1) Coincident with the initial election provided for in section

3(a), a Participant shall execute and deliver to the Secretary an appropriate

election designating the date of commencement and form of distribution of the

Participant's Deferred Amounts authorized in section 8(b).

 

            (2) In addition, a Participant may from time to time execute such

an election designating a later date of commencement and/or a longer payment

period for all or any portion of the Participant's existing Deferred Amounts

and/or the Participant's Compensation to be deferred in the future, provided

that no such election with respect to existing Deferred Amounts shall be

valid unless it is executed and received by the Secretary at least one year

prior to the date of commencement then on file with the Secretary and at

least one year prior to the date the Participant's service on the Board is

scheduled to end (including service as an Advisory Member or Member

Emeritus).

 

       (e)    (1) Any election under this section 3 shall be effective on and

after the first day of the month next following the month in which the

election form is received by the Secretary or such later date as may be

specified on the election form, except with respect to transfers between the

Cash Account and the Share Account, which shall be effective at the end of

the month in which the election form is received by the Secretary as provided

for in section 7(b).

 

            (2) The receipt by the Secretary of a new election form shall

constitute a revocation of any previously filed

 

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inconsistent election, provided that a Participant shall not be able to change

the election provided for in section 3(a) before the first day of the following

calendar year and a Participant shall not be able to change the elections

provided for in section 3(b) before the later of the first day of the following

calendar year or the expiration of the fixed Term, if any, that the Participant

chose for any Deferred Amounts subject to the election, as provided for in

section 5.

 

            (3) No election to change the amount or percentage of

Compensation a Participant elects to defer shall be retroactively effective.

 

4.     Accounting

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      (a)    The Company shall establish on its books appropriate bookkeeping

accounts for each Participant which will accurately reflect the Deferred

Amount in each account of a Participant.

 

      (b)    The Secretary shall furnish each Participant with a statement of

the Deferred Amount in each account promptly following the end of each

calendar year.

 

5.     Cash Account

      ------------

      (a)    Each Participant's Cash Account shall consist of all of the

Deferred Amounts credited pursuant to a specific election to defer, a valid

transfer from the Participant's Share Account, or an election by the

Participant pursuant to section 9, if any.

 

      (b)    Crediting of interest on Deferred Amounts in a Participant's Cash

Account shall be governed by this section 5.

 

      (c)    (1) Before the beginning of each calendar year, the Company shall

offer one or more Rate/Term combinations.

 

            (2) The fixed Rates and Terms for each calendar year shall be

determined by the Chief Financial Officer of the Company and shall be

identical to the Rates and Terms available for the calendar year under the

Anheuser-Busch Executive Deferred Compensation Plan.

 

            (3) A fixed Term elected by a Participant need not be limited to

the deferral period for the amount subject to

 

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the Term elected.   For example, a Participant may elect a 10-year Term for an

amount that will become payable after 5 calendar years.

 

            (4) In addition to any fixed Rate/Term combinations provided for

in this section 5(c), the Prime Rate shall be offered to Participants for

each calendar year. Deferred Amounts subject to the Prime Rate shall be

credited as of the end of each calendar quarter with an amount equal to the

product of one-fourth of the Prime Rate in force at the end of that calendar

quarter, multiplied by the average daily balance of such Deferred Amounts for

that calendar quarter.

 

            (5) All fixed Terms shall commence on a January 1 and expire on a

December 31.   If a Participant executes and delivers a Rate/Term election for

a calendar year before the beginning of the calendar year, it shall become

effective as of Janu