<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 26, 1994
Registration Statement No. 33-_____
__________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
_________________________________
ANHEUSER-BUSCH COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 43-1162835
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
One Busch Place
St. Louis, Missouri 63118
(Address of principal executive offices)
__________________________
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN EMPLOYEES OF CAMPBELL-TAGGART, INC. AND ITS SUBSIDIARIES)
(Full title of the plan)
__________________________
JoBeth G. Brown Copies to:
Secretary
Anheuser-Busch Companies, Inc. John A. Niemoeller, Esq.
One Busch Place The Stolar Partnership
St. Louis, Missouri 63118 911 Washington Avenue, 7th Floor
(Name and address of agent for service) St. Louis, Missouri 63101
(314) 577-3314
(Telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed Proposed Amount of
class of securities to be maximum maximum registration
to be registered Registered offering aggregate fee
price offering
per share price
Common Stock,
$1 Par Value Per
Share, Including
Related Rights 1,000,000 Shares $54.50* $54,500,000* $18,793.11
* Estimated solely for purposes of calculating the registration fee.
In accordance with Rule 457(h)(1), the proposed offering price of
shares was based on the average of the high and low prices reported
on the New York Stock Exchange for May 20, 1994.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
Pursuant to Rule 457(h)(2), no separate registration fee is required with
respect to the plan interests.<PAGE>
PART I
The Section 10(a) prospectus relating to the Plan is omitted from this
Registration Statement pursuant to the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference
The following documents are incorporated in this registration
statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1994.
(c) The Registrant's Current Report on Form 8-K dated February 24,
1994.
(d) The description of the Registrant's shares of common stock,
including the Rights related to the shares as set forth in the Rights
Agreement relating to such Rights, contained in the Registrant's
registration statement filed under the Securities Exchange Act of 1934,
file no. 1-7823, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of
such documents.
Item 4. Description of Securities
The Registrant's common stock is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.
Item 5. Interests of Named Experts and Counsel
Price Waterhouse, the Registrant's independent accountants, have no
interest in the Registrant.
Thomas D. Larson, Esq., Associate General Counsel of the Registrant,
has passed upon the legality of the shares offered under this registration
statement. Jacquelyn G. Johnson, Esq., Senior Associate General Counsel of
the Registrant, has passed upon the compliance of the Plan with the
requirements of ERISA.
Item 6. Indemnification of Directors and Officers
The Delaware General Corporation Law permits the indemnification by a
Delaware corporation of its directors, officers, employees and other agents
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative
II-1
<PAGE>
(other than derivative actions which are by or in the right of the
corporation) if they acted in good faith in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe their conduct was illegal. A similar standard of care is
applicable in the case of derivative actions, except that indemnification
only extends to expenses (including attorneys' fees) incurred in connection
with defense or settlement of such an action or requires court approval
before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation.
The Registrant's Restated Certificate of Incorporation provides that
each person who was or is made a party to, or is involved in, any action,
suit or proceeding by reason of the fact that he or she is or was a
director or officer of the Registrant (or was serving at the request of the
Registrant as a director, officer, employee or agent for another entity)
while serving in such capacity will be indemnified and held harmless by the
Registrant to the full extent authorized or permitted by Delaware law. The
Restated Certificate also provides that the Registrant may purchase and
maintain insurance, may also create a trust fund, grant a security interest
and/or use other means (including establishing letters of credit, surety
bonds and other similar arrangements), and may enter into contracts
providing for indemnification, to ensure full payment of indemnifiable
amounts.
The Registrant has entered into indemnification agreements with its
directors and its executive officers.
Item 7. Exemptions from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit
No.
4.1 Form of the Anheuser-Busch Deferred Income Stock Purchase and
Savings Plan (For Certain Employees of Campbell-Taggart, Inc.
and its Subsidiaries).
4.2 Form of Trust Agreement for Anheuser-Busch Deferred Income Stock
Purchase and Savings Plan (For Certain Employees of Campbell-
Taggart, Inc. and its Subsidiaries), with attached Appendix and
Exhibits.
5.1 Opinion and consent of Thomas D. Larson, Esq., Associate General
Counsel of the Registrant, concerning the legality of the shares
of common stock being registered hereunder.
5.2 Opinion and consent of Jacquelyn G. Johnson, Senior Associate
General Counsel of the Registrant, concerning the compliance of
the Plan with the requirements of ERISA.
23.1 Consent of Independent Accountants.
24.1 Power of Attorney Executed by Certain Officers and Directors of
the Registrant.
II-2<PAGE>
24.2 Power of Attorney Executed by the Members of the Plan's
Administrative Committee.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe
that it meets all the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis, State of
Missouri, on May 26, 1994.
ANHEUSER-BUSCH COMPANIES, INC.
By: JOBETH G. BROWN
(JoBeth G. Brown, Secretary)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated:
Signature Title Date
August A. Busch III* Chairman of the Board May 26, 1994
(August A. Busch III) and President and
Director (Principal
Executive Officer)
Jerry E. Ritter* Executive Vice President May 26, 1994
(Jerry E. Ritter) - Chief Financial and
Administrative Officer
(Principal Financial
Officer)
Gerald C. Thayer* Vice President and May 26, 1994
(Gerald C. Thayer) Controller (Principal
Accounting Officer)
Pablo Aramburuzabala O.* Director May 26, 1994
(Pablo Aramburuzabala O.)
Richard T. Baker* Director May 26, 1994
(Richard T. Baker)
Andrew B. Craig III* Director May 26, 1994
(Andrew B. Craig III)
Bernard A. Edison* Director May 26, 1994
(Bernard A. Edison)
Peter M. Flanigan* Director May 26, 1994
(Peter M. Flanigan)
John E. Jacob* Director May 26, 1994
(John E. Jacob)
Charles F. Knight* Director May 26, 1994
(Charles F. Knight)
II-5
<PAGE>
Vernon R. Loucks, Jr.* Director May 26, 1994
(Vernon R. Loucks, Jr.)
Vilma S. Martinez* Director May 26, 1994
(Vilma S. Martinez)
Sybil C. Mobley* Director May 26, 1994
(Sybil C. Mobley)
James B. Orthwein* Director May 26, 1994
(James B. Orthwein)
Douglas A. Warner III* Director May 26, 1994
(Douglas A. Warner III)
William H. Webster* Director May 26, 1994
(William H. Webster)
Edward E. Whitacre, Jr.* Director May 26, 1994
(Edward E. Whitacre, Jr.)
* By: JOBETH G. BROWN
JoBeth G. Brown
Attorney-in-Fact
II-6
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of
1933, the administrative committee of the Plan has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of Missouri, on
May 26, 1994.
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN EMPLOYEES OF CAMPBELL-TAGGART, INC. AND ITS SUBSIDIARIES)
Signature Title Date
Albert R. Wunderlich* Committee Member May 26, 1994
(Albert R. Wunderlich)
Wiiliam L. Rammes* Committee Member May 26, 1994
(William L. Rammes)
JoBeth G. Brown* Committee Member May 26, 1994
(JoBeth G. Brown)
Jacquelyn G. Johnson* Committee Member May 26, 1994
Jacquelyn G. Johnson)
* By: JOBETH G. BROWN
JoBeth G. Brown
Attorney-in-Fact
II-7
<PAGE>
EXHIBIT INDEX
Exhibit Description
4.1 Form of the Anheuser-Busch Deferred Income Stock Purchase and Savings
Plan (For Certain Employees of Campbell-Taggart, Inc. and its
Subsidiaries).
4.2 Form of Trust Agreement for Anheuser-Busch Deferred Income Stock
Purchase and Savings Plan (For Certain Employees of Campbell-Taggart,
Inc. and its Subsidiaries), with attached Appendix and Exhibits.
5.1 Opinion and consent of Thomas D. Larson, Esq., Associate General
Counsel of the Registrant, concerning the legality of the shares
of common stock being registered hereunder.
5.2 Opinion and consent of Jacquelyn G. Johnson, Senior Associate
General Counsel of the Registrant, concerning the compliance of
the Plan with the requirements of ERISA.
23.1 Consent of Independent Accountants.
24.1 Power of Attorney Executed by Certain Officers and Directors of
the Registrant.
24.2 Power of Attorney Executed by the Members of the Plan's
Administrative Committee.
All Exhibits are filed electronically with Form S-8.
<PAGE>
EXHIBIT 4.1
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN EMPLOYEES OF
CAMPBELL TAGGART, INC. AND ITS SUBSIDIARIES)
Effective July 1, 1994
<PAGE>
TABLE OF CONTENTS
Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan
(For Certain Employees of
Campbell Taggart, Inc. and its Subsidiaries)
ARTICLE I . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ESTABLISHMENT OF PLAN . . . . . . . . . . . . . . . . . . 1
1.1. Action By Company . . . . . . . . . . . . . . 1
1.2. Named Plan Fiduciaries . . . . . . . . . . . . 1
ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . 2
DEFINITIONS OF GENERAL APPLICABILITY AND RULES OF
CONSTRUCTION . . . . . . . . . . . . . . . . . . . . 2
2.1. "Account" . . . . . . . . . . . . . . . . . . 2
2.2. "After-Tax Contributions" . . . . . . . . . . 2
2.3. "Before-Tax Contributions" . . . . . . . . . . 2
2.4. "Beneficiary" . . . . . . . . . . . . . . . . 2
2.5. "Base Pay" . . . . . . . . . . . . . . . . . . 2
2.6. "Board" . . . . . . . . . . . . . . . . . . . 4
2.7. "Closing Price" . . . . . . . . . . . . . . . 4
2.8. "Code" . . . . . . . . . . . . . . . . . . . . 4
2.9. "Committee" . . . . . . . . . . . . . . . . . 4
2.10. "Company" . . . . . . . . . . . . . . . . . . 4
2.11. "Company Matching Contributions" . . . . . . . 4
2.12. "Company Stock Fund" . . . . . . . . . . . . . 4
2.13. "Company Year" . . . . . . . . . . . . . . . . 4
2.14. "Effective Date" . . . . . . . . . . . . . . . 4
2.15. "Eligible Employee" . . . . . . . . . . . . . 4
2.16. "Employee" . . . . . . . . . . . . . . . . . . 4
2.17. "Employing Companies" . . . . . . . . . . . . 5
2.18. "Equity Index Fund" . . . . . . . . . . . . . 5
2.19. "ERISA" . . . . . . . . . . . . . . . . . . . 5
2.20. "Fund" . . . . . . . . . . . . . . . . . . . . 5
2.21. "Highly Compensated Employee" . . . . . . . . 5
2.22. "Hour of Service" . . . . . . . . . . . . . . 7
2.23. "Indexed Balanced Fund" . . . . . . . . . . . 9
2.24. "Investment Fund" . . . . . . . . . . . . . . 9
2.25. "Managed Balanced Fund" . . . . . . . . . . . 9
2.26. "Mean Price" . . . . . . . . . . . . . . . . . 9
2.27. "Medium-Term Fixed Income Fund" . . . . . . . 9
2.28. "Non-Highly Compensated Employee" . . . . . . 10
2.29. "Participant" . . . . . . . . . . . . . . . . 10
2.30. "Participating Employer" . . . . . . . . . . . 10
2.31. "Personal Contributions" . . . . . . . . . . . 10
2.32. "Plan" . . . . . . . . . . . . . . . . . . . . 10
2.33. "Plan Year" . . . . . . . . . . . . . . . . . 10
2.34. "Processing Period" . . . . . . . . . . . . . 10
2.35. "Related Plans" . . . . . . . . . . . . . . . 10
2.36. "Share" . . . . . . . . . . . . . . . . . . . 11
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<PAGE>
2.37. "Short-Term Fixed Income Fund" . . . . . . . . 11
2.38. "Subsidiary" . . . . . . . . . . . . . . . . . 11
2.39. "Taxable Compensation" . . . . . . . . . . . . 11
2.40. "Trust Agreement" . . . . . . . . . . . . . . 11
2.41. "Trustee" . . . . . . . . . . . . . . . . . . 11
ARTICLE III . . . . . . . . . . . . . . . . . . . . . . . . . 11
ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . 11
3.1. Eligibility . . . . . . . . . . . . . . . . . 11
3.2. Becoming a Participant . . . . . . . . . . . . 12
3.3. Reemployment Following a Break in Service . . 12
3.4. Year of Service; Break in Service . . . . . . 12
3.5. Transfers of Participants and Lay-Offs . . . . 13
ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . 14
MATCHED CONTRIBUTIONS . . . . . . . . . . . . . . . . . . 14
4.1. Before-Tax Matched Contributions . . . . . . . 14
4.2. After-Tax Matched Contributions . . . . . . . 14
4.3. Limitation on Total Matched Contributions . . 14
ARTICLE V . . . . . . . . . . . . . . . . . . . . . . . . . . 15
UNMATCHED CONTRIBUTIONS . . . . . . . . . . . . . . . . . 15
5.1. Contributions Permitted . . . . . . . . . . . 15
5.2. Before-Tax Unmatched Contributions . . . . . . 15
5.3. After-Tax Unmatched Contributions . . . . . . 15
5.4. Limitation on Total Unmatched Contributions . 15
ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . 15
COMPANY CONTRIBUTIONS . . . . . . . . . . . . . . . . . . 15
6.1. Required Contributions . . . . . . . . . . . . 15
6.2. Contribution Rate For Company Matching
Contributions . . . . . . . . . . . . . . . . 16
6.3. Payment and Payment Date . . . . . . . . . . . 16
6.4. Allocation to Participants' Accounts . . . . . 16
ARTICLE VII . . . . . . . . . . . . . . . . . . . . . . . . . 16
PROCEDURES AND LIMITATIONS ON PERSONAL CONTRIBUTIONS AND
ELECTIONS . . . . . . . . . . . . . . . . . . . . . . 16
7.1. Election Procedures . . . . . . . . . . . . . 16
7.2. Special Dollar Limitation On Before-Tax
Contributions . . . . . . . . . . . . . . . . 17
7.3. Required Adjustment of Before-Tax Personal
Contributions . . . . . . . . . . . . . . . . 18
7.4. Required Adjustment of After-Tax and Company
Matching Contributions . . . . . . . . . . . . 19
7.5. Suspension and Reinstatement of Matched
Personal Contributions Withdrawal . . . . . . 21
7.6. Payroll Deductions . . . . . . . . . . . . . . 22
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<PAGE>
ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . 22
INVESTMENT OF CONTRIBUTIONS . . . . . . . . . . . . . . . 22
8.1. Investment of Company Matching Contributions . 22
8.2. Investment of the Matched Contributions Part
of an Account . . . . . . . . . . . . . . . . 22
8.3. Investment of the Unmatched Contributions Part
of an Account . . . . . . . . . . . . . . . . 22
8.4. A Participant's Investment Direction for
Current Contributions . . . . . . . . . . . . 23
8.5. A Participant's Investment Direction for
Accumulated Account Balances . . . . . . . . . 23
8.6. Special Diversification After Attainment of
Age 55 . . . . . . . . . . . . . . . . . . . . 23
8.7. The Company Stock Fund . . . . . . . . . . . . 23
8.8. The Short-Term Fixed Income Fund . . . . . . . 24
8.9. The Medium-Term Fixed Income Fund . . . . . . 25
8.10. The Equity Index Fund . . . . . . . . . . . . 25
8.11. The Indexed Balance Fund . . . . . . . . . . . 26
8.12. The Managed Balanced Fund . . . . . . . . . . 27
8.13. Earnings, etc. . . . . . . . . . . . . . . . . 27
8.14. Reports to Participants . . . . . . . . . . . 28
8.15. Voting of Shares . . . . . . . . . . . . . . . 28
8.16. Tendering of Shares and Rights . . . . . . . . 29
8.17. Plan Mergers . . . . . . . . . . . . . . . . . 30
ARTICLE IX . . . . . . . . . . . . . . . . . . . . . . . . . 30
MAINTENANCE AND VALUATION OF ACCOUNTS . . . . . . . . . . 30
9.1. Separate Accounts . . . . . . . . . . . . . . 30
9.2. Company Stock Fund Portion . . . . . . . . . . 31
9.3. Other Investment Fund Portions . . . . . . . . 32
9.4. Transfers Between Funds . . . . . . . . . . . 33
9.5. Valuation of the Fund . . . . . . . . . . . . 33
9.6. Effect of Valuations . . . . . . . . . . . . . 33
9.7. No Liability for Fluctuations in Value . . . . 34
9.8. Adjustments to Accounts . . . . . . . . . . . 34
9.9. Ordering of Distributions . . . . . . . . . . 35
9.10. Special Valuation of Company Stock in
Extraordinary Circumstances . . . . . . . . . 35
ARTICLE X . . . . . . . . . . . . . . . . . . . . . . . . . . 35
VESTING . . . . . . . . . . . . . . . . . . . . . . . . . 35
10.1. Amounts Contributed by the Participant . . . . 35
10.2. Company Matching Contributions . . . . . . . . 35
10.3. Vesting Rules . . . . . . . . . . . . . . . . 35
10.4. Change in Control of Anheuser-Busch Companies,
Inc. . . . . . . . . . . . . . . . . . . . . . 37
ARTICLE XI . . . . . . . . . . . . . . . . . . . . . . . . . 38
DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 38
11.1. Distributions Upon Termination of Employment . 38
11.2. Time and Method of Distribution . . . . . . . 38
11.3. Eligible Rollover Distributions . . . . . . . 41
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<PAGE>
11.4. Determination of Disability . . . . . . . . . 41
11.5. Transfer of Accounts . . . . . . . . . . . . . 41
11.6. Early Distribution under Domestic Relations
Order . . . . . . . . . . . . . . . . . . . . 41
11.7. Absolute Right to Receive Stock Distribution . 42
ARTICLE XII . . . . . . . . . . . . . . . . . . . . . . . . . 42
WITHDRAWALS WHILE EMPLOYED . . . . . . . . . . . . . . . 42
12.1. Elective Right to Make Certain Withdrawals . . 42
12.2. Protected Withdrawal Rights . . . . . . . . . 43
12.3. Withdrawal Procedure . . . . . . . . . . . . . 43
12.4. Frequency of Withdrawals . . . . . . . . . . . 43
ARTICLE XIII . . . . . . . . . . . . . . . . . . . . . . . . 44
HARDSHIP WITHDRAWALS . . . . . . . . . . . . . . . . . . 44
13.1. Eligibility and Procedure . . . . . . . . . . 44
ARTICLE XIV . . . . . . . . . . . . . . . . . . . . . . . . . 45
LOANS TO PARTICIPANTS . . . . . . . . . . . . . . . . . . 45
14.l. Procedure and Terms . . . . . . . . . . . . . 45
ARTICLE XV . . . . . . . . . . . . . . . . . . . . . . . . . 47
DESIGNATION OF A BENEFICIARY . . . . . . . . . . . . . . 47
15.1. Procedure and Effect . . . . . . . . . . . . . 47
15.2. Renunciation of Death Benefit . . . . . . . . 50
ARTICLE XVI . . . . . . . . . . . . . . . . . . . . . . . . . 50
LOST DISTRIBUTEES . . . . . . . . . . . . . . . . . . . . 50
16.1. Disposition of Accounts Payable to Persons Who
Cannot Be Located . . . . . . . . . . . . . . 50
16.2. Efforts To Locate Distributees . . . . . . . . 51
ARTICLE XVII . . . . . . . . . . . . . . . . . . . . . . . . 51
AMENDMENT OR TERMINATION . . . . . . . . . . . . . . . . 51
17.1. Amendment . . . . . . . . . . . . . . . . . . 51
17.2. Termination . . . . . . . . . . . . . . . . . 52
17.3. Disposition of Assets on Termination . . . . . 53
17.4. Effect of Termination by the Company . . . . . 54
ARTICLE XVIII . . . . . . . . . . . . . . . . . . . . . . . . 54
ADMINISTRATIVE COMMITTEE . . . . . . . . . . . . . . . . 54
18.1. Appointment . . . . . . . . . . . . . . . . . 54
18.2. Organization . . . . . . . . . . . . . . . . . 54
18.3. Powers . . . . . . . . . . . . . . . . . . . . 55
18.4. Forms and Procedures . . . . . . . . . . . . . 56
18.5. Meetings . . . . . . . . . . . . . . . . . . . 57
18.6. Records . . . . . . . . . . . . . . . . . . . 57
18.7. Applications for Benefits; Appeal From Denial
of Benefits . . . . . . . . . . . . . . . . . 57
18.8. Liability of Committee . . . . . . . . . . . . 58
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<PAGE>
ARTICLE XIX . . . . . . . . . . . . . . . . . . . . . . . . . 59
PROHIBITION AGAINST VOLUNTARY OR INVOLUNTARY ASSIGNMENTS 59
19.1. No Liability for Participants' Debts . . . . . 59
ARTICLE XX . . . . . . . . . . . . . . . . . . . . . . . . . 60
COMPETENCY OF DISTRIBUTEES . . . . . . . . . . . . . . . 60
20.1. Distributees Presumed Competent . . . . . . . 60
20.2. Facility of Payment . . . . . . . . . . . . . 60
ARTICLE XXI . . . . . . . . . . . . . . . . . . . . . . . . . 61
BECOMING A PARTICIPATING EMPLOYER . . . . . . . . . . . . 61
21.1. Authorization and Procedure . . . . . . . . . 61
21.2. Effect of Being a Participating Employer . . . 61
21.3. Pooled Funds . . . . . . . . . . . . . . . . . 61
21.4. Costs and Expenses . . . . . . . . . . . . . . 62
21.5. Adoption of Plan Conditional . . . . . . . . . 62
ARTICLE XXII . . . . . . . . . . . . . . . . . . . . . . . . 62
LIMITATIONS APPLICABLE TO ALL CONTRIBUTIONS TO THIS PLAN 62
22.1. Special Limitation on Annual Additions For Any
Participant For Any Year . . . . . . . . . . . 62
ARTICLE XXIII . . . . . . . . . . . . . . . . . . . . . . . . 63
SPECIAL RULES FOR YEARS WHEN PLAN IS TOP-HEAVY . . . . . 63
23.1. Special Definitions and Rules of Construction 63
23.2. Special Rules Applicable to Top-Heavy Years . 66
23.3. Operating Rules . . . . . . . . . . . . . . . 67
ARTICLE XXIV . . . . . . . . . . . . . . . . . . . . . . . . 67
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . 67
24.1. Return of Contributions . . . . . . . . . . . 67
24.2. Limitations of Liability and Rights . . . . . 68
24.3. General Administration and Expenses . . . . . 68
24.4. Notice of Address . . . . . . . . . . . . . . 69
24.5. Data . . . . . . . . . . . . . . . . . . . . . 69
24.6. Trust Agreement Related . . . . . . . . . . . 69
24.7. Severability Clause . . . . . . . . . . . . . 69
24.8. Situs . . . . . . . . . . . . . . . . . . . . 69
24.9. Succession . . . . . . . . . . . . . . . . . . 69
24.10. Execution . . . . . . . . . . . . . . . . . . 69
24.11. Merger of Plan or Transfer of Trust Assets . . 70
24.12. Miscellaneous Rules of Construction . . . . . 70
24.13. Delayed Payments . . . . . . . . . . . . . . . 70
24.14. Mistakes in Benefit Payments . . . . . . . . . 70
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<PAGE>
ANHEUSER-BUSCH DEFERRED INCOME
STOCK PURCHASE AND SAVINGS PLAN
(FOR CERTAIN EMPLOYEES OF
CAMPBELL TAGGART, INC. AND ITS SUBSIDIARIES)
ARTICLE I
ESTABLISHMENT OF PLAN
1.1. Action By Company. Campbell Taggart, Inc. does
hereby adopt this Anheuser-Busch Deferred Income Stock Purchase
and Savings Plan (for Certain Employees of Campbell Taggart, Inc.
and its Subsidiaries), effective July 1, 1994.
The Plan is intended to be an employee stock ownership plan
within the meaning of Section 4975(e)(7) of the Code, designed to
invest primarily in "qualifying employer securities" as defined
in Sections 4975(e)(8) and 409(l) of the Code and further is
intended to constitute a cash or deferred arrangement pursuant to
Section 401(k) of the Code.
1.2. Named Plan Fiduciaries. The authority to control
and manage the operation and administration of this Plan, and,
generally, the investment of its funds, shall be vested in the
Plan's named fiduciaries. The Plan's named fiduciaries are the
Company, as Plan Sponsor and Plan Administrator, the Trustee,
and, for certain limited purposes, Participants. As Plan
Sponsor, the Company shall have the right to amend the Plan, to
designate the Plan's named fiduciaries, and to exercise all
fiduciary functions necessary to the operation of the Plan except
those which are assigned to another named fiduciary under this
Plan. As Plan Administrator, the Company shall have the
authority and responsibility for the general administration of
the Plan, including discretionary authority to determine
eligibility for benefits and to construe the terms thereof. The
Company shall have the right to appoint an Administrative
Committee to exercise such authority and responsibility. The
Trustee shall have the exclusive authority and discretion to
invest, manage and control the assets of the Trust by which the
Plan is funded, subject to and in accordance with the provisions
hereof and of the separate Trust Agreement, and subject to the
rights of Participants to direct the investment of their Accounts
as permitted hereby. For purposes of voting Shares as to which
no instructions have been received by the Trustee, as described
in Section 8.15, the Participants shall be deemed named
fiduciaries.
The rights and responsibilities of each named fiduciary shall be
exercised severally and not jointly, but any party may serve in
more than one fiduciary capacity with respect to the Plan.
<PAGE>
ARTICLE II
DEFINITIONS OF GENERAL APPLICABILITY AND RULES OF CONSTRUCTION
2.1. "Account". The separate record of the interest of
each Participant in this Plan which will be established in
accordance with Section 9.1.
2.2. "After-Tax Contributions". A Participant's Personal
Contributions which are not subject to deduction or exclusion
from gross income for federal income tax purposes. After-Tax
Contributions are of two types:
(a) "After-Tax Matched Contributions", which are
Personal Contributions for which a Company Matching Contribution
will be made; and
(b) "After-Tax Unmatched Contributions", which are
Personal Contributions for which no Company Matching Contribution
will be made.
2.3. "Before-Tax Contributions". A Participant's
Personal Contributions which are properly excluded from gross
income pursuant to Section 401(k) of the Code. Before-Tax
Contributions are of two types:
(a) "Before-Tax Matched Contributions", which are
Personal Contributions for which a Company Matching Contribution
will be made; and
(b) "Before-Tax Unmatched Contributions", which are
Personal Contributions for which no Company Matching Contribution
will be made.
2.4. "Beneficiary". Any person designated by a
Participant pursuant to Article XV to receive benefits hereunder
or any other person deemed to be a Beneficiary by any other
provision of this Plan or by law.
2.5. "Base Pay". A Participant's regular salary, wages
or other remuneration for services paid by a Participating
Employer and determined before subtracting Before-Tax
Contributions or salary reductions pursuant to a plan designed to
comply with Section 125 of the Code. Base Pay is used in
computing the amount of Personal Contributions to the Plan and
shall be determined as follows:
(a) Participants Paid on an Hourly Basis. Base Pay
is straight-time gross wages for the standard work week,
excluding any over-time pay, supplemental unemployment benefits,
or supplemental workers' compensation benefits. Base Pay
includes vacation pay at straight-time rates (or such other rates
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as are established by local facility practice) and amounts paid,
at straight-time rates, for periods not worked because of holiday
time off, furlough, sick leave, bereavement, military leave, jury
duty, or with respect to relief or lunch periods. In situations
where work schedules are not arranged so that 40 regular hours
are worked each work week, the Committee shall determine an
appropriate method to compute Base Pay.
(b) Participants Paid on a Salary Basis. Base Pay
is gross salary for the standard pay period, not including any
over-time pay. Base pay includes, at regular salary rates,
amounts paid for periods not worked because of vacation, holiday
time off, furlough, sick leave, bereavement, military leave, jury
duty or with respect to relief or lunch periods.
(c) Other Items Included In Base Pay For All
Participants. Base Pay includes commissions paid to persons who
are compensated wholly or partially by way of commission,
reported tips for persons who are compensated wholly or partially
by way of tips, and also includes back pay, but only to the
extent that the back pay would have been Base Pay had it been
paid in a timely manner (i.e., disregarding back pay awards for
such items as over-time pay). Back pay shall be included in Base
Pay at the time payment is actually made.
(d) Other Items Excluded from Base Pay For All
Participants. Base Pay does not include any bonus, pay in lieu
of vacation, service allowance, severance pay, premium pay for
shift or other specialized work, Company Matching Contributions
to this Plan, Company contributions to any other pension,
retirement, group insurance, health and welfare or similar plan,
cash payments pursuant to a plan designed to comply with Section
125 of the Code, any other so-called "fringe benefits", any
income attributable to the award or exercise of a stock option or
the premature disposition of stock option stock, any other amount
which does not constitute "compensation" within the meaning of
Section 415 of the Code, any type of remuneration not otherwise
described in this Section, or any expense allowance or
reimbursements of expenses paid on behalf of a Participant (even
if subsequently not allowed as such and treated as additional
compensation for federal income tax purposes). Base Pay does not
include any vacation pay which becomes payable on account of
termination of employment nor does it include payments for any
unused sick day, whether before or after termination of
employment.
(e) Limit On Base Pay Considered. In no event
shall the Base Pay taken into account for a Participant under
this Plan exceed the amount specified in Section 401(a)(17) of
the Code as adjusted from time to time for any applicable
increases in the cost of living.
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2.6. "Board". The Board of Directors of the Company.
2.7. "Closing Price". The price at which Shares shall be
valued for some purposes under the Plan. The Closing Price is
the closing price of a Share or group of Shares on The New York
Stock Exchange for the last trading day (on which there was at
least one sale of a Share) of a Processing Period, or on such
other date as may be specified in the Plan or determined by the
Committee pursuant to the Plan.
2.8. "Code". The United States Internal Revenue Code of
1986, as amended (Title 26 of the United States Code). All
references to specific sections of the Code shall be deemed to be
references to such sections as they may be amended or superseded,
and to the corresponding sections or provisions of any subsequent
United States Internal Revenue Code, as appropriate at the time
of reference.
2.9. "Committee". The Committee appointed under the
provisions of Section 18.1 to administer this Plan.
2.10. "Company". Campbell Taggart, Inc., a corporation
organized and existing under the laws of the State of Delaware,
and any successor corporation which assumes this Plan and agrees
to be bound by the terms and provisions hereof.
2.11. "Company Matching Contributions". The amounts
contributed to this Plan by Participating Employers pursuant to
Section 6.1(a), including forfeitures which are applied to reduce
the contributions otherwise payable by them.
2.12. "Company Stock Fund". The separate portion of the
Fund which is to be invested in accordance with Section 8.7.
2.13. "Company Year". The fiscal year of the Company as
in effect from time to time. On the Effective Date the fiscal
year of the Company is the calendar year.
2.14. "Effective Date". When used with respect to this
Plan, July 1, 1994.
2.15. "Eligible Employee". An Employee of any
Participating Employer who has satisfied the service requirement
for eligibility to participate in this Plan set forth in Article
III hereof.
2.16. "Employee". (a) Any common-law salaried employee of
Campbell Taggart, Inc. or Merico, Inc.; or
(b) Any common-law salaried employee employed in an
executive, administrative, supervisory, professional, office or
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clerical position of Earth Grains of Lexington, Inc., Bel-Art
Advertising, Inc. or Campbell Taggart Baking Companies, Inc.
2.17. "Employing Companies". The Company and any
corporation or other business entity that is a member of a
controlled group of corporations or other business entities, as
defined in sections 414(b) and 414(c) of the Code, that includes
the Company, or is a member of an affiliated service group that
includes the Company as defined in section 414(m) of the Code,
all as determined from time to time. A business entity is an
Employing Company only while a member of such a controlled group
of corporations or other business entities or such an affiliated
service group. All determinations required by this Section shall
be made pursuant to and consistent with Sections 414(b), (c), (m)
and (o) of the Code and regulations thereunder.
2.18. "Equity Index Fund". The separate portion of the
Fund which is to be invested in accordance with Section 8.10.
2.19. "ERISA". The Employee Retirement Income Security
Act of 1974, Pub. L. No. 93-406, 88 Stat. 829, which amended both
the Code and Title 29 of the United States Code (captioned
"Labor"). ERISA sections contained in the Code are cited by
references to the Code. ERISA sections not contained in the Code
are cited in sections of ERISA as enacted. All references to
specific ERISA sections shall be deemed to be references to such
sections as originally enacted or as subsequently amended or
superseded, as appropriate at the time of reference.
2.20. "Fund". All securities, cash and other assets held
by the Trustee with respect to this Plan from time to time
subject to the provisions of this Plan. There are six separate
Investment Funds within the Fund: the Company Stock Fund, the
Equity Index Fund, the Indexed Balanced Fund, the Managed
Balanced Fund, the Medium-Term Fixed Income Fund and the
Short-Term Fixed Income Fund.
2.21. "Highly Compensated Employee". (a) The term Highly
Compensated Employee includes Highly Compensated Employees who
are active and certain former Highly Compensated Employees as
described in this Section.
(b) An active Highly Compensated Employee includes
any individual who performs service for any of the Employing
Companies during the determination year and who, during the
look-back year: (i) received compensation from the Employing
Companies in excess of $75,000 (as adjusted pursuant to Section
415(d) of the Code); (ii) received compensation from the
Employing Companies in excess of $50,000 (as adjusted pursuant to
Section 415(d) of the Code) and was a member of the top-paid
group for such year; or (iii) was at any time an officer of an
Employing Company and received compensation during such year that
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<PAGE>
is greater than 50 percent of the dollar limitation in effect
under Section 415(b)(1)(A) of the Code for such year.
(c) The term Highly Compensated Employee also
includes: (i) individuals who are both described in the
preceding subsection (b) if the term "determination year" is
substituted for the term "look-back year" and the individual is
one of the one hundred employees who received the most
compensation from the Employing Companies during the
determination year; and (ii) employees who are five-percent
owners at any time during the look-back year or determination
year.
(d) If no officer has satisfied the compensation
requirement of (b)(iii) above during either a determination year
or look-back year, the highest paid officer for such year shall
be treated as a Highly Compensated Employee.
(e) For purposes of this Section 2.21, (i) the
determination year shall be the Plan Year; (ii) the look-back
year shall be the twelve-month period immediately preceding the
determination year; and (iii) compensation shall mean
compensation as defined in Section 414(q)(7) of the Code and
regulations thereunder.
(f) A former Highly Compensated Employee includes
any individual who separated from service with an Employing
Company (or was deemed to have separated) prior to the
determination year, performs no service for an Employing Company
during the determination year, and was an active Highly
Compensated Employee for either the separation year or any
determination year ending on or after the employee's 55th
birthday.
(g) If an individual is, during a determination
year or look-back year, a family member of either a five-percent
owner who is an active or former employee or a Highly Compensated
Employee who is one of the ten most highly compensated employees
during such year, then the family member and the five-percent
owner or top-ten highly compensated employee shall be treated as
a single employee receiving compensation and plan contributions
or benefits equal to the sum of such compensation and
contributions or benefits of the family member and five-percent
owner or top-ten highly compensated employee.
(h) For purposes of this Section, family member
includes the spouse, lineal ascendants and descendants of the
employee or former employee and the spouses of such lineal
ascendants and descendants.
(i) The determination of who is a Highly
Compensated Employee, including the determinations of the number
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<PAGE>
and identity of employees in the top-paid group, any five-percent
owner, the top one hundred employees, the number of employees
treated as officers and the compensation that is considered, will
be made in accordance with Section 414(q) of the Code and
applicable Treasury Regulations.
2.22. "Hour of Service". (a) An Hour of Service is:
(i) each hour for which an Employee is paid,
or entitled to payment, for the performance of duties for an
Employing Company;
(ii) each hour for which an Employee is paid,
or entitled to payment, by an Employing Company on account of a
period of time during which no duties are performed (irrespective
of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability),
layoff, jury duty, military duty or leave of absence; and
(iii) each hour (if not already credited) for
which back pay (irrespective of mitigation of damages) has been
either awarded or agreed to by an Employing Company; provided the
Hours of Service derived from back pay shall be credited to the
computation period or periods to which the award or agreement
pertains, and not to the computation period in which payment is
made.
(iv) in the case of an Employee (or former
Employee) who is on an authorized leave of absence or on active
duty with any branch of the military service of the United States
and who is not directly or indirectly paid or entitled to payment
by any of the Employing Companies during such period, an Hour of
Service is every regular working hour of every regular working
day for which such person would have been credited with an Hour
of Service (based on his normal work schedule in effect at the
time of the beginning of such leave or military service) had he
been actively at work during the period of such leave or military
service, but only if such person returns to work at the end of
such leave or (in the case of military service) during the period
in which his reemployment rights are protected by Federal law.
(b) The following rules shall apply to
determinations of Hours of Service credited under this Plan:
(i) A payment shall be deemed to be made by or
due from an Employing Company regardless of whether such payment
is made by or due from an Employing Company directly, or
indirectly through (among others) a trust fund or insurer to
which the Employing Company contributes or pays premiums and
regardless of whether contributions made or due to the trust
fund, insurer or other entity are for the benefit of particular
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<PAGE>
Employees or are on behalf of a group of Employees in the
aggregate.
(ii) An Employee who is compensated by way of
a salary which is payable semi-monthly shall be credited with 95
Hours of Service for each semi-monthly payroll period for which
the Employee is compensated for the performance of duties (the
number of Hours of Service to be credited to such Employee
because of compensation for reasons other than the performance of
duties shall be determined in the manner hereafter specified).
If a semi-monthly salary period falls into two different
computation periods, the entire number of Hours of Service
attributable to such period shall be credited to the second
computation period.
(iii) The number of Hours of Service to be
credited to an Employee for reasons other than his performance of
duties, and the Plan Year or Plan Years to which Hours of Service
will be credited in appropriate instances, shall be determined,
respectively, pursuant to the United States Department of Labor's
Regulations Section 2530.200b-2(b) and (c), which are
incorporated herein by this reference.
(iv) Notwithstanding the provisions of
subsection (a) requiring that Hours of Service be credited
because of payments made for reasons other than the performance
of duties, no more than 501 Hours of Service shall be credited to
an Employee on account of any single continuous period (whether
occurring in one or more computation periods) during which such
Employee performs no duties, and no Hour of Service shall be
credited on account of a period during which no duties are
performed if the payment therefor is made under a plan maintained
solely for the purpose of complying with applicable workmen's
compensation, unemployment compensation, or disability insurance
laws.
(v) No Hours of Service will be credited for a
payment which solely reimburses an Employee for medical or
medically related expenses incurred by such Employee.
(vi) For purposes of determining the number of
Hours of Service credited to an Employee who is not yet eligible
to be a Participant in this Plan, the computation period shall be
the eligibility computation period specified in Section 3.4
hereof.
(vii) These provisions shall be liberally
construed in favor of Employees.
(viii) Solely for the purposes of determining
whether a break in service for eligibility under Section 3.3(a)
has occurred, any Employee who is absent from work (A) by reason
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<PAGE>
of the pregnancy of the Employee, (B) by reason of the birth of a
child of the Employee, (C) by reason of the placement of a child
with the Employee in connection with the adoption of such child
by the Employee, or (D) for purposes of caring for such child for
a period beginning immediately following such birth or placement,
shall receive credit for the Hours of Service which would
otherwise have been credited but for such absence, or in any case
in which such hours cannot be determined, eight Hours of Service
for each day of such absence. The Hours of Service credited
under this paragraph shall be credited in the computation period
in which the absence begins if the crediting is necessary to
prevent a break in service in that period, or, in all other
cases, in the following computation period. Notwithstanding the
foregoing, no more than 501 Hours of Service shall be credited
under this paragraph for any single maternity or paternity leave.
The Committee shall have the right to require such timely
information from an Employee as it deems reasonably necessary to
establish that the absence is for reasons referred to in this
paragraph and the number of days for which there was such an
absence. If an Employee does not comply with any such request,
the rules of this paragraph shall not apply to the absence.
(c) Hours of Service credited under a Related Plan
shall be Hours of Service under this Plan for all purposes.
2.23. "Indexed Balanced Fund". The separate portion of
the Fund which is to be invested in accordance with Section 8.11.
2.24. "Investment Fund". The Company Stock Fund, the
Equity Index Fund, the Indexed Balanced Fund, the Managed Balance
Fund, the Medium-Term Fixed Income Fund, and the Short-Term Fixed
Income Fund, or any one or more of them, as the context may
require.
2.25. "Managed Balanced Fund". The separate portion of
the Fund which is to be invested in accordance with Section 8.12.
2.26. "Mean Price". The price at which Shares shall be
valued for some purposes as specified in the Plan. The Mean
Price is the fair market value of a Share or group of Shares
determined by the mean between the highest and lowest selling
prices of a Share as listed in the New York Stock Exchange
Composite Transactions listing published in the Midwest Edition
of the Wall Street Journal, for either (a) the last trading day
(on which there was at least one sale of a Share) of the
Processing Period for which the value is to be determined, if the
determination is as of the end of a Processing Period, or (b) the
date otherwise specified in the Plan.
2.27. "Medium-Term Fixed Income Fund". The separate
portion of the Fund which is to be invested in accordance with
Section 8.9.
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2.28. "Non-Highly Compensated Employee". An Employee who
is neither a Highly Compensated Employee nor a family member of a
Highly Compensated Employee within the meaning of Section
414(q)(6)(B) of the Code.
2.29. "Participant". Any Eligible Employee who has
elected to participate in this Plan in the manner provided in
Section 3.2 and any former Eligible Employee who has assets
credited to his Account.
2.30. "Participating Employer". (a) As of July 1, 1994,
the following Subsidiaries:
Bel-Art Advertising, Inc.
Campbell Taggart Baking Companies, Inc.
Campbell Taggart, Inc.
Earth Grains of Lexington, Inc.
Merico, Inc.
(b) Any other Subsidiary which may hereafter become
a party hereto in the manner provided in Article XXI.
(c) Any corporation(s) into which or with which any
of the foregoing Participating Employers may be liquidated,
merged or consolidated, if such successor(s) or (in the event of
a liquidation, merger or consolidation) surviving corporation(s)
is a Subsidiary and is or becomes a Participating Employer
hereunder.
2.31. "Personal Contributions". A generic term referring,
collectively, to all amounts contributed to this Plan by a
Participant. Such amounts will be either After-Tax Contributions
or Before-Tax Contributions, and may be either matched by a
Company Matching Contribution or unmatched.
2.32. "Plan". This Anheuser-Busch Deferred Income Stock
Purchase and Savings Plan (for Certain Employees of Campbell
Taggart, Inc. and its Subsidiaries) as herein established and as
it may be amended from time to time.
2.33. "Plan Year". The fiscal year adopted by the Company
for this Plan. The Plan Year is the twelve consecutive month
period beginning each April 1 and ending each March 31; provided
that the initial Plan Year shall be the nine-month period
beginning July 1, 1994 and ending March 31, 1995.
2.34. "Processing Period". Each calendar month or such
other period as may be designated by the Committee from time to
time.
2.35. "Related Plans". The Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan, the Anheuser-Busch Deferred
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Income Stock Purchase and Savings Plan (for Employees Covered by
a Collective Bargaining Agreement), and the Anheuser-Busch
Deferred Income Stock Purchase and Savings Plan (for Hourly
Employees of Busch Entertainment Corporation) .
2.36. "Share". A share of common stock of Anheuser-Busch
Companies, Inc.
2.37. "Short-Term Fixed Income Fund". The separate
portion of the Fund which is to be invested in accordance with
Section 8.8.
2.38. "Subsidiary". Any corporation or other form of
business enterprise created or organized in the United States
under the law of any State or Territory thereof, the issued and
outstanding voting capital stock or equity interest of which is,
in the aggregate, 80% or more owned by the Company, another
Subsidiary or any combination of the Company and/or one or more
Subsidiaries.
2.39. "Taxable Compensation". The amount of compensation
determined under the provisions of Section 414(s) of the Code and
regulations thereunder, but including amounts otherwise excluded
from gross income under Sections 402(e)(3) and 125 of the Code.
In no event shall an Employee's Taxable Compensation exceed the
amount specified in Section 401(a)(17) of the Code as adjusted
for any applicable increases in the cost of living.
2.40. "Trust Agreement". The separate Master Trust
Agreement entered into by and between Anheuser-Busch Companies,
Inc. and the Trustee, as well as all other agreements and
documents relating to the operation of the Master Trust
including, but not limited to, agreements appointing investment
managers and agreements joining plans into the Master Trust
Agreement. The Master Trust Agreement, as may be amended from
time to time, governs the establishment, investment and
maintenance of the Fund. The Master Trust Agreement shall be
deemed to be a part of this Plan as if all of the terms and
provisions thereof were fully set forth herein.
2.41. "Trustee". The corporation designated by
Anheuser-Busch Companies, Inc. from time to time to act as
Trustee under the Trust Agreement.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1. Eligibility. (a) An Employee of a Participating
Employer shall be eligible to participate in the Plan at the end
of the eligibility computation period during which he completes
one Year of Service.
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(b) Notwithstanding the foregoing, no Employee will
be eligible to participate in this Plan if (i) his employment is
covered by a collective bargaining agreement which does not
expressly provide for participation in this Plan and under which
retirement benefits have been the subject of good faith
collective bargaining, (ii) he is not a resident of the United
States, or (iii) he is deemed to be a leased employee (within the
meaning of Section 414(n) of the Code) of an Employing Company.
(c) Notwithstanding the foregoing, any individual
who is an Employee as of June 1, 1994 shall become an Eligible
Employee who is eligible to participate in the Plan effective as
of July 1, 1994, unless the individual's employment as an
Employee is terminated before July 1, 1994.
3.2. Becoming a Participant. Participation in the Plan
is entirely voluntary, but to become a Participant an Eligible
Employee must agree to make Personal Contributions, as
hereinafter set out. Notwithstanding anything, a Participant's
agreement to make Personal Contributions shall not become
effective before the first day of the calendar month following
expiration of the eligibility computation period during which he
completes one Year of Service.
3.3. Reemployment Following a Break in Service. (a) An
Employee who has five consecutive breaks in service before he
becomes eligible to participate in this Plan and who is
subsequently reemployed by a Participating Employer shall be
treated as a new Employee and shall be required to satisfy the
eligibility requirements set out in Section 3.1 following his
reemployment date before he becomes an Eligible Employee.
(b) An Eligible Employee who has one or more breaks
in service and who is subsequently reemployed by a Participating
Employer shall be eligible to participate in this Plan
immediately upon his reemployment.
3.4. Year of Service; Break in Service. (a) A Year of
Service for determining eligibility to participate is an
eligibility computation period during which an Employee performs
at least 1,000 Hours of Service.
(b) The initial eligibility computation period for
an Employee shall be the twelve-month period beginning on the
first date (his "initial employment date") such Employee performs
an Hour of Service. In the case of an Employee who performs more
than 500 but less than 1,000 Hours of Service during the initial
eligibility computation period, each succeeding twelve-month
period beginning on the anniversary of his initial employment
date shall be an eligibility computation period until he either
becomes an Eligible Employee or incurs five consecutive breaks in
service.
(c) An Employee's failure to perform more than 500
Hours of Service during any eligibility computation period before
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he becomes an Eligible Employee shall constitute a break in
service.
(d) The eligibility computation period for an
Employee who has incurred five consecutive breaks in service and
who is subsequently reemployed shall be the twelve-month period
beginning on the first date (his "reemployment date") on which
such Employee performs an Hour of Service following such breaks
in service. In the case of such an Employee who performs more
than 500 but less than 1,000 Hours of Service during such
eligibility computation period, each succeeding twelve-month
period beginning on each anniversary of his reemployment date
shall be an eligibility computation period until he either
becomes an Eligible Employee or incurs five consecutive breaks in
service.
3.5. Transfers of Participants and Lay-Offs. (a) No
transfer or other change in the employment of a Participant from
the employ of a Participating Employer to the employ of another
of the Employing Companies which is not a Participating Employer,
and no transfer from an employment classification in which the
Participant is an Employee to a classification in which he is not
an Employee, shall be deemed to be either a break in service or a
termination of employment, whether or not the transferred
employee is reported as having resigned or otherwise ceased to
have been employed in his former employment classification or by
his former employer. After such transfer, the transferred
Participant shall no longer be entitled to make Personal
Contributions to this Plan or to have any Company Matching
Contributions made on his behalf. If eligible to participate in
a Related Plan after such transfer, a Participant's Account may
be transferred to such Related Plan.
(b) So long as there is any unwithdrawn or
undistributed balance in the Account of a transferred
Participant, his Account shall not be affected by such transfer
and shall not be segregated from or within the Fund, but shall
continue to be commingled therewith and be subject to appropriate
increases or decreases to reflect the results of the valuations
made in accordance with Section 9.5.
(c) A Participant who may no longer actively
participate in this Plan because of a lay-off or a job transfer
and who is thereafter again transferred to the employ of a
Participating Employer or is recalled from lay-off shall
automatically and immediately become eligible to resume
participation in this Plan upon compliance with rules adopted by
the Committee and the timely filing of the requisite forms, if
any.
(d) An Employee who ceases to be a resident of the
United States after once having become a Participant shall then
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be treated as if he had been transferred from the employ of a
Participating Employer to the employ of another of the Employing
Companies which is not a Participating Employer and his rights
thereafter shall be determined pursuant to this Section 3.5.
(e) If, as a result of an employment transfer or
otherwise, an individual who was a Participant in a Related Plan
or the Anheuser-Busch Employee Stock Purchase and Savings Plan
becomes eligible to participate in this Plan, this Plan shall
accept the transfer of his Account from such other Plan. Any
Account so transferred shall be combined with the Participant's
Account under this Plan, if any, in accordance with procedures
established by the Committee. Any Participant described in this
subsection who was making personal contributions to a Related
Plan at the time of his transfer shall be deemed to have made
identical elections regarding the rate, type and investment of
contributions to this Plan.
ARTICLE IV
MATCHED CONTRIBUTIONS
4.1. Before-Tax Matched Contributions. A Participant who
wishes to make Before-Tax Matched Contributions must make an
election so indicating in accordance with procedures promulgated
by the Committee. Such an election shall be a direction by the
Participant to his Participating Employer to defer a portion of
the Base Pay that such Participant would otherwise have received,
in the percentage indicated by the Participant, but subject to
the limitations set out in Sections 7.3 and 7.4, on the condition
that the amount so deferred be delivered to the Trustee as a
Personal Contribution. All Before-Tax Matched Contributions
shall be expressed in full percentage points of Base Pay, and
shall be either 1, 2, 3, 4, 5 or 6% of Base Pay.
4.2. After-Tax Matched Contributions. A Participant who
wishes to make After-Tax Matched Contributions must make an
election so indicating in accordance with procedures promulgated
by the Committee. Such an election shall be a direction by the
Participant to his Participating Employer to withhold the
percentage of Base Pay indicated by the Participant, but subject
to the limitations set out in Section 7.5, and to deliver the
amounts so withheld to the Trustee as a Personal Contribution.
All After-Tax Matched Contributions shall be expressed in full
percentage points of Base Pay, and shall be either 1, 2, 3, 4, 5
or 6% of Base Pay.
4.3. Limitation on Total Matched Contributions. The sum
of a Participant's Before-Tax Matched Contributions and After-Tax
Matched Contributions may not be less than 1% nor more than 6% of
the Participant's Base Pay.
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ARTICLE V
UNMATCHED CONTRIBUTIONS
5.1. Contributions Permitted. Whether or not a
Participant is making matched Personal Contributions, such
Participant may make unmatched Personal Contributions pursuant to
this Article and subject to the limitations set out in this
Article and Article VII. Such unmatched Personal Contributions
may either be on a before-tax or after-tax basis.
5.2. Before-Tax Unmatched Contributions. A Participant
who wishes to make Before-Tax Unmatched Contributions must make
an election so indicating in accordance with procedures
promulgated by the Committee. Such an election shall be a
direction by the Participant to his Participating Employer to
defer a portion of the Base Pay that such Participant would
otherwise have received in the percentage indicated by the
Participant, on the condition that the amount so deferred be
delivered to the Trustee as a Personal Contribution. All
Before-Tax Unmatched Contributions shall be expressed in full
percentage points of Base Pay, and shall be either 1, 2, 3, 4, 5,
6, 7, 8, 9 or 10% of Base Pay.
5.3. After-Tax Unmatched Contributions. A Participant
who wishes to make After-Tax Unmatched Contributions must make an
election so indicating in accordance with procedures promulgated
by the Committee. Such an election shall be a direction by the
Participant to his Participating Employer to withhold the
percentage of Base Pay indicated by the Participant and to
deliver the amounts so withheld to the Trustee as a Personal
Contribution. All After-Tax Unmatched Contributions shall be
expressed in full percentage points of Base Pay, and shall be
either l, 2, 3, 4, 5, 6, 7, 8, 9 or 10% of Base Pay.
5.4. Limitation on Total Unmatched Contributions. If a
Participant making Before-Tax Unmatched Contributions is
concurrently making After-Tax Unmatched Contributions, the sum of
his unmatched contribution rates may not be more than 10% of his
Base Pay.
ARTICLE VI
COMPANY CONTRIBUTIONS
6.1. Required Contributions. (a) Each Participating
Employer shall contribute, as its share of Company Matching
Contributions, for each month of its participation in this Plan,
the "formula amount", less the aggregate amount of forfeitures
attributable to Participants employed by it. The "formula
amount" is that amount determined by multiplying (i) the total
amount of matched Personal Contributions actually deferred or
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withheld during such month from the Base Pay of all Participants
employed by such Participating Employer, by (ii) the contribution
rate in effect for such month.
(b) If so directed by the Company from time to
time, each Participating Employer shall make its proportionate
share of any additional contributions determined by the Company,
in its absolute discretion.
6.2. Contribution Rate For Company Matching
Contributions. The contribution rate for Company Matching
Contributions shall be 50% for the first Plan Year and thereafter
shall be a rate determined by the Company between 16-2/3% and 37-
1/2%.
6.3. Payment and Payment Date. Each Participating
Employer's Company Matching Contributions and any other type of
contribution for the Plan Year, to the extent actually required
to be contributed under Section 6.1, shall be delivered to the
Trustee as and when determined by the Committee but not later
than 180 days after the end of such Plan Year. Such delivery
shall be either in cash or in Shares (from authorized but
unissued Shares or out of Shares held in the treasury of
Anheuser-Busch Companies, Inc.), or a combination of both, and if
delivered wholly or partially in Shares, such Shares shall be
valued at the Closing Price on the date of delivery or on the
last business day prior to the date of delivery as determined by
the Committee on a uniform and consistent basis.
6.4. Allocation to Participants' Accounts. Company
Matching Contributions shall be allocated to the Accounts of
Participants as of the end of each Processing Period in
accordance with the contribution rate in effect for the Plan Year
in which such Processing Period falls. Thus, if the contribution
rate for a Plan Year is .3500, each Participant shall have
allocated to his Account from the Company Matching Contributions
for any Processing Period of such Plan Year an amount equal to
thirty-five per cent of his matched Personal Contributions
actually withheld during such Processing Period.
ARTICLE VII
PROCEDURES AND LIMITATIONS
ON PERSONAL CONTRIBUTIONS AND ELECTIONS
7.1. Election Procedures. (a) An election to make
Personal Contributions must be delivered to the Anheuser-Busch
Companies, Inc. Employee Stock Plans Department at such time
prior to the effective date of the election as the Committee may
determine. A Participant may change the rate or type of his
Personal Contributions, or cease making Personal Contributions
altogether, by delivering such an instruction to the Employee
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Stock Plans Department prior to the effective date of such
change. A direction concerning rate and type of Personal
Contributions shall continue in effect until changed in the
manner provided above.
(b) All elections concerning rate and type of
Personal Contributions shall be implemented after the election is
delivered to the Employee Stock Plans Department on so much
advance notice as may be required by the Committee, but shall
always become effective as of the first paycheck dated in a
month.
(c) All elections concerning rate and type of
Personal Contributions must be made in accordance with all
applicable rules and procedures adopted by the Committee.
7.2. Special Dollar Limitation On Before-Tax
Contributions. (a) A Participant's total Before-Tax
Contributions (Matched and Unmatched) for any calendar year shall
not exceed the amount in effect under Section 402(g) of the Code
for such calendar year ($9,240 for 1994). If such limit would be
exceeded under a Participant's deferral election as in effect at
any time (whether because of a mid-year Base Pay increase or
otherwise), his percentage of Before-Tax Contributions shall
automatically be reduced by the Plan before the end of the
calendar year so that such limit is not exceeded. In addition,
the Committee may make such projections and adopt such procedures
as it shall deem advisable to insure satisfaction of this limit
at the end of the Plan Year. Payroll deductions shall be
adjusted as necessary to comply with this paragraph.
(b) If the Committee is notified, pursuant to
Section 402(g)(2) of the Code and prior to April 15, that a
Participant has made deferrals in the immediately preceding
calendar year under two or more qualified plans which, in the
aggregate, would exceed the limitations of subsection (a), a
portion of such excess deferrals, as directed by the Participant,
shall be handled in accordance with subsection (c) of this
Section.
(c) If, notwithstanding the provisions of this
Section, it is determined that a Participant's Before-Tax
Contributions in fact exceeded the limit set out in subsection
(a), by administrative error or otherwise, or if the Participant
so directs under Section 7.2(b), the amount of Before-Tax
Contributions actually made for the calendar year in excess of
the permitted amount, plus applicable earnings, may be refunded
to the Participant. Any refund under this paragraph shall be
made after the excess deferral was received by the Plan but, if
feasible, on or before the April 15th following the end of the
calendar year in which the excess deferral occurred. Earnings
attributable to an excess deferral hereunder shall be computed
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under a method selected by the Committee and permitted under
applicable Treasury Regulations. Any excess deferral otherwise
distributable hereunder shall be reduced by the amount of any
excess Before-Tax Contributions distributed under Section 7.3
prior to the distribution hereunder and made with respect to the
Plan Year commencing within such calendar year. Refunds under
this Section shall be apportioned first to Before-Tax Unmatched
Contributions, including earnings, and then to Before-Tax Matched
Contributions, including earnings.
(d) A refund under this Section shall not subject a
Participant to any suspension penalty.
7.3. Required Adjustment of Before-Tax Personal
Contributions. Inasmuch as applicable federal law and
regulations establish certain limitations on amounts which may be
excluded from income by certain Employees, each election to make
Before-Tax Contributions shall be subject to automatic adjustment
in accordance with the rules set forth in this Section. This
Section shall be administered in a manner consistent with
sections 401(k) and 401(m) of the Code and applicable Treasury
Regulations.
(a) When the Plan Year has ended, the Committee
shall determine the actual Before-Tax Contribution rates for two
groups of Eligible Employees consisting of (i) individuals who
are Highly Compensated Employees, and (ii) individuals who are
Non-Highly Compensated Employees. The actual Before-Tax
Contribution rate for each of these groups is the average of the
ratios for such Plan Year, calculated separately to the nearest
one hundredth of one percent for each Eligible Employee
in the group, of (x) the amount of Before-Tax Contributions for
such Eligible Employee, to (y) his Taxable Compensation.
(b) One of the following tests shall be satisfied
each Plan Year: (i) the actual Before-Tax Contribution rate for
the Highly Compensated group shall not exceed one and one-quarter
times the rate of the Non-Highly Compensated group; or (ii) the
rate of the Highly Compensated group shall be neither more than
two percentage points higher than, nor more than two times, the
rate of the Non-Highly Compensated group. If neither of these
tests is met, the excess Before-Tax Contributions of each
affected Participant in the Highly Compensated group shall be
refunded to the Participant, with income attributable thereto,
within twelve months after the close of the Plan Year in which
such excess Before-Tax Contributions were made. In making
refunds hereunder, unmatched contributions shall be completely
refunded before any matched contribution is refunded. Income
attributable to such refunded contributions shall be determined
in accordance with a method selected by the Committee and
permitted under applicable Treasury Regulations. A refund under
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this Section shall not subject a Participant to any suspension
penalty.
(c) The Committee may adopt such procedures as it
deems appropriate for making interim projections under Sections
7.3(a) and (b) and may make such adjustments and recharacteri-
zations of Personal Contributions as and when it deems necessary
or appropriate, in its sole judgment, to insure satisfaction of
the test at the end of the Plan Year and to minimize or prevent
refunds. The Committee may also impose separate limits on
Before-Tax Contributions of Highly Compensated Employees.
(d) In determining whether the contributions to
this Plan satisfy the test set forth in Section 7.3(b), the
Committee may, at its option and if permitted by law, aggregate
pertinent data from this Plan and any other plan maintained by
any of the Employing Companies which contains provisions intended
to be qualified under Section 401(k) of the Code.
(e) The determination of the amount of excess
Before-Tax Contributions for each Highly Compensated Participant
under subsection (b) shall be made by reducing the contribution
rates of Highly Compensated Participants in order of highest
actual deferral ratios, using the leveling method provided in
Treasury Regulations.
(f) If the test under clause (ii) of Section 7.3(b)
is met but not the test under clause (i), this Plan shall not use
the alternative test under clause (ii) of Section 7.4(b) in
satisfying the test specified therein unless otherwise permitted
by applicable Treasury Regulations. If not so permitted, the
Committee shall determine whether the alternative test shall be
used under Section 7.3(b) or 7.4(b).
(g) Excess Before-Tax Contributions shall be
allocated to Participants who are subject to the family member
aggregation rules of Section 414(q)(6) of the Code in the manner
prescribed by applicable Treasury Regulations.
(h) In determining the actual Before-Tax
Contribution rate for any Highly Compensated Employee, (i) his
salary deferral contributions under each plan maintained by an
Employing Company shall be aggregated, and (ii) the Before-Tax
Contributions and Taxable Compensation of certain family members
shall be taken into account as provided in Section 2.21(g).
7.4. Required Adjustment of After-Tax and Company
Matching Contributions. Inasmuch as applicable Federal law and
regulations establish certain limitations on amounts which may be
contributed to this Plan, each election to make After-Tax
Contributions shall be subject to automatic adjustment in
accordance with the rules set forth in this Section. This
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Section shall be administered in a manner consistent with
sections 401(k) and 401(m) of the Code and applicable Treasury
Regulations.
(a) When the Plan Year has ended, the Committee
shall determine the actual After-Tax Contribution rates for two
groups of Eligible Employees consisting of (i) individuals who
are Highly-Compensated Employees, and (ii) individuals who are
Non-Highly Compensated Employees. The actual After-Tax
Contribution rates for each of these groups is the average of the
ratios for such Plan Year, calculated separately to the nearest
one-hundredth of one percent for each Eligible Employee in the
group, of (x) the amount of After-Tax and Company Matching
Contributions for such Participant, to (y) his Taxable
Compensation.
(b) One of the following tests shall be satisfied
for each Plan Year: (i) the actual After-Tax Contribution rate
for the Highly Compensated group shall not exceed one and
one-quarter times the rate of the Non-Highly Compensated group;
or (ii) the rate of the Highly Compensated Group shall be neither
more than two percentage points higher than, nor more than two
times, the rate of the Non-Highly Compensated Group.
(c) If the actual After-Tax Contribution rate for
the Highly Compensated group should exceed the limits in the
preceding subsection, then excess After-Tax Contributions and
income attributable thereto shall be refunded as set out in this
Section. For purposes hereof, excess After-Tax Contributions
shall mean the excess of (i) the aggregate amount of the
After-Tax and Company Matching Contributions of
Highly-Compensated Employees made for the Plan Year, over (ii)
the maximum amount of such contributions permitted under
subsection (b). Such excess contributions shall be refunded on
the basis of the respective portions of such amount attributable
to each such Participant, in accordance with the following:
(aa) First, such Participant's After-Tax
Unmatched Contributions will be refunded.
(bb) Next, After-Tax Matched
Contributions shall be refunded.
Income attributable to excess After-Tax Contributions to be
refunded shall be computed under a method selected by the
Committee and permitted under applicable Treasury Regulations.
(d) All refunds of excess contributions and
applicable earnings under this Section shall be completed not
later than the close of the Plan Year following the Plan Year in
which the Excess Contributions were made.
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(e) The Committee may adopt such procedures as it
deems appropriate for making interim projections under Sections
7.4(a) and (b) and may make such adjustments and
recharacterizations of Personal Contributions as and when it
deems necessary or appropriate, in its sole judgment, to insure
satisfaction of the test at the end of the Plan Year and to
minimize or prevent refunds. The Committee may also impose
separate limits on After-Tax Contributions of Highly Compensated
employees.
(f) The determination of the amount of excess
contributions shall be made after excess Before-Tax Contributions
under Section 7.3 have been determined.
(g) The determination of the amount of excess
After-Tax Contributions for each Highly Compensated Participant
under subsection (c) shall be made by reducing the contribution
rates of the Highly Compensated Participants in order of highest
actual contribution percentages, using the leveling method
provided in Treasury Regulations.
(h) If the test under clause (ii) of Section 7.4(b)
is met but not the test under clause (i), this Plan shall not use
the alternative test under clause (ii) of Section 7.3(b) in
satisfying the test specified therein unless otherwise permitted
by applicable Treasury Regulations. If not so permitted, the
Committee shall determine whether the alternative test shall be
used under Section 7.3(b) or 7.4(b).
(i) In determining whether the contributions to
this Plan satisfy the test set forth in Section 7.4(b), the
Committee may, at its option and if permitted by law, aggregate
pertinent data from this Plan and any other plan maintained by
any of the Employing Companies which contains provisions intended
to be qualified under Section 401(m) of the Code.
(j) In determining the actual After-Tax
Contribution rate for any Highly Compensated Employee, the
After-Tax Company Matching Contributions and the Taxable
Compensation, of certain family members shall be taken into
account as provided in Section 2.21(g). Excess After-Tax
Contributions shall be allocated to Participants who are subject
to the family member aggregation rules of section 414(q)(6) of
the Code in the manner prescribed by applicable Treasury
Regulations.
7.5. Suspension and Reinstatement of Matched Personal
Contributions Withdrawal. (a) A Participant who has made a
withdrawal pursuant to Section 12.2 and is thereby prevented from
making any Personal Contributions to this Plan for six months
shall, upon the expiration of such period, be eligible to resume
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making Personal Contributions upon delivering appropriate
instructions in accordance with Section 7.1.
(b) A Participant who has made a withdrawal
pursuant to Section 13.1 and is thereby prevented from making any
Personal Contributions to this Plan for twelve months shall, upon
the expiration of such period, be eligible to resume making
Personal Contributions upon delivering appropriate instructions
in accordance with Section 7.1.
7.6. Payroll Deductions. All Personal Contributions from
Participants shall be made by way of payroll deductions. A
Participant's election made in accordance with Section 7.1 shall
constitute full authority to his Participating Employer to deduct
the percentage of Base Pay indicated by the Participant.
Personal Contributions so deducted shall be transmitted to the
Trustee no less frequently than monthly, in cash or, in the case
of contributions to be invested in the Company Stock Fund, either
in cash or in Shares (from authorized but unissued Shares or out
of Shares held in Anheuser-Busch Companies, Inc.'s treasury), or
a combination of both. If contributions are transmitted in
Shares, such shares shall be valued at the Mean Price on the day
of delivery.
ARTICLE VIII
INVESTMENT OF CONTRIBUTIONS
8.1. Investment of Company Matching Contributions. All
Company Matching Contributions shall be invested in the Company
Stock Fund at all times.
8.2. Investment of the Matched Contributions Part of an
Account. At least one-half of a Participant's matched Personal
Contributions for each Plan Year shall be invested in the Company
Stock Fund. The remaining one-half shall be invested, as the
Participant may direct, in 1% increments in any fund established
for investments under this Plan. Except as provided in Section
8.6, all Shares or units required under this Section to be
purchased for any Plan Year with a Participant's matched Personal
Contributions must be held in the Company Stock Fund for at least
one full Plan Year beginning after the date of contribution and
thereafter the Participant shall be permitted to direct the
investment of such Shares or units and all earnings thereon, in
1% increments, in any Investment Fund.
8.3. Investment of the Unmatched Contributions Part of an
Account. A Participant's unmatched Personal Contributions shall
be invested, as the Participant may direct in 1% increments in
any Investment Fund.
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8.4. A Participant's Investment Direction for Current
Contributions. In connection with the initial election to
participate in the Plan, each Participant shall indicate how
current contributions credited to his Account which are subject
to his investment direction are to be invested. A Participant
may change his investment direction, but not more than once in
any Processing Period by delivering such instructions to the
Employee Stock Plans Department at the time and in the manner
prescribed by the Committee. Any change in investment direction
for current contributions shall be effective as of the first day
of a Processing Period.
8.5. A Participant's Investment Direction for Accumulated
Account Balances. (a) Either with or without changing his
investment direction for contributions to be credited thereafter,
a Participant may, by delivery of instructions to the Employee
Stock Plans Department at the time and in the manner prescribed
by the Committee, direct that the accumulated balance in the
Personal Contributions portion of his Account be transferred
pursuant to Section 9.4 between or among available Investment
Funds, in 1% increments, provided that all Shares or units
required under Section 8.2 to be purchased for any Plan Year with
a Participant's matched Personal Contributions must remain
invested in the Company Stock Fund for at least one full Plan
Year beginning after the date of contribution. Except as
provided in Section 8.6 below, no investment direction may be
given under this subsection more frequently than once in any
one-month period.
(b) The Participant's Account as of the end of the
Processing Period in which the change of investment is intended
to become effective shall be controlling for purposes of
implementing the change order. Any change of investment of the
accumulated balance in a Participant's Account shall be effective
as of the end of a Processing Period.
8.6. Special Diversification After Attainment of Age 55.
Each Participant shall be permitted, during the 90-day period
following the close of each Plan Year occurring after his
attainment of age 55, to diversify the investment of all Shares
or Company Stock Fund units in his Account, other than those
attributable to Company Matching Contributions, by directing the
transfer thereof, in 1% increments, into any other fund
established for investments under this Plan. The right to
transfer investments hereunder shall be in addition to any other
investment or transfer right under this Plan. A request
hereunder shall be submitted, on forms provided by the Committee,
within such 90-day period and shall be effective June 30 of the
following Plan Year.
8.7. The Company Stock Fund. Except for interim
investments of the type permitted by the Short-Term Fixed Income
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Fund pending investment in Shares, and for amounts held to meet
contemplated payments, the Company Stock Fund shall be invested
by the Trustee only in Shares; provided, the Trustee may receive
and retain in such Company Stock Fund any warrant, right, option
or similar instrument which gives the holder the right to acquire
any Shares under any circumstances, distributed on or in respect
of any Shares held in such Company Stock Fund (and shall sell any
other instrument or property so received which does not give the
holder the right to acquire Shares). Cash contributions to the
Company Stock Fund and any proceeds from any Shares held therein
which were tendered or exchanged in a tender or exchange offer
shall be applied by the Trustee to the purchase of Shares or
other Qualifying Employer Securities if such securities are
available for purchase at a price determined to be appropriate by
the Trustee, as soon as reasonably possible after the Trustee's
receipt thereof except to the extent such contributions and
proceeds are held in order to meet payments to Participants and
Beneficiaries under the Plan. Shares may be acquired by the
Trustee in any of the following transactions:
(i) purchases from Anheuser-Busch Companies,
Inc. or otherwise, at a price not greater than the Mean Price on
the date of purchase; or
(ii) purchases on the open market.
8.8. The Short-Term Fixed Income Fund. The Short-Term
Fixed Income Fund shall be invested by the Trustee only in the
following securities:
(a) Bonds, bills, notes, certificates and other
obligations issued or guaranteed by the United States of America
or any instrumentality or agency thereof;
(b) Interest-bearing savings and deposit accounts,
equipment trust certificates, certificates of deposit and similar
obligations issued by, or units of participation in, any
short-term fixed income fund maintained by, any national or state
bank, trust company (including the Trustee or any bank affiliated
with it), savings and loan association or regulated insurance
company; or
(c) Fixed income debt obligations, such as mortgage
bonds, asset backed securities, debentures, notes or commercial
paper, issued by any corporation (other than the Company, the
Trustee, or any subsidiary or affiliate of either), or certain
obligations (in United States currency) of foreign governments.
All investments of the Short-Term Fixed Income Fund other than
United States Government or agency obligations shall be rated A
or higher by Moody's Investors Service or another equivalent
recognized rating agency. All investments of the Short-Term
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Fixed Income Fund (other than readily marketable or redeemable
units of participation in any fund) shall mature on demand or on
a date not later than three years after the date of acquisition
thereof. Investments for the Short-Term Fixed Income Fund may be
purchased on the open market or otherwise, or by direct
subscription with the issuer.
8.9. The Medium-Term Fixed Income Fund. Except for
interim investments of the type permitted by the Short-Term Fixed
Income Fund pending investment, and for amounts held to meet
contemplated payments, the Medium-Term Fixed Income Fund shall be
invested by the Trustee only in the following securities:
(a) Bonds, bills, notes, certificates and other
obligations issued or guaranteed by the United States of America
or any instrumentality or agency thereof;
(b) Interest-bearing savings and deposit accounts,
equipment trust certificates, certificates of deposit and similar
obligations issued by, or units of participation in any
medium-term fixed income fund or guaranteed interest contracts
fund maintained by, any national or state bank, trust company
(including the Trustee or any bank affiliated with it), savings
and loan association or regulated insurance company;
(c) Guaranteed interest contracts issued by
regulated insurance companies; or
(d) Fixed income debt obligations, such as mortgage
bonds, asset backed securities, debentures, notes or commercial
paper, issued by any corporation (other than the Company, the
Trustee, or any subsidiary or affiliate of either), or certain
obligations (in United States currency) of foreign governments.
All investments of the Medium-Term Fixed Income Fund other than
United States Government or agency obligations shall be rated A
or higher by Moody's Investors Service or another equivalent
recognized rating agency. All investments of the Medium-Term
Fixed Income Fund (other than readily marketable or redeemable
units of participation in any fund) shall mature not later than
ten years after the date of acquisition thereof. Investments for
the Medium-Term Fixed Income Fund may be purchased on the open
market or otherwise, or by direct subscription with the issuer.
8.10. The Equity Index Fund. Except for interim
investments of the type permitted by the Short-Term Fixed Income
Fund pending investment, and for amounts held to meet
contemplated payments, the Equity Index Fund shall be invested
only in units of participation in one or more funds, managed by
an investment manager selected by the Committee from time to
time. The primary objective of such fund(s) shall be the
realization of dividends and capital growth closely approximating
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the results of the group of stocks comprising the Standard &
Poor's 500 Composite Index from time to time. Such fund(s) may
be a mutual fund, an investment trust or any other type of
investment vehicle. During any period of time when the Equity
Index Fund is invested through the medium of a common, collective
or commingled trust fund which is qualified under the provisions
of Section 401(a) of the Internal Revenue Code and exempt from
income tax under the provisions of Section 501(a) of the Internal
Revenue Code, the Declaration of Trust of such fund, as
theretofore or thereafter amended, may be incorporated by
reference into the Trust Agreement of this Plan. The investment
manager of the Equity Index Fund shall have and may exercise all
powers and discretions granted by the organizational instruments
governing the fund, including, without limitation, the power to
eliminate investments which in its judgment involve an
unacceptable risk of loss, the power to respond to tender offers
as it deems to be in the best interests of the fund, and the
power to lend securities of the fund; provided, that any loan of
securities shall be pursuant to a written instrument approved by
an investment manager which is fully independent of the Trustee
and shall be subject to the terms of any prohibited transaction
exemption (class or otherwise) issued by the U.S. Department of
Labor. As used herein the term "investment manager" means only
(a) a party registered as an investment manager under the
Investment Advisers Act of 1940, (b) a bank as defined in such
Act, or (c) an insurance company qualified to manage, acquire or
dispose of any asset of any employee benefit plan subject to
ERISA.
8.11. The Indexed Balance Fund. Except for interim
investments of the type permitted by the Short-Term Fixed Income
Fund pending investment, and for amounts held to meet
contemplated payments, the Indexed Balanced Fund shall be
invested only in units of participation in two or more funds
managed by an investment manager selected by the Committee from
time to time. The primary objective of such funds shall be to
achieve a total return which approximates the performance of a
50/50 mix of stocks and bonds, as reflected in the Standard &
Poor's 500 Composite Index and the Lehman Brothers Government
Corporate Bond Index, respectively. During any period of time
when the Indexed Balanced Fund is invested through the medium of
a common, collective or commingled trust fund which is qualified
under the provisions of Section 401(a) of the Code and exempt
from income tax under the provisions of Section 501(a) of the
Code, the Declaration of Trust of such fund, as theretofore or
thereafter amended, may be incorporated by reference into the
Trust Agreement of this Plan. The investment manager of the
Indexed Balanced Fund shall have and may exercise all powers and
discretions granted by the organizational instruments governing
the fund, including, without limitation, the power to eliminate
investments which in its judgment involve an unacceptable risk of
loss, the power to respond to tender offers as it deems to be in
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the best interests of the fund, and the power to lend securities
of the fund; provided, that any loan of securities shall be
pursuant to a written instrument approved by an investment
manager which is fully independent of the Trustee and shall be
subject to the terms of any prohibited transaction exemption
(class or otherwise) issued by the U.S. Department of Labor. As
used herein, the term "investment manager" means only (a) a party
registered as an investment manager under the Investment Advisers
Act of 1940, (b) a bank as defined in such Act, or (c) an
insurance company qualified to manage, acquire or dispose of any
asset of any employee benefit plan subject to ERISA.
8.12. The Managed Balanced Fund. Except for interim
investments of the type permitted by the Short-Term Fixed Income
Fund pending investment, and for amounts held to meet
contemplated payments, the Managed Balanced Fund shall be
invested only in units of participation in two or more funds,
managed by an investment manager selected by the Committee from
time to time. The primary objective of such funds shall be to
achieve higher returns than a 60/40 mix of the S&P 500 Composite
Index and the Lehman Brothers Government Corporate Bond Index.
During any period of time when the Managed Balanced Fund is
invested through the medium of a common, collective or commingled
trust fund which is qualified under the provisions of Section
401(a) of the Code and exempt from income tax under the
provisions of Section 501(a) of the Code, the Declaration of
Trust of such fund, as theretofore or thereafter amended, may be
incorporated by reference into the Trust Agreement of this Plan.
The investment manager of the Managed Balanced Fund shall have
and may exercise all powers and discretions granted by the
organizational instruments governing the fund including, without
limitation, the power to eliminate investments which in its
judgment involve an unacceptable risk of loss, the power to
respond to tender offers as it deems to be in the best interests
of the fund, and the power to lend securities of the fund;
provided, that any loan of securities shall be pursuant to a
written instrument approved by an investment manager which is
fully independent of the Trustee and shall be subject to the
terms of any prohibited transaction exemption (class or
otherwise) issued by the U.S. Department of Labor. As used
herein, the term "investment manager" means only (a) a party
registered as an investment manager under the Investment Advisers
Act of 1940, (b) a bank as defined in such Act, or (c) an
insurance company qualified to manage, acquire or dispose of any
asset of any employee benefit plan subject to ERISA.
8.13. Earnings, etc. Dividends, interest and other cash
distributions received by the Trustee in respect of any
Investment Fund shall be reinvested in the same Investment Fund.
If the Company so directs, the Trustee shall purchase from
Anheuser-Busch Companies, Inc. (from authorized but unissued
Shares or out of Shares held in the treasury of Anheuser-Busch
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Companies, Inc.) all or some of the Shares which are to be
purchased with cash dividends received on Shares held in the
Fund, and in any such case, the purchase price per Share payable
by the Trustee shall be the Closing Price on the date of purchase
or on the last business day prior to the date of purchase as
determined by the Committee on a uniform and consistent basis.
Alternatively, the Trustee may obtain Shares from other sources.
8.14. Reports to Participants. The Committee shall
furnish each Participant, at least semi-annually, a statement of
his Account showing, at a minimum, the market value thereof as of
the end of such period, the portions invested in each Investment
Fund, and the portions thereof which are vested and unvested.
Notwithstanding the foregoing, the Committee need not furnish a
statement of account to an individual who has separated from the
service of the Employing Companies unless such individual so
requests.
8.15. Voting of Shares. (a) Each Participant (or, if
deceased, his Beneficiary), as a named fiduciary within the
meaning of Section 403(a)(1) of ERISA, shall be entitled to vote,
at any meeting of shareholders of the Company, all of the full
and fractional Shares or Share Equivalents credited to his
Account as shown on the records of the Plan as of the most recent
valuation date for which information is available prior to the
record date for determining shareholders entitled to vote at such
meeting. To enable them to do so, and to be fully informed of
all matters on which they are entitled to vote, arrangements have
been made for Anheuser-Busch Companies, Inc. or the Committee
promptly to deliver or cause to be delivered to each Participant
(or Beneficiary) who is entitled to vote any Shares or Share
Equivalents a copy of all proxy solicitation materials, before
each annual or special meeting of shareholders of the Company,
together with a form requesting confidential instructions on how
the Shares which such Participant is entitled to vote are to be
voted at such meeting.
(b) Each Participant (or Beneficiary) entitled to
vote on any matter presented for a vote by the stockholders and
who provides timely instructions to the Trustee hereunder shall
also be considered to have voted, as a named fiduciary, in
proportion to the vote of his Shares or Share Equivalents, a pro
rata portion of the votes attributable to the aggregate number of
Shares as to which voting instructions have not been timely
received from Participants (or Beneficiaries). Such pro rata
portion shall be equal to the aggregate number of votes
attributable to Shares or Share Equivalents as to which timely
instructions were not received multiplied by a fraction, the
numerator of which is the number of votes attributable to such
Participant (or Beneficiary) and the denominator of which is the
total number of votes attributable to all Participants (and
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Beneficiaries) who have provided timely instructions to the
Trustee under this Section 8.15.
(c) For purposes of this Section 8.15, the Trustee
shall follow the directions of those Participants (and
Beneficiaries) who provide voting instructions to the Trustee at
least three business days before the shareholders' meeting.
Voting instructions from individual Participants (or
Beneficiaries) shall be held by the Trustee in strictest
confidence and neither the name of, nor the voting instructions
given by, any individual Participant (or Beneficiary) who chooses
to give voting instructions shall be divulged by the Trustee to
any of the Employing Companies or to any director, officer or
employee thereof, or to the Committee; provided, however, that to
the extent necessary for the operation of the Plan, such
instructions may be relayed by the Trustee to an independent
recordkeeper, auditor or other person providing services to the
Plan if such person agrees not to divulge such directions to any
other person, including employees, officers and directors of the
Company or its affiliates.
(d) For purposes of this Section 8.15 and Section
8.16, the term "Share Equivalent" shall mean the equivalent to
the number of Shares that will be credited to a Participant's
Account if and when the Committee changes from Share accounting
to unit accounting under the Company Stock Fund. Share
Equivalents held in the Company Stock Fund shall be equal to the
number of full and fractional Shares held in such fund as of a
valuation date, divided by the number of units in such fund as of
such valuation date, multiplied by the number of Company Stock
Fund units in the Participant's Account as of such valuation
date. For purposes of this subsection, the term valuation date
shall mean any date as of which Share value or unit value is
determined as directed by the Committee.
8.16. Tendering of Shares and Rights. (a) Each
Participant (or, if deceased, his Beneficiary), as a named
fiduciary within the meaning of Section 403(a)(1) of ERISA, shall
be entitled, to the extent of full and fractional Shares or Share
Equivalents credited to his Account, as shown on the records of
the Plan as of the most recent valuation date for which
information is available, to direct the Trustee in writing as to
the manner in which to respond to a tender or exchange offer,
including but not limited to a tender or exchange offer within
the meaning of the Securities Exchange Act of 1934, as amended,
with respect to Shares, related rights, or both, and the Trustee
shall respond in accordance with the instructions so received.
The Committee shall utilize its best efforts to timely distribute
or cause to be distributed to each Participant (or Beneficiary)
such information as will be distributed to shareholders of the
Company in connection with any such tender or exchange offer,
together with a form requesting confidential instructions on
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whether or not such Shares or rights will be tendered or
exchanged.
(b) For purposes of this Section, the Trustee shall
follow the directions of those Participants (and Beneficiaries)
who provide instructions to the Trustee by the date established
by the Trustee and calculated to provide sufficient time to
compile instructions and a timely response to the tender or
exchange offer. If the Trustee shall not receive timely
instructions from a Participant (or Beneficiary) as to the manner
in which to respond to such a tender or exchange offer, the
Participant (or Beneficiary) shall be deemed to have directed the
Trustee not to tender or exchange his or her Shares and the
Trustee shall not tender or exchange such Shares with respect to
which such Participant (or Beneficiary) has the right of
direction. The instructions received by the Trustee from
individual Participants shall be held in the strictest confidence
and neither the name of, nor the instructions given by, any
individual Participant (or Beneficiary) who chooses to give
instructions shall be divulged by the Trustee to any of the
Employing Companies or to any director, officer or employee
thereof, or to the Committee; provided, however, that to the
extent necessary for the operation of the Plan, such instructions
may be relayed by the Trustee to an independent recordkeeper,
auditor or other person providing services to the Plan if such
person agrees not to divulge such directions to any other person,
including employees, officers and directors of the Company or its
affiliates.
8.17. Plan Mergers. In the event that this Plan is a
party to a merger with or accepts a transfer of assets from any
other qualified employee benefit plan, the Committee shall be
authorized to waive any of the investment restrictions of Section
8.1, 8.2, or 8.5 with respect to existing balances in any
employee account which is transferred to this Plan in connection
with such merger, if in the Committee's absolute discretion such
waiver is appropriate under the circumstances.
ARTICLE IX
MAINTENANCE AND VALUATION OF ACCOUNTS
9.1. Separate Accounts. The Committee shall establish a
separate Account for each Participant, which shall be a record of
all contributions made by or for such Participant, by source and
type, and all investments thereof, separately accounted for with
respect to each part of such Account and each Investment Fund.
The fact that allocations shall be made and credited to
individual Accounts shall not give the Participant any vested or
other right in or to the assets of the Fund except as expressly
provided by this Plan.
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9.2. Company Stock Fund Portion. The number of Shares or
units to be credited to each part of a Participant's Account
which has been invested in the Company Stock Fund shall be
determined as follows:
(a) Such part shall be credited as of the end of
each Processing Period with a number of Shares or units
(including fractional Shares or units to the fourth decimal
place) determined by dividing
(i) the sum of the contributions made to such
part for such Participant (regardless of type or source) which
were applied toward the acquisition of Shares or units for that
Processing Period, by
(ii) in the case of Shares, the average price
(including brokerage fees and transfer taxes) of each Share
acquired (regardless of source) by the Trustee for all
Participants for such Processing Period; and in the case of
units, the fair market value of each unit as of the end of the
Processing Period.
As long as the Committee uses Share accounting, the following
shall apply for purposes of (i) and (ii) above,
(iii) the price of Shares acquired with
earnings received on any contributions before such contributions
are allocated to the Accounts of Participants shall be applied to
compute the average price per Share,
(iv) the Shares so acquired with such earnings
shall be credited to the Accounts of the Participants (and parts
thereof) in accordance with (i) and (ii) above,
(v) in the case of a special transaction
relating to a cash tender offer, the average price (including
brokerage fees and transfer taxes) of each Share acquired by the
Trustee (regardless of source) with the actual proceeds of such
tender transaction shall be separately computed (with the result
that there be a separate average price at which Shares are
recredited to the Accounts of affected Participants).
In any instance in which the amount applied to acquire Shares for
any Processing Period is less than the total amount contributed
to the Company Stock Fund for such Processing Period from all
sources, the number of Shares to be credited to the Account of a
Participant pursuant to this subsection shall be that number of
Shares (including fractional Shares) determined by multiplying
the total number of Shares acquired for such Processing Period by
the following fraction: (A) the numerator is the total
contributions from all sources for such Participant for such
Processing Period which were allocated to the Company Stock Fund,
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and (B) the denominator is the total contributions from all
sources for all Participants for such Processing Period which
were allocated to the Company Stock Fund. If necessary, such
number of Shares shall be allocated to the various parts of such
Participant's Account in proportion to the contributions
allocated thereto for such Processing Period which were intended
for investment in Shares.
(b) Such part shall be debited as of the end of
each Processing Period with the number of Shares or units
distributed or sold from the part as of the end of such
Processing Period (even though the distribution or sale might not
be completed until some subsequent date), except that, as long as
the Committee uses Share accounting, in the case of Shares
distributed in kind the Participant shall be entitled to the
amount of any dividend or other distribution on any security in
his Account which first trades "ex-dividend" or "ex-distri-
bution" after the debit date but before the date on which the
distribution is actually made. If and when the Committee changes
from Share accounting to unit accounting with respect to the
Company Stock Fund, dividends and other cash distributions
received on Allocated Shares shall be applied to increase the
value of Company Stock Fund units.
(c) Dividends and other cash distributions received
on Shares (other than Shares distributed in kind after the date
on which such Shares were first traded "ex-dividend" or
"ex-distribution") shall be reinvested in the Company Stock Fund.
As long as the Committee uses Share accounting for the Company
Stock Fund, the appropriate part of each Participant's Account
shall be credited as of the end of each Processing Period with a
proportionate number of the Shares (including fractional Shares
to the fourth decimal place) acquired for such Processing Period
out of such dividends and other cash distributions (other than
Shares, acquired with earnings, which are to be allocated
pursuant to subsection (a) above), based on the number of Shares
in such part of a Participant's Account as of the end of the
previous Processing Period, after the allocations under
subsections (a) and (b) above for such previous Processing
Period. Dividends and other cash distributions received on
Shares distributed in kind after the date on which such Shares
were first traded "ex-dividend" or "ex-distribution" shall not be
reinvested in Shares, but shall be distributed in cash to the
distributee of the Shares on which they were received. If and
when the Committee changes from Share accounting to unit
accounting with respect to the Company Stock Fund, dividends and
other cash distributions received on Allocated Shares shall be
applied to increase the value of Company Stock Fund units.
9.3. Other Investment Fund Portions. The Committee may
adopt any method of accounting it believes appropriate (unit,
dollar or otherwise) for each of the other Investment Funds. As
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of the end of each Processing Period, there shall be credited to
each Participant's Account additional units or interests, as
appropriate, of each Investment Fund in which his Account is
invested, as determined by dividing the contributions to each
such Investment Fund for such Processing Period by the value of a
unit or interest therein as of the end of the prior or current
Processing Period as determined by the Committee on a uniform and
consistent basis. In making valuations of the Investment Funds,
the Trustee shall be entitled to accept the most recent
valuations received from their respective managers.
9.4. Transfers Between Funds. All transfers of
investments between Investment Funds to comply with a
Participant's investment direction or to comply with Section 11.7
shall be deemed a sale of the assets which must be disposed of,
and a purchase of the assets which must be purchased, to effect
such transfer. As long as the Committee uses Share accounting
for the Company Stock Fund, in the case of a deemed sale or
purchase of Shares, such Shares shall be valued at the Mean Price
at the end of the Processing Period for which such deemed sale or
purchase occurs. In the case of a sale or purchase of interests
in the Equity Index Fund, Short-Term Fixed Income Fund, Medium-
Term Fixed Income Fund, Indexed Balanced Fund, Managed Balanced
Fund, or the Company Stock Fund (if the Committee adopts unit
accounting for the Company Stock Fund), such interests shall be
valued at the end of the Processing Period for which such deemed
sale or purchase occurs.
9.5. Valuation of the Fund. As soon as practicable after
the end of each Processing Period the Trustee shall determine, in
accordance with generally accepted valuation methods and
practices, the fair market value of the assets then constituting
the Fund (giving effect to income, expenses and realized and
unrealized gains and losses experienced during such Processing
Period), separately valuing each Investment Fund as of the end of
such Processing Period (such determination being called a
"valuation"), and shall separately adjust the value of each
Investment Fund's portion of all existing Accounts in the ratio
that the balance of each such portion of each such Account bears
to the total of the combined balances of such portions of all
Accounts. In making its valuations of the Fund, the Trustee
shall have the absolute right to rely on the valuations of units
of participation in any Investment Fund, or the underlying
investments of any Investment Fund, furnished by the fund
manager.
9.6. Effect of Valuations. The Trustee's valuations of
the Fund or any portion thereof in accordance with the
fore-going, and its determination of the value of the
Participants' Accounts based thereon, shall be conclusive and
binding upon the Company, all other Participating Employers, the
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Committee, and all Participants and their respective
Beneficiaries.
9.7. No Liability for Fluctuations in Value. The
benefits provided by this Plan shall be payable solely from the
Fund. Each Participant and all persons who may derive rights
under this Plan through or from a Participant are hereby charged
with actual notice that all Accounts will increase or decrease in
value from time to time as the assets of the Fund fluctuate in
value. The fact that a particular amount was credited to a
Participant's Account at some time is no assurance that such
amount will ultimately be distributable hereunder and neither the
Company, any Participating Employer, the Committee, the Trustee,
nor any fund manager, guarantees in any way that the amount
ultimately distributable to or on behalf of any Participant will
be equal to any amount at any time credited to such Participant's
Account. Each Participant, by electing to participate in this
Plan, assumes the risk of possible declines in the market value
of his Account.
9.8. Adjustments to Accounts. If an adjustment to any
Participant's Account is required to correct any error (such as
an incorrect payroll deduction or an incorrect allocation of any
contribution), or for any other reason (such as a delay in the
start of payroll deductions), such adjustment shall be made as
soon as administratively feasible after the Committee first
learns of the circumstances which require adjustment. Any such
adjustment shall be made in accordance with the Plan
characteristics (including, but not limited to, the price of
Shares and units) in effect during the Processing Period in which
the adjustment is posted to the Participant's Account, except
that adjustments of Company Matching Contributions shall be at
the rate(s) in effect during the Processing Period(s) in which
the error occurred. No adjustment shall be made for any
interest, dividend or other gain or loss not realized because of
a delay in contributions.
Under extraordinary circumstances as determined by the Committee
in its absolute discretion, error adjustments may be made based
on Plan characteristics in effect during the Processing Period(s)
in which the error(s) occurred or on such other terms as the
Committee shall determine. In exercising its discretion under
this paragraph, the Committee shall consider such circumstances
as it shall deem appropriate, including but not limited to (a)
the nature of the error, (b) the ability of the Participant
reasonably to detect the error, and (c) the time elapsed between
discovery of the error and the reporting of same.
All necessitated Participant make-up contributions shall be on an
after-tax basis and shall be made by way of cashiers check or
money order. In no event shall adjustments be made for any
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period exceeding twelve (12) months prior to the date the
Participant notifies his plan representative of the error.
9.9. Ordering of Distributions. A distribution on
termination of employment shall take precedence over any other
distribution or withdrawal which (but for this provision) would
otherwise be made from the Account of a Participant as of the
distribution date.
9.10. Special Valuation of Company Stock in Extraordinary
Circumstances. Notwithstanding anything in this Plan to the
contrary, if the Committee determines that the volume of
distributions, withdrawals, transfers between funds, or
participant loans as of the last day of a month pursuant to other
provisions of the Plan requires sales or purchases of Shares at
levels greater than can be accommodated in an orderly fashion in
a single day on the New York Stock Exchange, the sales or
purchases shall be spread over a period of days and the price
shall be established at the end of the period in accordance with
procedures adopted by the Committee from time to time.
ARTICLE X
VESTING
10.1. Amounts Contributed by the Participant. The
portions of a Participant's Account which are attributable to the
Participant's Personal Contributions, with all earnings thereon,
shall be fully vested and non-forfeitable at all times.
10.2. Company Matching Contributions. The portion of a
Participant's Account which is attributable to Company Matching
Contributions for any Plan Year (including earnings thereon)
shall vest and become non-forfeitable when such Participant
completes two years of Vesting Service.
10.3. Vesting Rules. (a) Vesting Service shall be that
period of employment with the Employing Companies commencing on
an individual's Employment Commencement Date and ending on his
Severance from Service Date. In the event that non-successive
periods of Vesting Service are restored pursuant to this Section,
such periods shall be aggregated into completed twelfths of a
year on the basis that thirty days of service equal one twelfth
of a year.
(b) An individual's Employment Commencement Date
shall be the date on which he first performs an Hour of Service
for an Employing Company.
(c) The Severance from Service Date of an
individual shall be the earlier of the date he quits, is
discharged, retires or dies, or the first anniversary of the date
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he is absent from service for any reason, unless otherwise
provided in paragraph 10.3(d), or (h).
(d) The Vesting Service of an individual shall not
be considered severed by an Absence from Service, and, except as
otherwise provided above, shall be deemed to include such
Absence from Service. An Absence from Service means one of the
following:
(i) Any approved non-disability leave of
absence not exceeding two years in length; provided, however,
that Service shall not include any portion of the leave of
absence which is in excess of twelve (12) months unless the
individual returns to his regular employment within thirty (30)
days after the expiration of his leave of absence. If the
individual fails to return within such period, his Severance from
Service Date shall be the earlier of the expiration of his leave
of absence or the first anniversary of the date on which his
leave of absence began.
(ii) Absence for any period while in the
service of the government of the United States under
circumstances such that the individual has reemployment rights
granted by Federal law, provided a written application for
re-employment is filed within the period after discharge from
such government service during which such reemployment rights are
guaranteed, failing which such individual's Severance from
Service Date shall be the first day of the period during which he
no longer performs services for the Employing Companies because
of such governmental service.
(iii) A leave of absence because of physical
or mental disability up to a maximum of twenty-four (24) months.
(iv) Lay-off of up to twelve (12) months.
(e) Period of Severance shall mean the period of
time commencing on an individual's Severance from Service Date
and ending on the date on which he again performs an Hour of
Service.
(f) If an individual has a Severance from Service
by reason of a quit, discharge or retirement and again performs
an Hour of Service for an Employing Company within twelve months
of the Severance from Service Date, such Period of Severance
shall be disregarded and shall constitute Vesting Service.
(g) If an individual has a Severance from Service
by reason of a quit, discharge, or retirement during an absence
of twelve months or less for any reason other than a quit,
discharge or retirement, and again performs an Hour of Service
with an Employing Company within twelve months of the date on
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which he was first absent from Service, such Period of Severance
shall be disregarded and shall constitute Vesting Service.
(h) The Severance from Service Date of an
individual who is absent from service beyond the first
anniversary of the first date of absence by reason of a maternity
or paternity absence described in Section 2.22(b)(viii) is the
second anniversary of the first date of absence. The period
between the first and second anniversaries of the first date of
absence is not a Period of Severance nor a period of Vesting
Service unless otherwise provided in subsection (d).
(i) If a Participant has a Period of Severance and
is thereafter reemployed, all years of Vesting Service prior to
the Period of Severance shall be taken into account in
determining the Participant's vested interest in the Company
Matching Contributions portion of his Account, as accumulated
prior to such severance. The foregoing sentence shall not apply
to any Participant who was not vested in his entire account
balance on the date of his Severance from Service and who incurs
a Period of Severance exceeding five years. During the period
when any unvested amount is being held pending a determination of
whether a Period of Severance exceeding five years occurs, the
Participant's interest in such amount shall be immediately
terminated subject to reinstatement if the Participant is
reemployed by an Employing Company prior to incurring a five-year
Period of Severance. If the amount does not subsequently vest, it
shall be treated as a forfeiture. Any amount reinstated
hereunder shall be the fair market value of the forfeited amount
on the date of forfeiture, without any interest or other addition
thereto for the period prior to reinstatement. Forfeitures shall
be applied to reduce the Company's Contributions to this Plan.
(j) A transferred Participant whose participation
has become inactive under Section 3.5 and who continues to be
employed by an Employing Company without incurring a Period of
Severance shall be credited with Vesting Service for so long as
he remains so employed.
10.4. Change in Control of Anheuser-Busch Companies, Inc.
Notwithstanding the foregoing provisions of this Article X, in
the event of a "Change in Control of Anheuser-Busch Companies,
Inc.," the nonvested portion of a Participant's Account which is
attributable to Company Matching Contributions for any Plan Year
or part thereof (including earnings thereon) shall immediately
vest and become nonforfeitable. The portion of the Participant's
Account which shall vest and become nonforfeitable under this
Section shall be determined as of the end of the month during
which the Change in Control of Anheuser-Busch Companies, Inc.
occurs. For purposes hereof, a "Change in Control of Anheuser-
Busch Companies, Inc." shall occur if any "person" or "group"
(within the meaning of Sections 13(d) and 14(d)(2) of the
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Securities Exchange Act of 1934, as amended (the "Act")) becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Act)
of more than fifty percent (50%) of the then outstanding voting
stock of Anheuser-Busch Companies, Inc. This Section shall not
apply to any Participant who is not employed by an Employing
Company at the time the Change in Control of Anheuser-Busch
Companies, Inc. occurs.
ARTICLE XI
DISTRIBUTIONS
11.1. Distributions Upon Termination of Employment. A
Participant who ceases to be an Employee of any Employing Company
because of death, total and presumably permanent disability,
entry into active duty with any branch of the military services
of the United States, or who has been laid off for a period
exceeding twelve consecutive months, or who has attained the age
of 60 years at the time he ceases to be an Employee, or who has
completed two years of Vesting Service or is otherwise vested
under the provisions of Article X, shall receive (or if not then
living, his Beneficiary shall receive), at the time provided in
Section 11.2 hereof, in a single distribution, his entire
Account. A cessation of employment with all Employing Companies
for any reason or at any time described in the preceding sentence
is referred to as a "vested termination." A Participant who
ceases to be an Employee of any Employing Company under any other
circumstances shall receive (or if he is not living at the time
of distribution his Beneficiary shall receive), at the time
provided in Section 11.2 hereof, in a single distribution, the
portions of his Account attributable to Personal Contributions.
Such Participant shall forfeit the portion of his Account which
is attributable to Company Matching Contributions in accordance
with Section 10.3(i).
11.2. Time and Method of Distribution. (a) Except as
provided otherwise in this Section 11.2, every distribution under
Section 11.1 shall be made as soon as is administratively
feasible after, but as of, the end of the Processing Period which
ends on or after the date on which the Committee learns that an
event requiring distribution has occurred and is advised of the
identity or identities, and location(s) of, the party or parties
entitled to such distribution. In any event payment of such
distribution shall be commenced no later than the 60th day after
the close of the Plan Year in which falls the last to occur of
the following dates:
(i) The date on which the Participant attains
the age of 65 years;
(ii) The tenth anniversary of the year in
which the Participant first became a Participant in this Plan; or
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(iii) The date on which the Participant ceased
to be an Employee of any Employing Company.
(iv) Notwithstanding anything to the contrary
herein, distributions under this Plan shall commence not later
than April 1 following the calendar year in which the Participant
attains age 70-1/2.
Whole numbers of Shares which are to be distributed shall be
distributed in kind (subject, however, to transfer taxes), except
that amounts required to be distributed under Section 11.2(a)(iv)
may be distributed in cash at the Participant's election.
Subject to Section 11.7, the value of all other interests shall
be distributed in cash. Interests in the Investment Funds shall
be valued as of the end of the Processing Period as of which a
distribution is to be made; provided that, with respect to
interests in the Company Stock Fund which are to be distributed
in cash, the value of a fractional Share shall be based on the
value of a full Share, which shall be the Mean Price in the case
of Share accounting, and shall be the Closing Price on the last
business day of the Processing Period or on the next prior
business day as determined by the Committee on a uniform and
consistent basis.
(b) Each Participant (and, in the case of a
deceased Participant, his Beneficiary) entitled to a distribution
hereunder may elect to defer such distribution to the end of the
Plan Year during which his Account would otherwise be
distributed. Such Participant shall indicate, in accordance with
procedures promulgated by the Committee, whether he elects to
defer such distribution or receive it immediately. If the value
of such distribution is less than $3,500 and if the Participant
or Beneficiary fails to elect to defer such distribution, he
shall be deemed to have elected immediate distribution.
(c) Notwithstanding any other provision of the
Plan, if a Participant's vested Account balance exceeds $3,500 or
has exceeded $3,500 at the time of any previous distribution to
the Participant, amounts payable to such Participant shall not be
distributed before the Participant attains age 62 without the
consent of the Participant. The Participant's consent to
distribution must be made in accordance with procedures
promulgated by the Committee after the Participant receives a
notice as described in subsection (d) below and must be made
within the 90-day period ending on the last day of the Processing
Period as of which the amount of the distribution is determined
and made.
(d) No less than 30 days and no more than 90 days
before the last day of the Processing Period as of which a
distribution to a Participant is determined and made in
accordance with this Article or Article XII, the Committee shall
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provide to the Participant a notice describing the right to defer
receipt of the distribution until age 62. Notwithstanding the
preceding sentence, distribution to a Participant may be made
less than 30 days after the notice is provided if (i) the notice
clearly informs the Participant that the Participant has a right
to a period of at least 30 days after receiving the notice to
consider the decision of whether or not to elect a distribution,
and (ii) the Participant affirmatively elects a distribution
after receiving the notice.
(e) Any Participant not consenting to a
distribution hereunder shall become an inactive Participant, but
notwithstanding any provision of this Plan to the contrary, he
shall have only the following rights under this Plan:
(i) the right to receive a distribution of all
(but not less than all) of the vested portion of his Account as
of the end of any Processing Period permitted under this Section;
(ii) the right to make changes in the
investments of his Account in accordance with Article VIII;
(iii) the right to vote and tender Shares or
Share Equivalents held in his Account in accordance with Sections
8.15 and 8.16, respectively;
(iv) the right to change his designated
Beneficiary or Beneficiaries from time to time in accordance with
Section 15.1; and
(v) any other right required by law to be
given to an inactive Participant with an undistributed vested
account in a defined contribution plan qualified under Section
401(a) of the Code.
(f) The consent to distribution required by
subsection (c) above shall not be applicable in the event of a
termination distribution arising from the death of a Participant.
In addition, if an inactive Participant dies, the distribution of
such Participant's Account shall be made as soon as
administratively feasible after the Committee learns of such
event.
(g) Nothing in this Section shall be construed to
increase the vested portion of any Participant's Account whose
termination was not a "vested termination" within the meaning of
Section 11.1. An Account held hereunder for later distribution
shall, subject to the inactive Participant's right to direct a
change in investments as herein set forth, remain invested in the
manner in effect on the Participant's termination date, and shall
continue to fluctuate in value as the respective Investment Funds
in which such Account is invested so fluctuate.
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11.3. Eligible Rollover Distributions. (a) A Participant
may elect, at the time and in the manner prescribed by the
Committee, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan
specified by the Participant (a "direct rollover"). In addition,
the Participant's surviving spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as
defined in Section 414(p) of the Code, may elect a direct
rollover.
(b) An eligible rollover distribution is any
distribution of all or any portion of a Participant's Account,
except that an eligible rollover distribution does not include
any distribution required under Section 11.2(a)(iv) and the
portion of any distribution that is not includable in gross
income (determined without regard to the exclusion for net
unrealized appreciation with respect to Shares).
(c) An eligible retirement plan is an individual
retirement account described in Section 408(a) of the Code, an
individual retirement annuity described in Section 408(b) of the
Code, an annuity plan described in Section 403(a) of the Code, or
a qualified trust described in Section 401(a) of the Code, that
accepts the eligible rollover distribution. However, in the case
of an eligible rollover distribution to the surviving spouse, an
eligible retirement plan is an individual retirement account or
individual retirement annuity.
11.4. Determination of Disability. For purposes of
determining whether a Participant has had a Vested Termination
because of total and presumably permanent disability, a
Participant shall be deemed to be totally and presumably
permanently disabled if he is unable to perform the duties of his
position as an Employee because of a physical or mental
impairment which can be expected to result in death or to be of
long continued or indefinite duration, as conclusively determined
by a competent doctor selected by the Participant and approved by
the Committee or its delegate, who shall certify the result of
his examination of the Participant to the Committee.
11.5. Transfer of Accounts. Once per year or at such
other times as it shall determine, the Committee shall arrange
for the transfer of the Accounts of individuals who are no longer
eligible to participate in this Plan and who are currently
eligible and have an Account in a Related Plan to such Related
Plan to be combined with the Participant's active Account under
such Related Plan. After such transfer is accomplished, this
Plan shall have no further liability to the Participant with
respect to the transferred Account.
11.6. Early Distribution under Domestic Relations Order.
If the Committee shall receive an order that is finally
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determined to be a qualified domestic relations order within the
meaning of Section 414(p) of the Code, and if such order shall so
permit, the Committee may authorize the early distribution under
the provisions of this Article XI of any amount distributable to
the alternate payee under the order.
11.7. Absolute Right to Receive Stock Distribution.
Notwithstanding any provision of this Plan to the contrary,
whenever it is specified that a distribution will be made in
cash, the Participant shall nonetheless have the right to elect
to have Shares purchased and distributed to him. If such election
is made, the Participant's non-Share investments shall be deemed
transferred, pursuant to Section 9.4, to the Company Stock Fund
and thereafter distributed. Under no circumstances will a
fractional Share be distributed.
ARTICLE XII
WITHDRAWALS WHILE EMPLOYED
12.1. Elective Right to Make Certain Withdrawals. (a) Any
Participant may withdraw any part of his Account which is
attributable to
(i) After-Tax Unmatched Contributions, and
(ii) After-Tax Matched Contributions which
have been in the Account for at least one full Plan Year after
the contributions are made.
Any withdrawal under this subsection (a) shall be deemed made in
the order listed above.
(b) In addition to the rights set forth in
subsection (a), any Participant who has attained age 59-1/2 may
withdraw all or any part of his Account which is attributable to
(i) Before-Tax Matched Contributions which
have been in his Account for at least one full Plan Year after
the contributions are made,
(ii) Before-Tax Unmatched Contributions, and
(iii) Company Matching Contributions which
have been in his Account for at least one full Plan Year after
the contributions are made.
Withdrawals under this subsection (b) shall be deemed made
in the order listed above.
(c) Subject to Section 11.7, amounts withdrawn
under this Section 12.1 shall be distributed in cash. Amounts
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which are to be distributed in cash shall be expressed in whole
dollars unless the entire amount of the part of the Account
subject to withdrawal is being withdrawn. Interests in the
Investment Funds which are to be distributed shall be valued as
of the end of the Processing Period as of which a distribution is
made; provided that, if Share accounting is used, the value of
any full or fractional Shares which are to be distributed in cash
shall be based on the Mean Price at the end of the Processing
Period as of which a distribution is determined and made.
(d) A Participant who has attained age 55 and for
whom the diversification requirements of Section 401(a)(28) of
the Code cannot be satisfied for any Plan Year by a change of
investments under Article VIII shall be permitted to withdraw so
much of the vested Company Matching Contribution portion of his
Account as may be necessary to satisfy such diversification
requirements. To request a withdrawal under this Section, a
Participant must deliver the appropriate withdrawal form,
properly completed, on or before the 90th day following the close
of such Plan Year. Withdrawals under this subsection shall be
distributed within 180 days following the end of the Plan Year to
which the withdrawal relates.
12.2. Protected Withdrawal Rights. Any Participant with
an account balance in a Related Plan as of March 31, 1994, whose
account is transferred from the Related Plan to this Plan shall
be entitled to any elective distribution or withdrawal right
under the Related Plan in effect on March 31, 1994, with respect
to such account balance; provided that any limitations or
suspension penalties on such elective distribution or withdrawal
rights in effect under the Related Plan on March 31, 1994 may be
reduced or eliminated in accordance with rules promulgated by the
Committee. During any period of suspension on account of
withdrawal, the Participant will not be permitted to make any
Personal Contributions to this Plan.
12.3. Withdrawal Procedure. A Participant may request a
withdrawal under this Article XII by delivering such request to
the Employee Stock Plans Department in accordance with procedures
prescribed by the Committee. Withdrawals shall be effective as
of the last day of a Processing Period and shall be distributed
as soon as administratively feasible after the end of such
Processing Period. For purposes of determining the amount to be
withdrawn, the value of the withdrawable portion of the Account
as of the effective date of the withdrawal shall govern. Except
as may be required for certain withdrawals made pursuant to
Section 12.2, withdrawals shall be distributed in Shares or cash
at the Participant's election.
12.4. Frequency of Withdrawals. No more than two
withdrawals may be made under this Article in any period of
twelve consecutive months.
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ARTICLE XIII
HARDSHIP WITHDRAWALS
13.1. Eligibility and Procedure. This Article is
applicable only to the portions of a Participant's vested Account
which cannot be withdrawn under Article XII excluding any
earnings on Before-Tax Contributions accumulated after
December 31, 1988.
(a) Any Participant who has suffered a hardship may
withdraw all or any part of such portions of his Account upon
application to the Committee and demonstration to the Committee's
satisfaction that a hardship exists.
(b) For purposes of this Article, a distribution
will be on account of hardship if the distribution is necessary
in light of immediate and heavy financial needs of the
Participant. A distribution based upon financial hardship cannot
exceed the amount required to meet the immediate financial need
created by the hardship and not reasonably available from other
resources of the Participant. The determination of the existence
of financial hardship and the amount required to be distributed
to meet the need created by the hardship shall be made in
accordance with uniform and non-discriminatory rules promulgated
by the Committee. The Committee shall require exhaustion of all
other resources reasonably available to the Participant,
including loans and distributions from the Plan, before granting
an application hereunder. A loan shall not be required if
repayment thereof would constitute a hardship.
(c) Subject to Section 11.7 the amount of a
withdrawal under this Article shall be delivered to the
Participant in cash from investments of the Participant's Account
other than Shares except as (and only to the extent) necessary to
realize sufficient cash to fund the withdrawal.
(d) In administering this Article the Committee
shall be entitled to act in reliance on any applicable U. S.
Treasury Regulations.
(e) No more than one withdrawal under this Article,
may be made in any consecutive period of twelve months.
(f) No withdrawal will be permitted which will
reduce the amount of a Participant's Account which is then held
as collateral to secure a loan under Article XIV.
(g) If a Participant shall have a hardship
withdrawal approved, he shall be suspended from Plan
participation for twelve months from the date of distribution.
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Such suspension shall run concurrently with any other suspension
then in effect.
(h) Withdrawals under this Article shall be
distributed as soon as administratively feasible after the end of
the Processing Period during which the Committee approves the
Participant's application.
ARTICLE XIV
LOANS TO PARTICIPANTS
14.l. Procedure and Terms. A Participant may apply to the
Committee for a loan from his Account and the Committee shall
grant such a loan, but only on the following conditions:
(a) Maximum loan amounts are the lesser of (i)
$50,000 less the highest outstanding loan balance under the Plan
during the one-year period ending on the day before the loan is
made, or (ii) 50% of the vested portion of the Account. In
computing the maximum amount of a loan, any Company Matching
Contributions which have not been in the Plan for one full Plan
Year shall not be considered.
(b) A Participant may have no more than two loans
outstanding at any time.
(c) The minimum amount of any loan shall be $1,000.
(d) The loan shall be evidenced by a note on a form
approved by the Committee and shall bear interest at a rate of
one percentage point above the "prime rate" published by Morgan
Guaranty Trust Company of New York at the close of business on
the last business day of the prior calendar quarter, as
determined by the Committee for each calendar quarter. The loan
shall be secured by a portion of the Participant's Account
equivalent to the amount of the loan and shall be repayable in
level installments of principal and interest over a period not to
exceed five years from the date of such loan. Notwithstanding
the foregoing sentence, if the proceeds of a loan are to be used
to acquire a dwelling unit which is to be used, within a
reasonable period of time after the loan is made, as the
principal residence of the Participant, the loan shall be
repayable over such a period, not to exceed ten years, as the
Committee shall determine. The note shall be subject to
prepayment at any time, but only in full, and not in part,
without premium or penalty. Except as the Committee shall
otherwise determine, payments on the note shall be made only by
way of payroll deductions and shall be invested in accordance
with the current method of investment for the Participant's
current Before-Tax Unmatched Contributions. If no Before-Tax
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Unmatched Contributions are then being made, the Participant
shall direct how loan payments are to be invested.
(e) In the event a note or any installment
thereunder is not paid when due, the Committee shall give written
notice to the Participant sent to his last known address at such
time as the Committee shall deem appropriate. After the
Participant shall be 90 days in arrears on loan payments, the
Committee shall determine the loan to be in default. The Trustee
shall thereafter have the right to take recourse against the
collateral securing the same, with full right to exercise all
remedies granted a secured party under the applicable laws
(including the Uniform Commercial Code) as in effect in the
various jurisdiction(s) in which the collateral may be located;
provided: (i) in no event shall the Trustee file a claim under
any bankruptcy proceeding for the debt represented by the note;
(ii) if an event occurs whereby the Participant would receive a
distribution of his Account balance, such distribution shall
consist of the defaulted note and the remainder of the assets of
the Account; and (iii) in no event shall the defaulted note be
distributed until the Participant would be eligible to elect to
receive distribution of his Account balance pursuant to Section
12.1, even though a taxable distribution may be deemed to have
occurred at an earlier time under applicable provisions of the
Code.
(f) Any such loan shall be treated as a segregated
investment for the appropriate portion of the Account of the
borrowing Participant, the interest thereon shall be credited
only to such portion of his Account (and not to the general
earnings of the Fund), and for the purposes of allocating income
of the Fund or any other appreciation or depreciation of the Fund
for any Plan Year the Account of such borrowing Participant shall
be treated as not including the unpaid amount of such borrowing
(but for all other purposes of this Plan, including the
provisions dealing with the allocation of contributions and the
valuation of the corpus of the Trust, the amount of such
borrowing shall continue to be treated as part of the borrowing
Participant's Account, having a fair market value exactly equal
to the unpaid principal balance thereof at any time when it is
necessary to determine its fair market value).
(g) An application for a loan must be submitted and
shall be processed and disbursed in accordance with procedures
established by the Committee.
(h) The loan will be made in cash, from the
investments of the Participant's Account other than Shares except
as (and only to the extent) necessary to realize sufficient cash
to fund the loan.
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(i) If a Participant becomes entitled to a
termination distribution before the loan has been repaid in full,
the Trustee will distribute the Participant's note, endorsed
without recourse, as part of the resulting distribution of the
Participant's Account unless the loan is repaid at that time or
the termination distribution is deferred as provided in Section
11.2.
(j) If so determined by the Committee, a
Participant requesting a loan shall pay all out-of-pocket
administrative and filing fees incurred in processing his loan.
(k) A waiting period of two full calendar months is
required after a loan is repaid in any manner before a new loan
of the same type may be effective.
(l) The Committee shall have the authority, but
shall not be required, to undertake such investigation of a
Participant's employment or creditworthiness as the Committee
shall determine from time to time.
(m) Any Participant with respect to whom a loan has
been determined by the Committee to be in default shall not be
permitted to commence another loan of any type until five years
have elapsed from the end of the month in which the loan was
determined to be in default.
(n) Other than to determine whether an extended
term is available under Section 14.1(d), the Committee shall not
take into consideration the purpose for which the Participant
intends to use the proceeds.
(o) If a Participant directs that his payroll
deductions for loan payments are to be discontinued prior to the
full repayment of his loan, he shall be prohibited from making
another loan from the Plan for ten years from the date
of such direction, and shall be suspended from participation for
five years from the date of such direction.
ARTICLE XV
DESIGNATION OF A BENEFICIARY
15.1. Procedure and Effect. (a) Except as otherwise
provided in this Article or by law, any amount distributable
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 pursuant to this Article
by the Participant on whose behalf the amount payable was
accumulated. Each Participant shall specifically designate, by
name, on forms provided by the Committee, the Beneficiary(ies) to
whom such payment shall be made. Such designation may be made at
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any time satisfactory to the Committee. Except as provided in
Subsection (b) hereof, a designation of a Beneficiary may be
changed or revoked without the consent of the Beneficiary 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.
Any such designation shall be contingent on the designated
Beneficiary surviving the Participant, and if the designated
Beneficiary survives the Participant but dies before receiving
the entire amount distributable to him hereunder, the amount
which would otherwise have been so distributed 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. All payments and distributions to
a Beneficiary or Beneficiaries shall always be of the total
amount of the Participant's Account which is then subject to
distribution, and no such payments or distributions shall be made
in installments or as an annuity.
(b) In any situation where a married Participant
wishes to designate a Beneficiary other than his spouse to
receive benefits upon the Participant's death, such a designation
shall not be a qualified Beneficiary designation, and shall not
be recognized under this Plan, unless it is accompanied by one of
the following:
(i) a written consent, in form satisfactory to
the Committee, whereby the spouse to whom the Participant is
married at the time of his death consents to the designation of
the Beneficiary and acknowledges the effect of the designation,
and which is witnessed by either a notary public, a member of the
Committee or other plan representative; or
(ii) proof satisfactory to the Committee that
such a written consent cannot be obtained because the spouse
cannot be located or such other circumstances as U.S. Treasury
Regulations may prescribe.
Spousal consent to the designation of a non-spouse Beneficiary
shall not be valid unless such consent is executed and filed with
the Committee prior to the Participant's death.
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(c) If (i) no such designation is on file with the
Committee at the time of the Participant's death, or (ii) if a
designation on file is not valid, based upon the Participant's
marital status on his date of death, the Participant's surviving
spouse (if he is married at the time of his death) or the
Participant's estate (if it is established to the satisfaction of
the Committee that he is not then married) shall be conclusively
deemed to be the Beneficiary designated to receive any amounts
distributable under this Plan. 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.
By way of example, if a Participant designates his spouse as
Beneficiary but thereafter is divorced from such spouse and is
not remarried on his date of death, such designation shall remain
valid unless he filed a later beneficiary designation form with
the Committee. Further, if a Participant at any time during his
participation files a beneficiary designation form which, because
of other provisions of this Plan or applicable federal law, is
not effective at the time it is filed or later becomes
ineffective for any period of time (this could occur, for
example, by reason of an intervening marriage during which the
current spouse would automatically be entitled to benefits under
this Article or as otherwise required by law), and such
individual's marital status or other circumstances change so
that, on the date of death such designation would be effective,
such designation shall be controlling notwithstanding any
intervening period of ineffectiveness.
(d) In addition to the foregoing limitations on a
Participant's right to have this Plan recognize his Beneficiary
designation, a Participant's designation shall automatically be
modified to the extent necessary to comply with the terms of
any Qualified Domestic Relations Order (within the meaning of
Section 414(p) of the Code) received by the Plan affecting the
Participant's benefits under this Plan. In interpreting this
Section, any applicable U.S. Treasury or Department of Labor
Regulations shall be complied with.
(e) If any amount distributable hereunder is
payable to a minor or other person under legal disability,
distributions thereof shall be made in one (or any combination)
of the following ways, as the Committee shall determine in its
sole discretion:
(i) directly to said minor or other person;
(ii) to the legal representatives of said
minor or other person; or
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(iii) to some relative of such minor for the
support, welfare or education of such minor.
Neither the Company, any Participating Employer, the Committee
nor the Trustee shall be required to see to the application of
any distribution so made, and the receipt by the person to whom
such distribution is actually made shall fully discharge the
Company, each Participating Employer, the Committee and the
Trustee from any further accountability or responsibility with
respect to the amount so distributed.
(f) The amount payable to the Participant's
Beneficiaries shall be all amounts remaining in the Trust Fund on
the Participant's date of death. If the Participant, prior to
his death, had requested any withdrawal or if any type of
distribution had otherwise commenced, and a check or stock
certificate was issued on or prior to his date of death, such
funds shall remain payable to the Participant, as opposed to his
beneficiaries, even if not received prior to his death. Any
check or stock certificate issued after the Participant's date of
death shall be the property of his Beneficiaries determined in
accordance with this Section.
15.2. Renunciation of Death Benefit. A Beneficiary of a
Participant entitled to a benefit under this Plan may disclaim
his right to all or any portion of such benefit by filing with
the Committee a written irrevocable and unqualified refusal to
accept the benefit. Such renunciation must be filed before
payment to the Beneficiary of any part of the benefit to which
the Beneficiary is otherwise entitled, but no later than nine
months after the death of such a Participant. Any benefit so
disclaimed shall be distributable to the person or persons (and
in the proportions) to which such benefit would have been
distributable if the disclaiming Beneficiary had predeceased the
Participant.
ARTICLE XVI
LOST DISTRIBUTEES
16.1. Disposition of Accounts Payable to Persons Who
Cannot Be Located. If the Committee is unable to locate any
person entitled to receive a distribution hereunder, or the
estate of such person, if he is deceased, and if, under this
Plan, his estate is entitled to receive any amount distributable,
within two years after the same becomes distributable, during
which period the Committee shall have made a reasonable search
for such person and/or his estate, the right and interest of such
distributee in and to the amount distributable shall terminate on
the last day of such two-year period, and the amount so
distributable shall be applied to reduce the administrative
expenses of the Plan; provided, however, that if the Participant
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or his Beneficiary(ies) or estate should later make a claim for
benefits hereunder or otherwise be located, the amounts so
applied shall be reinstated and used and applied only for the
benefit of such Participant, his Beneficiary(ies) or estate, as
otherwise provided by this Plan.
16.2. Efforts To Locate Distributees. In its search for
any distributee, the Committee (or the Trustee, at the direction
of the Committee) shall mail a notice, postage prepaid, by U.S.
registered or certified mail, return receipt requested and return
postage guaranteed, to the last known address of such distributee
or (if the distributee is not the Participant and if the address
of the distributee is not known or if the notice sent to such
distributee is returned unclaimed or addressee unknown) to such
distributee in care of the last known address of the Participant
for whose benefit the Account to be distributed was accumulated.
Such action shall constitute a reasonable search for such
distributee.
ARTICLE XVII
AMENDMENT OR TERMINATION
17.1. Amendment. (a) The Company, for itself and for
each other Participating Employer, reserves the absolute right to
modify, amend or terminate this Plan in whole or in part, at any
time and from time to time, by action of the Board (or if
authorized by Board resolution, the President of the Company) or,
subject to the limitations stated in Section 18.3(c), the
Committee, effective as of any specified current, prior or future
date. A copy of the instrument by which any such action is taken
shall promptly be delivered to the Trustee and to the corporate
secretary of the Company. This Plan shall not, however, be
modified or amended in any manner which would
(i) reduce the amount credited to a
Participant's Account unless such reduction is required in order
to prevent the issuance by the Internal Revenue Service of an
adverse determination letter as to the qualified status of the
Plan under Section 401 of the Code, or shall be necessary to
bring the provisions of this Plan into conformity with any
applicable law or regulation so that contributions of the
Participating Employers hereunder and dividend payments shall
be deductible for federal income tax purposes, or to satisfy the
prohibited transaction exemption requirements under the Code and
ERISA, or shall be necessary in order to qualify the Trust by
which this Plan is funded as exempt from tax under Section 501 of
the Code, or to continue the qualified status of such Trust; or
(ii) permit any portion of the Fund to be used
for or diverted to purposes other than (A) for the exclusive
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benefit of Participants, their Beneficiaries or estates, and (B)
for the administrative expenses of this Plan; or
(iii) cause any part of the Fund to revert to
any of the Employing Companies (except as provided in paragraph
(i) above or in Section 24.1); or
(iv) increase the duties or liabilities of the
Trustee without its consent;
provided, that any modification or amendment which would result
in the loss by the Plan of its qualified status under Section 401
of the Code, or in the loss by the Trust of its tax exempt status
under Section 501 of the Code, shall be retroactively null and
void as if such amendment had never been made.
(b) All Participating Employers and their
Employees, and all Participants and their Beneficiaries and
estates, shall be bound by any amendment effected by the Company
pursuant to this Section.
17.2. Termination. Every Participating Employer reserves
the right to terminate its participation in this Plan voluntarily
as of any specified current or future date (or, if no date be
specified, as of the date of delivery of the certified copy of
the authorizing resolution to the Trustee as hereinafter
required) by action of its Board of Directors and by delivering a
certified copy of the resolution by which such action is taken to
the Committee and to the Trustee. In addition, the participation
of any Participating Employer in this Plan shall be automatically
terminated upon a dissolution of such Participating Employer (but
not upon a merger, consolidation, reorganization or
recapitalization thereof if the surviving corporation therein is
a Subsidiary and is already a Participating Employer or
specifically assumes this Plan and agrees to be bound by the
terms hereof), or upon such Participating Employer being legally
adjudicated a bankrupt, or upon the appointment of a receiver or
trustee in bankruptcy with respect to such Participating
Employer's assets and business if such appointment is not set
aside within 90 days thereafter, or upon the making by such
Participating Employer of a general assignment for the benefit of
creditors, or if such Participating Employer ceases to be a
Subsidiary. Upon a termination of participation as aforesaid, or
in the event of a complete and permanent discontinuance of
contributions to this Plan by a Participating Employer (whether
or not pursuant to action by its Board of Directors and whether
or not, if pursuant to such action, a certified copy of the
authorizing resolution is delivered to the Trustee), no
additional Employees of such Participating Employer shall become
eligible to participate herein, and any undistributed balance in
any Account shall immediately and fully vest in favor of the
person for whom such Account was established and shall become
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non-forfeitable. Should a partial termination of this Plan
occur, as determined in accordance with Federal law and
regulation, such partial termination shall have the same effect
as, and shall be treated the same as, a termination of the Plan,
except that in such case the provisions of Sections 17.3(b) and
(c) governing termination shall be applied only to those persons
affected by such partial termination, whose undistributed Account
balances shall thereupon be immediately fully vested and
non-forfeitable.
17.3. Disposition of Assets on Termination. (a)
Not-withstanding that the participation of a Participating
Employer in this Plan may be terminated pursuant to Section 17.2,
the Trust by which this Plan is funded shall continue in full
effect, but the Trustee shall make a valuation of the Fund as of
the date of such termination of participation in the manner
provided with respect to regular valuations, and shall segregate
from the Fund all Shares and other investments attributable to
the Accounts of all Participants then or theretofore employed by
such terminating Participating Employer which have vested and
become non-forfeitable.
(b) If the terminating Participating Employer has
ceased doing business or has been dissolved, or if any other
event has occurred as a result of which no Participant continues
to be employed by such Participating Employer (so that all such
Participants shall be deemed to have severed their employment
with such Participating Employer within the meaning of Section
402(d)(4)(A)(iii) of the Internal Revenue Code), the Trustee
shall distribute to each Participant formerly employed by such
Participating Employer his proportionate share of the assets
segregated from the Fund in the manner provided above, as
reflected by his adjusted Account balance, less distribution
expenses. Until the segregated assets have been fully
distributed, the Trustee shall continue to possess all powers,
rights, privileges and immunities with which it was invested by
the Trust Agreement, and shall have all such other powers as are
necessary or appropriate to the completion of such distribution,
and all expenses of administration of the segregated assets shall
be charged to and paid out of such assets.
(c) If, notwithstanding the termination, all or any
of the Participants shall continue in the employ of such
terminating Participating Employer or of an entity so related
to such terminating Participating Employer that such Participants
shall be deemed not to have severed their employment with it
within the meaning of Section 402(d)(4)(A)(iii) of the Code, the
assets which would otherwise be distributable to them shall be
retained by the Trustee, which shall continue to administer such
assets subject to the provisions of the Trust, until such time as
the same shall be otherwise distributable under this Plan, and
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during such administration, all expenses of administration of
such amounts shall be charged to and paid out of such assets.
(d) Notwithstanding anything to the contrary in
this Section 17.3, no distribution shall be made to the former
employees of the terminating Participating Employer if such
distribution would violate Section 401(k)(2)(B) of the Code. In
such case, the assets which would otherwise be distributable
shall be retained by the Trustee, which shall continue to
administer such assets subject to the provisions of the Trust
until such time as the same may be distributable under such
section of the Code, and during such administration, all expenses
of administration of such amounts shall be charged to and paid
out of such assets.
17.4. Effect of Termination by the Company. If the
Company terminates its participation in this Plan, such
termination shall result in the immediate termination of this
Plan in its entirety, as to all Participating Employers,
whereupon every Account which contains an undistributed balance
shall immediately and fully vest in favor of the person for whom
it was established, and shall become non-forfeitable.
ARTICLE XVIII
ADMINISTRATIVE COMMITTEE
18.1. Appointment. The actual administration of this Plan
shall be conducted by a Committee of not less than three (3)
persons appointed from time to time by, and to serve at the
pleasure of, the President of the Company. The number of persons
constituting the Committee may be increased or decreased (but not
below three) at any time and from time to time by the President.
Any officer, director or Employee of any of the Employing
Companies may be appointed to the Committee, but Committee
members need not be either Employees or Participants. Any member
of the Committee may resign by delivering his written resignation
to the Company's President and to the then-acting Secretary of
the Committee. The members of the Committee shall serve as such
without compensation.
18.2. Organization. The members of the Committee shall
elect a Chairman (who shall be a member of the Committee) and a
Secretary (who may, but need not, be a member of the Commit-tee),
who shall have the powers and duties usually incident to their
respective offices. The Committee may appoint from its
membership such subcommittees, and delegate such of its powers
thereto, as it may determine, and may authorize one or more of
its members, or any agent, to execute and deliver any instrument,
or, on its behalf, to authorize or direct any payment or
distribution permitted or required by this Plan. The Committee
may delegate to any agents such duties and powers, both
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ministerial and discretionary, as it deems appropriate, by an
instrument in writing which specifies which such duties are so
delegated and to whom each such duty is so delegated.
18.3. Powers. The Committee shall have full power and
authority to administer this Plan in all respects, including
without limitation, full power and authority:
(a) To construe the Plan and to determine all
questions which may arise thereunder relating to the
administration of the Plan, including questions relating to the
eligibility of Employees to participate in the Plan and the
status and rights of Participants, Beneficiaries, and other
persons hereunder; provided, however, that if the Committee deems
any language of this Plan so ambiguous or unclear that its
reasonable meaning or application cannot be determined, the
Committee may, if it so desires and in its sole discretion,
submit such language to the Board with a request that it adopt a
resolution interpreting such language or establishing rules for
its application, and any such resolution adopted by it shall be
binding upon all parties interested in the Plan. If the
Committee so desires, it may (but need not) submit such language
to counsel for interpretation prior to requesting action by the
Board. Unless the Board has adopted a particular interpretation
of specific Plan language, or has established rules for its
application, any decision of, or action taken by, the Committee
shall be final and binding upon all parties interested in the
Plan. Any discretionary actions taken, or rules adopted by the
Committee or the Board, shall be administered uniformly and
applied with equal effectiveness and in a non-discriminatory
manner to all persons similarly situated.
(b) To establish limitations on changes in
investments by Participants as may be necessary to assure
compliance with any contractual restrictions governing any fund,
guaranteed interest contract or other investment, and, in its
sole discretion, to establish rules and regulations governing,
and to administer, loans and hardship withdrawals hereunder,
including all necessary processing and the exercise of any
discretion associated therewith.
(c) To modify or amend this Plan and the Trust
Agreement, at any time and from time to time, effective as of any
specified current, prior or future date, provided, however, that
the Committee shall have no authority to:
(i) Add or remove any Participating Employer;
or
(ii) Except as provided in Subsection (d)
below, change any provision relating to the Company Matching
Contribution formula, participation, eligibility to participate,
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vesting, withdrawals, distributions, or limitations on
contributions or benefits, except in regard to procedural or
technical matters in a way calculated to lessen administrative
burdens or as necessary to comply with applicable law.
(d) To appoint an agent for service of process in
any action or proceeding involving this Plan, who may (but need
not) be either a member of the Committee, an Employee or a
Participant.
(e) To employ such counsel, accountants and agents
(who may serve any of the Employing Companies in a similar
capacity) and to contract for such clerical and accounting
assistance, and to delegate ministerial authority (including the
authority to instruct the Trustee respecting the amount and time
for payment of any benefit hereunder, and the identity of the
payee(s) thereof) to such person(s) selected by it, as it may
deem necessary or desirable, and all fees, charges and costs
incurred thereby shall be treated as an expense of the Plan and
paid in the manner provided for other expenses of the Plan.
(f) The Committee shall have no obligation or right
to manage or direct the investment of the Fund, except the right
to direct the Trustee as to which, if any, collective investment
funds shall be selected for the Investment Funds.
(g) To require such information from Participants
as it may deem necessary, in its absolute discretion, to make
determinations as to the status of paternity or maternity leaves,
marital status or the location of a Participant's spouse, or the
adequacy of any hardship circumstance as contemplated under
Article XIII.
(h) To make such determinations concerning the
qualified status of domestic relations orders affecting
Participants as are required by law and to adopt such rules and
procedures relating thereto as the Committee deems appropriate in
its absolute discretion.
18.4. Forms and Procedures. Participant enrollments,
contribution rate elections, investment elections, loan
applications, withdrawal applications and distribution
applications may be carried out by use of telephone voice
response devices to the extent the Committee so determines. The
Committee shall adopt all forms and procedures it deems necessary
or appropriate for the administration of this Plan and may change
such forms and procedures from time to time as it sees fit. In
instances in which no time period is stated in this Plan, the
Committee shall adopt reasonable time periods for the doing of
any act, which may take the form of a required notice period in
advance of the date on which an action is to become effective or
of a period after some event during which, or upon the expiration
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of which, an action may be timely taken. The Committee shall
have the power, under uniform and non-discriminatory rules, and
for good cause or administrative convenience, to waive strict
adherence to any time period or other requirement stated in this
Plan or established by the Committee.
18.5. Meetings. The Committee shall hold meetings upon
such notice, at such place or places, and at such time or times
as it may from time to time determine, and may, if it so desires,
by resolution, provide for regular meetings. In lieu
of any meeting, the Committee may act by written consent signed
by a majority of the members of the Committee and filed with the
Secretary thereof, whether executed before or after the stated
effective date thereof, and such consent shall have the same
effect as if the action thereby taken had been taken at a meeting
duly called and held.
18.6. Records. The Secretary of the Committee shall keep
records of all meetings of the Committee and shall forward all
necessary communications to the Trustee. The Committee shall
preserve the accounts of the fiscal transactions of the Plan
submitted by the Trustee, and shall keep in convenient form such
data as may be necessary for calculating the financial condition
of the Plan and for determining any benefit or other right
hereunder.
18.7. Applications for Benefits; Appeal From Denial of
Benefits. Any application for any payment, distribution,
withdrawal or loan under this Plan, whether by a Participant or
by a Beneficiary, shall be submitted in accordance with
procedures prescribed by the Committee. Any properly completed
application submitted to the Committee shall constitute a claim
under the Plan, and the Committee shall then grant or deny such
claim as soon as is reasonably practicable. The Committee shall
render its decision on the claim not later than 90 days after
receipt of the claim, and shall notify the claimant of its
decision; provided, however, that in special circumstances, as
found by the Committee, the Committee may by notice to the
claimant extend the time for its decision in order to permit
processing or otherwise meet the special circumstances, in which
case the decision shall be rendered as soon as practicable, but
not later than 180 days after the receipt of the claim. In any
instance where a claim is denied in whole or in part by the
Committee, the Committee shall forthwith furnish a copy of its
decision to the claimant, in writing, setting forth the
following:
(a) The specific reason or reasons for the denial
of the claim;
(b) Specific reference to the pertinent Plan
provision(s) on which such denial is based;
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(c) If the denial was occasioned by the failure of
the claimant to furnish any necessary information, a description
of the additional information necessary for the claimant to
perfect the claim and an explanation of why such material or
information is necessary; and
(d) Appropriate information as to the steps to be
taken if the claimant wishes to submit the claim for review.
Any claimant whose application for payment, distribution, loan or
withdrawal has been denied may appeal such denial by filing
an appeal and request for review with the Committee not later
than 60 days after his receipt of the notice of denial of his
claim. The Committee shall then promptly review its decision,
reconsidering the facts of the case and taking into account any
new or additional information which may be submitted by the
claimant, and shall render its decision not later than 60 days
after receipt of the appeal and request for review; provided,
however that in special circumstances, as found by the Committee,
the Committee may by notice to the Claimant extend the time for
its decision in order to permit processing or otherwise meet the
special circumstances, in which case the decision shall be
rendered as soon as practicable, but not later than 120 days
after the receipt of the request for review. In connection with
such review, the claimant or his duly authorized representative
may review all pertinent documents and records and may submit
issues and comments in writing. The Committee's decision on the
appeal shall be reported to the claimant, in writing, in the same
manner as an original decision, and no further appeal to the
Committee shall be permitted under this Plan.
18.8. Liability of Committee. (a) The Committee shall be
responsible only for its own acts and omissions, and except as
provided in ERISA Section 405 (29 U.S.C. 1105) shall have no
liability to any person or party whomsoever for the acts or
omissions of others. The Company shall indemnify any person who
is, or is threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he is or was a member of the Committee, against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, to the extent and under the
circumstances permitted by ERISA, but not as to any matter in
which he shall be finally adjudged in such action, suit or
proceeding (i) to be liable for misconduct in the performance of
his duties as such member or (ii) to have breached with respect
to the Plan or its Trust any fiduciary duty imposed on him by
ERISA for which personal liability is imposed on him and, in
either instance, for which indemnification would be contrary to
public policy, as set forth in any applicable statute or judicial
decision. The foregoing right of indemnification shall extend to
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any action, suit or proceeding which may be settled or
compromised prior to final judgment, and shall not be exclusive
of any other rights to which any such Committee member may be
entitled as a matter of law.
(b) Such indemnification (unless ordered by a
court) shall be made as authorized in a specific case upon a
determination that indemnification of the Committee member is
proper in the circumstances because he has met the applicable
standards of conduct set forth in ERISA. Such determination
shall be made (i) by the Board by a majority vote of a quorum
consisting of directors who were not parties to such action, suit
or proceeding, or (ii) if such a quorum is not obtainable, or
even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or
(iii) by the stockholders of the Company. Expenses incurred in
defending a civil or criminal action, suit or proceeding may be
paid by the Company in advance of the final disposition of the
action, suit or proceeding as authorized by the Board in a
specific case, upon receipt of an undertaking by or on behalf of
the Committee member to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by
the Company as authorized by ERISA and this Article.
(c) The foregoing right of indemnification shall
not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any law, agreement,
or vote of stockholders or disinterested members of the Board,
both as to action in his official capacity as a member of the
Committee and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a
Committee member and shall inure to the benefit of the heirs,
executors and administrators of such person.
(d) The Board may authorize, to the extent
permitted by ERISA, the purchase and maintenance of insurance on
behalf of any person who is or was a member of the Committee
against any liability asserted against him and incurred by him in
such capacity or arising out of his status as such.
(e) Except as otherwise required by law, no bond or
other security shall be required of any member of the Committee
for the faithful performance of his duties as such.
ARTICLE XIX
PROHIBITION AGAINST VOLUNTARY OR INVOLUNTARY ASSIGNMENTS
19.1. No Liability for Participants' Debts. Except as
otherwise required by law or provided in Article XIV, neither
this Plan nor the Trust by which it is funded shall be liable for
or subject to the debts or liabilities of any Participant or
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Beneficiary hereunder, and no amount payable hereunder shall at
any time or in any manner be subject to alienation, sale,
transfer, assignment, pledge or encumbrance of any kind.
Notwithstanding the foregoing, this Plan shall comply with the
terms of any domestic relations order which is found by the
Committee to be "qualified" in accordance with Section 414(p) of
the Code. Any such order which is found by the Committee not to
be so qualified shall not be complied with. The Committee shall
adopt written procedures for making determinations concerning the
qualified status of domestic relations orders.
ARTICLE XX
COMPETENCY OF DISTRIBUTEES
20.1. Distributees Presumed Competent. Every person
receiving or claiming any benefit under this Plan shall be
conclusively presumed to be mentally competent and of legal age
until the Committee and/or Trustee receives a written notice, in
form and substance acceptable to them, that any such person is
incompetent, is a minor or that a guardian or other person
legally vested with the care of his estate has been appointed.
20.2. Facility of Payment. (a) 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 Committee, payment thereof shall be made in one
(or any combination) of the following ways, as the Committee
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 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.
(b) If the Committee determines that any amount
shall be paid to a relative or friend of such minor or other
person for the support, welfare or education of such minor or
other person, and the amount would otherwise be required to be
distributed in the form of Shares, the relative or friend to whom
such amount is payable shall have the right to elect that the
entire distribution be made in the form of cash rather than
Shares.
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(c) The Committee shall not be required to see to
the application of any payment made pursuant to this Section
20.2, and the receipt of the person to whom such payment is
actually made shall fully discharge the Committee from any
further accountability or responsibility with respect to the
amount so paid.
ARTICLE XXI
BECOMING A PARTICIPATING EMPLOYER
21.1. Authorization and Procedure. (a) Any Subsidiary
may, with the consent of the President of the Company, adopt this
Plan and become a Participating Employer hereunder. Any such
Subsidiary which desires to become a Participating Employer shall
deliver to the Committee an executed participation agreement
which is satisfactory to the Committee in form and substance.
Thenceforth such entity shall be a Participating Employer
hereunder for all purposes and shall be bound by each and every
provision of this Plan and of the Trust Agreement.
(b) Each new Participating Employer shall deliver
or cause to have delivered to the Committee such information as
the Committee may request for purposes of implementing the Plan
as regards such Participating Employer and such of its Employees
as are or may become eligible to participate herein.
21.2. Effect of Being a Participating Employer. Except as
hereinafter provided in this Section, the contributions made by
each Participating Employer shall be credited, and forfeitures
reducing its contributions shall be reallocated, only to the
Accounts of those Participants who are employed by it. The
transfer of a Participant from the employ of one Participating
Employer to the employ of another Participating Employer shall
not result in the termination of such Participant's participation
in this Plan. However, in the event of any such transfer, the
Committee shall thereupon annotate such Participant's Account so
as to clearly identify it with the Participating Employer by
which he is then employed. If any such transferred Participant
thereafter terminates his employment with the Employing Companies
under any circumstance giving rise to a forfeiture, any such
forfeiture shall be allocated among the Participating Employers
whose contributions were credited to such Participant's Account,
in the ratio that the unvested amounts contributed for such
Participant by each such Participating Employer bears to the
total unvested amounts contributed for such Participant by all
Participating Employers.
21.3. Pooled Funds. Notwithstanding that there may be
more than one Participating Employer, there shall be but a single
Trust, consisting of such separate Investment Funds as are
required under this Plan, and the Trustee shall invest and
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reinvest each of such Investment Funds as a single investment
pool. The Trustee shall not be required to segregate the Account
of any Participant for separate investment or otherwise, though
separate records of all Participant's Accounts shall be
maintained as required by Article IX hereof.
21.4. Costs and Expenses. Any costs and expenses of
operating and administering this Plan that are to be paid by the
Participating Employers may be paid in full by the Company, and
each Participating Employer shall then reimburse the Company for
its equitable share thereof, as determined by the Committee in
its sole discretion.
21.5. Adoption of Plan Conditional. The adoption of this
Plan by a Participating Employer shall be conditioned on such
action not adversely affecting the qualified status of the Plan,
or the tax exempt status of the Trust by which it is funded,
whether determined with respect to the Plan and Trust as existing
prior to the participation of such Participating Employer or as
regards the participation thereof.
ARTICLE XXII
LIMITATIONS APPLICABLE TO ALL CONTRIBUTIONS TO THIS PLAN
22.1. Special Limitation on Annual Additions For Any
Participant For Any Year. (a) No Participant shall have an
annual addition to his Account for any calendar year in excess of
the amount then permitted under Section 415 of the Code.
(b) If a Participant shall, as a result of errors
in estimating compensation or in determining the amount of
elective deferrals (within the meaning of Code Section 402(a)(3))
that may be made with respect to any individual under the limits
of Code Section 415, have allocated to his accounts under this
Plan and all other defined contribution plans maintained by the
Employing Companies which are "qualified" under Section 401(a) of
the Code, an annual addition greater than the limit set out under
Section 415 of the Code, such Participant's account under any
other such defined contribution plan shall be reduced before any
reductions are made to his account under this Plan. If such
other defined contribution plan does not permit such reductions,
reductions shall first be made under this Plan. If reductions
are required under this Plan, such Participant's Personal and
Company Contributions under this Plan shall be reduced or
refunded as necessary in accordance with procedures established
by the Committee.
(c) In the case of a Participant who also
participates in a defined benefit plan(s) which is maintained by
the Employing Companies and which is "qualified" under Section
401(a) of the Code, the sum of such Participant's "defined
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benefit plan fraction" and his "defined contribution plan
fraction" for any year shall not exceed the limit provided in
Section 415 of the Code. If such fractions would exceed this
limit, benefits shall be reduced or eliminated under such defined
benefit plan, to the extent necessary to comply with Section 415
of the Code, before any reduction of benefits shall be made under
this Plan.
(d) For purpose of this Section, "annual addition"
shall mean the sum of the Before-Tax Contributions, After-Tax
Contributions, and Company Matching Contributions allocated to
the account of a Participant for the limitation year. The terms
compensation, defined benefit plan fraction, and defined
contribution plan fraction shall have the meanings provided in
Section 415 of the Code. Section 415 of the Code, as in effect
from time to time, and regulations promulgated thereunder, are
incorporated herein by reference.
ARTICLE XXIII
SPECIAL RULES FOR YEARS WHEN PLAN IS TOP-HEAVY
23.1. Special Definitions and Rules of Construction. For
purposes of applying the special rules set out in this Article
the following terms shall have the following meanings:
(a) "Top-Heavy". Unless the Plan is required to be
included in an aggregation group, this Plan will be a top-heavy
plan with respect to any Plan Year if, as of the determination
date, the aggregate of the Accounts of Key Employees under the
Plan exceeds 60 percent of the aggregate of the Accounts of all
Employees under the Plan. If the Plan is required to be included
in an aggregation group for any Plan Year, the Plan will be
top-heavy with respect to such Plan Year if the aggregation group
is a top-heavy group.
(b) "Aggregation Group". Each plan of the
Employing Companies in which a Key Employee is a Participant, and
each other plan of the Employing Companies which enables any plan
in which a Key Employee participates to meet the requirements of
Sections 401(a)(4) or 410 of the Code. The Company may at its
option treat any plan not required to be included in an
aggregation group pursuant to the preceding sentence as being
part of such group if such group would continue to meet the
requirements of such Sections 401(a)(4) and 410 with such plan
being taken into account.
(c) "Top-Heavy Group". Any aggregation group if:
(i) the sum (as of the determination date) of:
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(A) the present value of the cumulative
accrued benefits for Key Employees under all defined benefit
plans included in such group, and
(B) the aggregate of the accounts
(adjusted to include contributions due as of such
determination date) of Key Employees under all defined
contribution plans included in such group,
(ii) exceeds 60 percent of a similar sum
determined for all employees under such plans.
For purposes of determining the present value of the cumulative
accrued benefit for any Employee or the amount of the account of
any Employee, (iii) such present value or amount shall be
increased by the aggregate distributions made with respect to
such employee under the plan during the 5-year period ending on
the determination date (including distributions under any
terminated plan which, if it had not been terminated, would have
been required to be included in an aggregation group) and (iv)
the valuation date shall be the most recent valuation date
occurring within a twelve-month period ending on the
determination date.
(d) "Determination Date". With respect to any plan
year, the last day of the preceding plan year or, in the case of
the first plan year of a plan, the last day of such first plan
year. In the case of an aggregation group, a separate
determination shall be made each calendar year for each plan
within such aggregation group, as of each such plan's
determination date which falls within such calendar year. The
results of the separate determinations within the same calendar
year shall then be added to determine the status of the
aggregation group.
(e) "Key Employee". An Employee who, at any time
during the Plan Year in question or any of the four preceding
Plan Years, is or was:
(i) an officer of the Employing Companies
having an annual compensation from the Employing Companies
greater than 150 percent of the amount in effect under Section
415(c)(1)(A) of the Code for such Plan Year;
(ii) one of the ten employees having annual
compensation from the Employing Companies of more than the
limitation in effect under Section 415(c)(1)(A) of the Code and
owning (or considered as owning, within the meaning of Section
318 of the Code) the largest interests in the Employing
Companies;
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<PAGE>
(iii) a 5-percent owner of the Employing
Companies; or
(iv) a 1-percent owner of the Employing
Companies having aggregate annual compensation from the Employing
Companies combined in excess of $150,000; provided, however, that
no more than 50 Employees in the aggregate (or, if less, the
greater of 3 or 10 percent of the Employees of the Employing
Companies) shall be treated as officers. For purposes of clause
(ii), if two or more Employees have the same interest in the
Employing Companies, the Employee having greater annual
compensation from the Employing Companies shall be treated as
having a larger interest.
(f) "5-percent Owner". Any person who owns (or is
considered as owning within the meaning of Section 318 of the
Code) more than 5 percent of the outstanding stock of the
Employing Companies or stock possessing more than 5 percent of
the total combined voting power of all stock of the Employing
Companies.
(g) "1-percent Owner". Any person who owns (or is
considered as owning within the meaning of Section 318 of the
Code) more than 1 percent of the outstanding stock of the
Employing Companies or stock possessing more than 1 percent of
the total combined voting power of all stock of the Employing
Companies.
(h) "Non-Key Employee". Any Employee who is not a
Key Employee.
(i) For purposes of this Article, subparagraph (C)
of Section 318(a)(2) of the Code shall be applied by substituting
"5 percent" for "50 percent", and the rules of subsections (b),
(c), and (m) of Section 414 of the Code shall not apply for
purposes of determining ownership.
(j) The terms Employee and Key Employee include
their Beneficiaries.
(k) This Article shall not apply with respect to
any Employee included in a unit of Employees covered by an
agreement which the Secretary of Labor finds to be a collective
bargaining agreement between Employee representatives and one or
more employers if there is evidence that retirement benefits were
the subject of good faith bargaining between such employee
representatives and such employer or employers.
(l) If any individual is a Non-Key Employee with
respect to the Plan for any Plan Year, but was a Key Employee
with respect to the Plan for any prior Plan Year, the Account of
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<PAGE>
such individual shall not be taken into consideration in making
the determinations hereunder.
(m) If any individual has not received any
compensation from the Employing Companies (other than benefits
under this Plan) at any time during the five-year period ending
on the applicable determination date, the Account of such
individual shall not be taken into consideration in making the
determination hereunder.
23.2. Special Rules Applicable to Top-Heavy Years. If
this Plan is a top-heavy plan for any Plan Year, then:
(a) Notwithstanding any provisions herein to the
contrary, no Key Employee may have allocated to his Account for
such Plan Year Before-Tax or Company Matching Contributions
which, expressed as a percentage of his Compensation, exceed the
Company Matching Contribution also expressed as a percentage of
Compensation, of that Non-Key Eligible Employee whose Company
Matching Contribution is the lowest percentage. The percentage
calculations required by this subsection shall be made treating
all defined contribution plans of the Company included in the
aggregation group of plans as if they were a single plan, and any
reduction in Before-Tax and Company Matching Contributions
required by this provision shall be effected out of Before-Tax
and Company Matching Contributions to this Plan first, before
being allocated to any other plan. If the Before-Tax Company
Matching Contributions which would otherwise be allocated to a
Key Employee are reduced by operation of this provision, excess
Personal Contributions shall be refunded to the Participant
without penalty, to the end that the Participant's Personal
Contributions for the Plan Year in question do not exceed the
amount he would have contributed in order to receive only the
recalculated Company Matching Contribution amount;
(b) The provision in (a) above shall not apply to
any Non-Key Eligible Employee to the extent the Non-Key Eligible
Employee is covered under any other plan or plans of an Employing
Company if any such other plan is a defined benefit plan under
which the Non-Key Eligible Employee shall receive the minimum
accrued benefit required by Section 416(c) of the Code; and
(c) Paragraphs (2)(b) and (3)(b) of Section 415(e)
of the Code shall be applied by substituting "1.0" for "1.25" if
the aggregate value of the accounts of Key Employees exceeds 90%
of the aggregate value of the accounts of all Employees under the
Plan or if the sum referred to in Section 23.1(c)(i) above
exceeds 90% of a similar sum determined for all employees under
all plans in the aggregation group.
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(d) For purposes of this Article, the term
"compensation" shall be the amount of compensation determined
under the provisions of Section 415(c)(3) of the Code.
23.3. Operating Rules. (a) Contributions or benefits
under chapter 2 (relating to tax on self-employment income),
chapter 21 (relating to Federal Insurance Contributions Act) of
the Code, or title II of the Social Security Act, or any other
Federal or State law shall not be taken into account in applying
Section 23.2.
(b) This Article shall be applied to all plans
maintained by the Employing Companies in a manner consistent with
regulations promulgated by the Secretary of the Treasury under
the authority granted by Section 416(f) of the Code.
(c) This Article is included solely to permit the
Plan to comply with Section 416 of the Code. Should this Plan
ultimately be excused or exempted from the operation of such
Section, either by statutory amendment or by any regulation or
ruling of the U.S. Treasury or the Internal Revenue Service, this
Article shall immediately and automatically be null and void and
of no further force or effect.
ARTICLE XXIV
MISCELLANEOUS
24.1. Return of Contributions. (a) It is the objective
and intention of each Participating Employer that this amended
and restated Plan shall continue to be a qualified plan within
the meaning of Section 401 of the Code, the Trust of which
continues to be exempt from Federal income tax under Section 501
of the Code. If the Internal Revenue Service rules, upon
application to it for a favorable determination, that this Plan
and its related Trust are so qualified and exempt, all
contributions theretofore made by any Participating Employer
shall be subject to the provisions of this Plan in all respects
and may not be diverted to purposes other than the exclusive
benefit of Participants and their Beneficiaries and estates and
the payment of the administrative expenses of this Plan, and may
not be returned to any Participating Employer.
(b) Notwithstanding the foregoing or any other
contrary provision herein contained, any erroneous Company
Matching Contribution which is made by a mistake of fact may be
returned to the Participating Employer which made such
contribution if the mistake of fact is discovered and the return
of such contribution is completed within one year after the
payment of such contribution to the Plan. Furthermore, if after
the Internal Revenue Service rules that the Plan and Trust are
qualified and exempt, as contemplated by Subsection (a) above,
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<PAGE>
any deduction for any Company Contribution hereto is denied as
not allowable under Section 404(a)(3) of the Code, then such
contribution, to the extent of such disallowed deduction, may be
returned to the Participating Employer which made such
contribution within one year after the disallowance of such
deduction. Each and every Company contribution made pursuant to
this Plan is contingent upon the allowance of a deduction for
such contribution under Section 404 of the Code.
24.2. Limitations of Liability and Rights. (a)
Participation in this Plan shall not give any Participant any
rights to any amounts hereunder except as specifically provided
in this Plan, and no one in the employ of any Participating
Employer, and no Participant or Beneficiary, shall be entitled to
any amounts hereunder except to the extent that a right thereto
is specifically fixed by the terms of this Plan and the assets of
the Trust by which this Plan is funded are sufficient therefor.
(b) Except as provided in ERISA Section 405 (29
U.S.C. 1105), no Participating Employer, no officer, director
or stockholder of any Participating Employer, and no member of
the Committee, shall be liable for any act or omission of the
Trustee with respect to its investment or administration of the
Trust which is a part of this Plan.
(c) The establishment of this Plan shall not give
any person any right to be continued in the employ of any
Participating Employer or any of the Employing Companies, nor
shall it interfere with or limit any right of any of the
Employing Companies to terminate the employment of any person at
any time.
24.3. General Administration and Expenses. Except with
respect to such duties as have specifically been delegated to the
Committee, the Trustee or others hereunder, or which require the
exercise of discretion, the Company or its nominees (who may be
Employees) may perform all ministerial activities necessary to
the efficient administration of this Plan, may maintain all
proper files and records, and may provide all forms, notices and
other documents in connection herewith. All notices, requests,
directions and other orders or elections for which the Committee
has adopted an official administrative form shall be effective
only if submitted to the Committee on a properly completed and
signed official form. All brokerage fees, commissions, stock
transfer taxes and similar acquisition costs incurred on the
purchase of any security (including any Shares) shall be treated
as additional purchase price and all brokerage fees, commissions,
stock transfer taxes and similar disposition costs incurred on
the sale of any security (including any Shares) shall be treated
as a reduction in sale proceeds, except that stock transfer taxes
on Shares distributable in kind shall be charged against the
Account of the distributee. Except as otherwise provided in the
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<PAGE>
Trust Agreement, all other expenses of the Plan and its
administration may be paid by the Participating Employers, in
such proportions as they shall determine.
24.4. Notice of Address. It is the duty of every
Participant to keep his employer informed of his current post
office address. Any communication, statement or notice addressed
to a Participant at the latest post office address on file with
the Employing Companies shall be binding upon such Participant
for all purposes, and neither the Committee, the Trustee nor the
Company shall be obligated to search for or attempt to ascertain
the whereabouts of any person, except as provided in Article XVI.
24.5. Data. Every person entitled to payments hereunder
shall furnish such documents, evidence or other information to
the Committee as the Committee may consider necessary or
desirable for the administration of this Plan or for the
protection of the Plan, the Committee or the Trustee. Each such
person must furnish such information promptly and must sign such
documents as the Committee may reasonably require before he shall
receive any payment or distribution hereunder.
24.6. Trust Agreement Related. The Trust Agreement and
each of the provisions thereof shall be deemed a part of the this
Plan for all purposes, and in case of a conflict between the
provisions of the Trust Agreement and the provisions of this
Plan, the provisions of this Plan shall control.
24.7. Severability Clause. In case any provision of this
Plan shall be held illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining
provisions of the Plan, and the Plan shall be construed and
enforced as if such illegal and invalid provision had never been
included herein.
24.8. Situs. This Plan shall be construed, regulated and
administered according to ERISA.
24.9. Succession. Except as otherwise provided herein,
this Plan and each of the provisions hereof shall be binding upon
each Participating Employer and any corporation(s) resulting from
or surviving any merger, consolidation, reorganization or
recapitalization of a Participating Employer or of a
Participating Employer and one of more other corporations, and
any corporation into which a Participating Employer may be
liquidated.
24.10. Execution. This Plan may be executed in any number
of counterparts, each of which so executed shall be deemed to be
an original, and such counterparts shall together constitute one
and the same instrument.
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<PAGE>
24.11. Merger of Plan or Transfer of Trust Assets. If this
Plan is merged or consolidated with any other plan, or if the
assets or liabilities of the Plan are transferred to any other
plan or trust, then each Participant in the Plan shall (if the
Plan shall then be terminated) receive a benefit immediately
after such merger, consolidation or transfer which is equal to or
greater than the benefit he would have been entitled to
receive immediately before such merger, consolidation or transfer
(if the Plan had then terminated).
24.12. Miscellaneous Rules of Construction. (a) Masculine
pronouns include the feminine, the singular includes the plural,
and the plural includes the singular, as the context or
application demands. The words "herein", "hereunder", "hereof"
and similar compounds of the word "here" refer to this entire
Plan unless expressly limited to a particular article, section,
sentence or other subdivision of this Plan.
(b) Titles to articles and headings of sections in
this Plan are for convenience of reference only, and in case of
conflict, the text of this Plan rather than such titles or
headings shall control.
24.13. Delayed Payments. Notwithstanding any other
provision of the Plan, if the amount of a payment required to be
paid on a date determined under this Plan, cannot be ascertained
by such date, or if it is not possible to make such payment on
such date because the Committee has been unable to locate the
Participant, spouse or Beneficiary (if applicable) after making
reasonable efforts to do so, a payment retroactive to such date
may be made no later than 60 days after the earliest date on
which the amount of such payment can be ascertained or the date
on which such Participant, spouse or Beneficiary is located
(whichever is applicable).
24.14. Mistakes in Benefit Payments. In the event and to
the extent that any payment to a Participant, spouse or
Beneficiary is determined by the Committee to have been in error,
the Committee and the Trustee shall determine the extent of the
error, and shall take action to correct the error in an equitable
manner, as determined in the sole discretion of the Committee,
consistent with the following:
(a) In the event that an amount paid in error is
less than the amount which should have been paid, the Committee
shall direct the Trustee to distribute the difference between the
amount paid and the amount which should have been paid to the
Participant, spouse or Beneficiary;
(b) In the event that the amount paid in error
exceeds the amount which should have been paid, the Committee, to
the extent possible, shall reduce any benefit then remaining
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payable to the Participant, spouse or Beneficiary by the excess
of the amount paid over the amount which should have been paid,
and shall make other reasonable efforts to recover such excess
from the Participant, spouse or Beneficiary.
IN WITNESS WHEREOF, the Company has executed this Plan by
and through its authorized agents, on this _____ day of May,
1994, effective as of July 1, 1994.
CAMPBELL TAGGART, INC.
By
Barry H. Beracha
President
Attest:________________________
Laura Reeves
Corporate Secretary
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EXHIBIT 4.2
DRAFT
5/18/94
MASTER DEFINED CONTRIBUTION TRUST AGREEMENT
by and between
ANHEUSER-BUSCH COMPANIES, INC.
and
MELLON BANK, N.A.
<PAGE>
MASTER DEFINED CONTRIBUTION TRUST AGREEMENT
THIS MASTER TRUST AGREEMENT made and entered into on
this day of , 1994,
effective as of November 1, 1993, by and between
ANHEUSER-BUSCH COMPANIES, INC. (hereinafter referred to as the
"Corporation") and MELLON BANK, N.A. (hereinafter referred to
as the "Master Trustee"),
WITNESSETH:
WHEREAS, the Corporation desires to establish a master
trust which will serve as a funding medium to eligible
employee benefit plans of the Corporation and its subsidiaries
and affiliates; and
WHEREAS, the Master Trustee is willing to act as trustee
of such trust upon all of the terms and conditions hereinafter
set forth; and
WHEREAS, the Corporation and the Master Trustee wish to
amend those trust agreements referred to in Exhibit A hereto
(the "Prior Agreements") so that this Agreement shall be
deemed to supersede all such Prior Agreements and so that all
the separate trusts established by the Prior Agreements shall
be deemed consolidated into the master trust established
hereby;
<PAGE>
NOW, THEREFORE, the Corporation and the Master Trustee
declare and agree that the Master Trustee will receive, hold
and administer all sums of money and such other property
acceptable to Master Trustee as shall from time to time be
contributed, paid or delivered to it hereunder, IN TRUST, upon
all of the following terms and conditions.
SECTION 1
General
1.1 Definitions. Where used in this Agreement, unless the
context otherwise requires or unless otherwise expressly
provided:
(a) "Account Party" shall mean an officer of the Corporation
designated to represent the Corporation for this purpose, the
Named Fiduciary and any Person to whom the Master Trustee
shall be instructed by the Named Fiduciary to deliver its
annual account under Section 12.2.
(b) "Accounting Period" shall mean the 12 consecutive month
period coincident with the fiscal year of the Plans or the
shorter period in any such fiscal year in which the Master
Trustee accepts appointment as Master Trustee hereunder or
ceases to act as Master Trustee for any reason.
(c) "Administrative Committee" or "Administrator" shall mean
the committee or committees, individually or collectively,
responsible for benefit administration under the Plans.
(d) "Agreement" shall mean all of the provisions of this
instrument and of all other instruments amendatory hereof.
(e) "Appendix" shall mean the Appendix attached hereto and
by this reference incorporated in this Agreement, which
contains provisions regarding the investment in Qualifying
Employer Securities.
(f) "Asset Manager" shall mean the Master Trustee, Named
Fiduciary or Investment Manager, individually or collectively
as the context shall require, with respect to those assets <PAGE>
held in an Investment Account over which it exercises, or to
the extent it is authorized to exercise, discretionary
investment authority or control.
(g) "Bank business day" shall mean a day on which the Master
Trustee is open for business.
(h) "Board of Directors" shall mean the Board of Directors
of the Corporation.
(i) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, and Regulations issued thereunder.
(j) "Directed Fund" shall mean any Investment Account, or
part thereof, subject to the discretionary management and
control of any Named Fiduciary appointed pursuant to Section
402(a)(1) of ERISA or any Investment Manager appointed
pursuant to Section 402(c)(3) of ERISA.
(k) "Discretionary Fund" shall mean any Investment Account,
or part thereof, subject to the discretionary management and
control of the Master Trustee.
(l) "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time, and
Regulations issued thereunder.
(m) "Fund" shall mean all cash and property contributed,
paid or delivered to the Master Trustee hereunder, all
investments made therewith and proceeds thereof and all
earnings and profits thereon, less payments, transfers or
other distributions which, at the time of reference, shall
have been made by the Master Trustee, as authorized herein.
The Fund shall include all evidences of ownership, interest or
participation in an Investment Vehicle, but shall not, solely
by reason of the Fund's investment therein, be deemed to
include any assets of such Investment Vehicle.
(n) "Insurance Contract" shall mean any contract or policy
of any kind issued by an insurance company, whether or not
providing for the allocation of amounts received by the
insurance company thereunder solely to the general account or
solely to one or more separate accounts (including separate
accounts maintained for the collective investment of qualified
retirement plans), or a combination thereof, and whether or
not any such allocation may be made in the discretion of the
insurance company or the Named Fiduciary.
(o) "Investment Account" shall mean each pool of assets in
the Master Trust in which one or more Plans has an interest
during an Accounting period.
<PAGE>
(p) "Investment Manager" shall mean a bank, insurance
company or investment adviser satisfying the requirements of
Section 3(38) of ERISA which has provided the Master Trustee
with written acknowledgment of compliance with ERISA.
(q) "Investment Vehicle" shall mean any common, collective
or commingled trust, investment company, corporation
functioning as an investment intermediary, insurance contract,
partnership, joint venture or other entity or arrangement to
which, or pursuant to which, assets of the Master Trust may be
transferred or in which the Master Trust has an interest,
beneficial or otherwise (whether or not the underlying assets
thereof are deemed to constitute "plan assets" for any purpose
under ERISA).
(r) "Master Trust" shall mean the trust created hereby.
(s) "Named Fiduciary" shall mean the fiduciary with respect
to the Plans within the meaning of Section 402(a)(2),
402(c)(3) or 403(a)(1) of ERISA who has the authority to
perform the separate functions allocated to the "Named
Fiduciary" under this Agreement. Unless a Named Fiduciary
right or duty is specifically assigned to either the
Corporation or the Administrative Committee in this Agreement,
the Corporation and the Administrative Committee shall have
congruent power to act as Named Fiduciary.
(t) "Plan" shall mean any employee benefit plan which meets
the requirements for eligibility specified in Section 1.3 and
as of the date of this Agreement includes those plans listed
on Exhibit B.
(u) "Person" shall mean a natural person, trust, estate,
corporation of any kind or purpose, mutual company,
joint-stock company, unincorporated organization, association,
partnership, joint venture, employee organization, committee,
board, participant, beneficiary, trustee, partner, or venturer
acting in an individual, fiduciary or representative capacity,
as the context may require.
(v) "Qualifying Employer Security" shall mean the employer
securities as defined in Section 407(d) of ERISA.
(w) "Valuation Date" shall mean the last day of the
Accounting Period, calendar quarter or any more frequent
reporting date determined by the Administrative Committee and
agreed to by the Master Trustee.
The plural of any term shall have a meaning corresponding to
the singular thereof as so defined and any neuter pronoun used
herein shall include the masculine or feminine, as the context
shall require.
<PAGE>
1.2 Compliance With Law. The Trust hereinafter established
is intended to comply with ERISA and to be tax exempt under
Section 501(a) of the Code.
1.3 Eligibility. Any employee benefit plan established by
the Corporation, or a subsidiary or an affiliate of the
Corporation, may be funded, in whole or in part, through the
Master Trust if (i) the plan is qualified under Section 401(a)
of the Code, (ii) the Master Trust is exempt from taxation
under Section 501(a) of the Code, (iii) the employee benefit
plan provides that it may be funded through a master trust,
and (iv) the Chief Financial Officer of the Corporation has
authorized funding of the employee benefit plan through this
Master Trust.
1.4 Master Trustee Relationship to Plan. Notwithstanding
anything else in this Agreement to the contrary: (1) the
Master Trustee is not a party to, and has no duties or
responsibilities under, the Plans; (2) the Administrator shall
be required to certify in writing to the Master Trustee the
identity of any fiduciary which is named in the Plans and
which has the power to manage and control Plan assets, and the
Master Trustee shall be entitled to rely upon such
certification until notified otherwise in writing by the
Administrator; (3) wherever in this Agreement the Master
Trustee is required to act in accordance with the provisions
of any Plan which are not set forth in this Agreement, the
Administrative Committee shall certify such Plan provisions to
the Master Trustee; and (4) absent written certification to
the Master Trustee pursuant to this paragraph, the Master
Trustee shall be chargeable with no knowledge of any Plan
terms and shall be deemed to be in compliance with the Plans
except as required by law. Notwithstanding the preceding
sentence, the Master Trustee reserves the right to seek a
judicial and/or administrative determination as to its proper
course of action under this Agreement.
SECTION 2
Establishment of Trust
2.1 Establishment of Trust. The Corporation hereby
establishes with the Master Trustee the Master Trust
consisting of such sums of money and such property acceptable
to the Master Trustee as shall from time to time be paid or
delivered to the Master Trustee.
2.2 Contributions to the Trust. The Master Trustee shall
have no duty to determine or collect contributions under any
Plan and shall be solely accountable for monies or properties <PAGE>
actually received by it. The Corporation shall have the sole
duty and responsibility for the determination of the accuracy
or sufficiency of the contributions to be made under any of
the Plans, the transmittal of the contributions to the Master
Trustee and compliance with any statute, regulation or rule
applicable to contributions.
2.3 Prior Administration. The Master Trustee shall not have
any duty to inquire into the administration of the Plans or
actions taken under any of the Plans by any prior trustee
other than Mellon Bank, N.A. or any of its affiliates.
2.4 Fund to be Held in Trust. The Fund shall be held by the
Master Trustee in trust and dealt with in accordance with the
provisions of this Agreement and the ERISA.
2.5 Fund to be Held for Benefit of Plan Participants.
Except as provided in any Plan for the purpose of returning
any of the Corporation's contributions or in case any Plan of
which this Trust forms a part provides for the return of the
Corporation's contributions in the event such Plan fails to
initially qualify under the applicable provisions of the Code,
at no time prior to the satisfaction of all liabilities for
benefits under any Plan shall any part of the Fund be used for
or diverted to purposes other than for the exclusive benefit
of participants, retired participants, or their beneficiaries
under the Plans and for the payment of the reasonable expenses
of the Plans.
2.6 Commingling. The Master Trustee shall commingle such
assets attributable to the Plans as the Administrative
Committee may direct. The Corporation shall be responsible
for causing sufficient records to be maintained to ensure that
benefits and liabilities payable with respect to each Plan
shall be paid from the assets allocable to such Plan. Should
separation be required of any Plan from the Fund, the Master
Trustee shall make such separation in accordance with
generally accepted accounting principles.
SECTION 3
Administration of the Plan
3.1 Administrator. The Plans shall be administered by the
Administrative Committee which shall have the sole fiduciary
duty as to plan administration and the Master Trustee shall
not be responsible in any respect for such administration.
3.2 Indemnity. The Corporation shall fully indemnify and
save harmless the Master Trustee from liability and expense
incident to any act or failure to act by reason of the Master <PAGE>
Trustee's reliance upon or compliance with instructions issued
by the Administrative Committee or the Corporation.
SECTION 4
Disbursement from the Fund
4.1 Disbursements by Master Trustee. The Master Trustee
shall make such payments out of the Fund as the Administrative
Committee may from time to time in writing direct. In the
discretion of the Administrative Committee, such payments may
be made directly to the person specified by the Administrative
Committee or deposited in a checking account maintained by the
Administrative Committee for the purpose of making payments to
the person or persons entitled to such payments under the
Plans, or to an account maintained by some other entity which
the Administrative Committee may designate to make payments.
4.2 Direction to the Master Trustee. Any direction given to
the Master Trustee in accordance with this Section need not
specify the specific application of the payment to be made,
but shall specify that the payment is for the purposes of the
Plans or the payment of Plans' expenses.
SECTION 5
Allocation of Investment Responsibilities
5.1 Asset Managers. (a) The Administrative Committee will
from time to time, in its sole discretion, appoint one or more
Asset Managers to manage specified portions of the Fund. Upon
the appointment of each Asset Manager, the Administrative
Committee shall so notify the Master Trustee and instruct the
Master Trustee in writing to separate into a separate Directed
Fund those assets as to which each Asset Manager has
discretion and control. The Asset Manager shall designate in
writing the person or persons who are to represent any such
Asset Manager in dealings with the Master Trustee. Upon the
separation of the assets in accordance with the instructions
of the Administrative Committee, the Master Trustee shall
thereupon be relieved and released of all investment duties,
responsibilities and liabilities normally and statutorily
incident to a trustee as to such Directed Funds, except as
required by law, and, as to such Directed Funds, the Master
Trustee shall act as custodian. Except as otherwise provided
by the Administrative Committee in writing from time to time,
the Master Trustee shall take no action with respect to the
duties or powers allocated to an Asset Manager in Section 6 or
Section 7 without receipt of written directions of the Asset
Manager. Unless specifically prohibited in writing, the <PAGE>
Master Trustee, as custodian, may hold the assets of such
Directed Funds in the name of a nominee or nominees. Nothing
in this Section shall reduce the Master Trustee's duty to
invest otherwise uninvested cash for the benefit of any
Directed Fund.
(b) Should an Asset Manager at any time elect to place
security transactions directly with a broker or dealer, the
Master Trustee shall not recognize such transaction unless and
until it has received instructions or confirmation of such
fact from the Asset Manager. Should the Asset Manager direct
the Master Trustee to utilize the services of any person with
regard to the assets under its management or control, such
instructions shall be in writing and shall specifically set
forth the actions to be taken by the Master Trustee as to such
services.
(c) In the event that an Asset Manager places security
transactions directly or directs the utilization of a service,
the Asset Manager shall be solely responsible for the acts of
such persons. The sole duty of the Master Trustee as to such
transactions shall be incident to its duties as custodian
except as required by law.
5.2 Transfer of Assets to Asset Managers. (a) Upon receipt
of written directions by the Administrative Committee, the
Master Trustee shall (i) transfer and deliver such part of the
assets of the Fund as may be specified in such writing to any
Asset Manager so appointed, and (ii) accept the transfer back
to it of any such assets at any time held by an Asset Manager,
provided that the Administrative Committee may only direct
such transfers as are in conformity with the provisions of the
Plans, this Agreement, and ERISA, and Sections 401(a) and
501(a) of the Code. Any such written direction shall
constitute a certification to the Master Trustee by the
Administrative Committee that the transfer so directed is one
which the Administrative Committee is authorized to direct and
is in conformity with the aforesaid provisions.
(b) If any assets are so transferred to the custody of an
Asset Manager, such Asset Manager shall undertake and be
responsible for all the custodial duties therefor, and such
assets shall remain for all purposes a part of the Fund and
the Trust, and as such, subject to all the terms and
provisions of this Agreement. Any Asset Manager receiving
such assets may invest any part or all of such assets in units
of any collective, common or pooled trust fund operated or
maintained by a bank or trust company, including the
Investment Manager or any affiliate of the Investment Manager,
exclusively for the commingling and collective investment of
monies or other assets held under or as part of a plan which
is established in conformity with and qualifies under Section <PAGE>
401(a) of the Code. Notwithstanding the provisions of this
Agreement which place restrictions upon the actions of the
Master Trustee, or the Asset Manager, to the extent monies or
other assets are utilized to acquire units of any collective
trust, the terms of the collective trust indenture shall
solely govern the investment duties, responsibilities and
powers of the trustee of such collective trust, and to the
extent required by law, such terms, responsibilities and
powers shall be incorporated herein by reference and shall be
part of this Agreement. For the purposes of valuation of any
interest under the Plans of which this Trust Agreement forms a
part, the value of the interest maintained by the Fund in such
collective trust shall be the fair market value of the
collective fund units held determined in accordance with
generally recognized valuation procedures.
(c) The Master Trustee shall have no duty or responsibility
as to the safekeeping of such assets or as to the investment
and reinvestment of the same, except that the Master Trustee
shall require such statements and reports from such Asset
Manager as may be necessary to enable the Master Trustee and
the Administrative Committees to carry out their recordkeeping
and reporting duties under this Agreement. The Master Trustee
shall enter into and execute such agreements, receipts and
releases as shall be required to carry out the directions of
the Administrative Committee with respect to the transfer of
any assets of the Fund to or from an Asset Manager in
accordance with this Section 5.2.
5.3 The Master Trustee. Subject to investment policies,
objectives and guidelines communicated to the Master Trustee
by the Administrative Committee as contemplated by this
Section 5, the Master Trustee shall from time to time invest
and reinvest the Discretionary Fund and keep it invested in
accordance with such policies, objectives and guidelines.
SECTION 6
Participant Accounts
6.1 Establishment of Investment Accounts. The
Administrative Committee shall direct the Master Trustee to
establish on its books and records accounts sufficient to
accommodate investment options, including investments in
Qualifying Employer Securities, available to the employees.
The Administrative Committee shall establish an investment
purpose for each Investment Account, either by separate
written designation or through an agreement between the
Administrative Committee and the Master Trustee that shall
incorporate therein the investment purposes and, if
applicable, the investment restrictions which the Plans <PAGE>
provide as to the respective Investment Accounts. The
Investment Accounts so established shall, until changed by the
Administrative Committee, operate in the manner and form
established.
6.2 Qualifying Employer Securities. All amounts received by
the Master Trustee which are directed by the Administrative
Committee to one or more Investment Accounts which have as
their investment purpose investment in Qualifying Employer
Securities and any amount received by the Master Trustee as a
result of holding such Qualifying Employer Securities shall be
invested and reinvested exclusively in Qualifying Employer
Securities, except as provided for in Section 7.4 and as
follows. Notwithstanding the foregoing, the Master Trustee
shall place amounts received by it for such Investment Funds
in temporary investments if in the opinion of the Master
Trustee market conditions are such that investment in
Qualifying Employer Securities would be disruptive or could
not be accomplished. The Master Trustee shall net all
purchases and sales of Qualifying Employer Securities within
any Investment Account. Except as otherwise directed by the
Administrative Committee, the Master Trustee shall acquire or
dispose of Qualifying Employer Securities in the open market
or by other methods of purchases and sales used by the Master
Trustee in the normal course of its securities transactions;
provided, however, that both sales and purchases will be at
market value and the books and records of the Master Trustee
shall clearly reflect such fact. Should the Master Trustee
for any reason be unable to acquire or dispose of any
Qualifying Employer Securities in the manner provided for by
this Section, it shall notify the Corporation of this fact and
shall make no purchases or sales of Qualifying Employer
Securities until the Master Trustee next becomes able to
acquire or dispose of the Qualifying Employer Securities or
until instructions are received from the Corporation,
whichever occurs first. Notwithstanding the foregoing, the
Corporation as Named Fiduciary may provide the Master Trustee
with guidelines for sale and/or purchase of Qualifying
Employer Securities under specified market conditions, and if
guidelines are provided and such specified market conditions
occur, the Master Trustee shall substitute such guidelines for
its own evaluation of market conditions hereinabove provided
for.
6.3 Allocation of Contributions. The Administrative
Committee shall, upon the making of any contribution to this
Trust by the Corporation, or, if applicable, a Participant, or
both, instruct the Master Trustee in writing of the manner
that such contribution is to be allocated among the Investment
Accounts.
<PAGE>
6.4 Responsibility of Master Trustee. The Master Trustee
shall not be responsible nor liable to establish or maintain a
record or account in the name of any individual Participant.
The Master Trustee shall not be required to establish the
value of any Participant's individual interest in the Fund or
any account established hereunder. Should the Master Trustee
and the Administrative Committee or the Corporation agree that
the Master Trustee shall maintain individual account records,
such agreement shall be separate and apart from the terms of
this Trust. Such an agreement shall not be construed as
implying any duty upon the Master Trustee hereunder even
though the Master Trustee, in its corporate capacity as record
keeper for the accounts of individual Participants, may have
the right, power or duty to issue instructions or directions
as to the disposition or distribution of any assets held
hereunder.
6.5 Investment Accounts as Separate Trusts. For the
purposes of application of this Agreement of Trust, each
Investment Account created hereunder shall be considered a
separate trust insofar as the application of powers granted
the Master Trustee. Notwithstanding the provisions of this
Agreement of Trust which establish powers and duties with
regard to the Trust as a whole, the Master Trustee shall
exercise only such of those powers as are consistent with the
investment purposes of the respective Investment Accounts.
Where applicable or required, the Master Trustee with the
Administrative Committee's consent may subdivide any
Investment Account as may be required to fulfill either its
duties hereunder or the instructions of the Administrative
Committee. Notwithstanding the foregoing or any other
provision of this Agreement of Trust, the assets held for the
benefit of Participants and Beneficiaries under each Plan
shall constitute a separate trust within the meaning of
Section 414(1) of the Code, such that only the assets of such
trust shall be available to fund the benefits of Participants
and Beneficiaries thereunder.
SECTION 7
Investment of the Fund
7.1 Standard of Care. The Master Trustee, each Asset
Manager and the Named Fiduciary shall discharge their
respective investment duties as provided under Sections 5 and
6 hereof with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent Person acting
in like capacity and familiar with such matters would use in
the conduct of an enterprise of a like character with like
aims and by diversifying the investments held hereunder
consistent with investment policies, objectives and guidelines <PAGE>
so as to minimize the risk of large losses, unless it would be
clearly not prudent to diversify or the lack of
diversification is due to acquisition or holding of Qualifying
Employer Securities.
7.2 Waiver of Investment Restrictions. Such investment and
reinvestment shall not be restricted to securities or property
of the character authorized for investments by trustees or
asset managers under any statute or other laws of any state,
district or territory.
7.3 Grant of Investment Powers. In addition to any power
granted to trustees or asset managers under any statute or
other laws, such laws and statutes if necessary being
incorporated herein by reference, the Master Trustee's, and
each Asset Manager's investment powers may, unless restricted
in writing by the Named Fiduciary, include, but shall not be
limited to, investment in the following without distinction
between principal and income:
(a) domestic or foreign common and preferred stocks and
options thereon, as well as warrants, rights and preferred
stocks convertible into common stock, regardless of where or
how traded;
(b) the purchase or sale, writing or issuing, of puts, calls
or other options, covered or uncovered, entering into
financial futures contracts, forward placement contracts and
standby contracts, and in connection therewith, depositing,
holding (or directing the Master Trustee, in its individual
capacity, to deposit or hold) or pledging assets of the Fund;
(c) corporate bonds and debentures and any such securities
which are convertible into common stock, domestic or foreign;
(d) bonds or other obligations of the United States of
America or any foreign nation, and any agencies thereof, or
any bonds or other obligations which are directly or
indirectly guaranteed by the United States or any foreign
nation, or any agency thereof;
(e) obligations of the states and of municipalities or of
any agencies thereof;
(f) notes of any nature, of foreign or domestic issuers;
(g) mortgages and real estate, wherever situate and whether
developed or undeveloped, including sales and leasebacks,
interests or participations in real estate investment trusts
or corporations organized under Section 501(c)(2) or
501(c)(25) of the Code and non-income producing properties.
Notwithstanding any other provision of this Agreement, <PAGE>
including, without limitation, any specific or general power
granted to the Master Trustee, the Master Trustee shall have
no responsibility or discretion with respect to the ownership,
management, administration, operation or control of any real
estate properties, mortgages, leases or other interests now or
hereafter held in the Fund, including without limitation
responsibility for or in connection with any of the following
conditions which now exist or may hereafter be found to exist
in, under, about or in connection with any real estate held in
the Fund or any interest in any trust, partnership or
corporation: (i) any violation of any applicable
environmental or health or safety law, ordinance, regulation
or ruling; or (ii) the presence, use, generation, storage,
release, threatened release, or containment, treatment or
disposal of any petroleum, including crude oil or any fraction
thereof, hazardous substances, pollutants or contaminants as
defined in the Comprehensive Environmental Response
Compensation and Liability Act, as amended (CERCLA) or
hazardous, toxic or dangerous substances or materials as any
of these terms may be defined under any federal or state law
in the broadest sense from time to time. Notwithstanding
anything to the contrary herein or elsewhere set forth, to the
extent permitted by law, the Master Trustee shall be
indemnified by the Corporation, to the extent not paid by the
Fund, from and against any and all claims, demands, suits,
liabilities, losses, damages, costs and expenses (including
reasonable attorneys' fees and expenses) arising from or in
connection with any matter relating to conditions in
subsections (i) or (ii). This paragraph shall survive the
sale or other disposition of any real estate investment of the
Fund and/or the merger or termination of this Master Trust or
appointment of a successor master trustee.
(h) savings accounts, certificates of deposit and other
types of time deposits, bearing a reasonable rate of interest
based upon the duration, amount, type and geographical area,
with any financial institution or quasi-financial institution
or any department of the same, either domestic or foreign,
under the supervision of the United States or any State,
including any such financial institution owned, operated or
maintained by the Master Trustee in its corporate or
Association capacity (including any department or division of
the same) or a corporation or association affiliated with the
same;
(i) leaseholds of any duration;
(j) mineral and other natural resources, including, but not
limited to, oil, gas, timber and coal, and any participation
therein in any form, including but not limited to, royalties,
ownership, drilling and exploration;
<PAGE>
(k) any collective or common trust fund or composite
security owned, operated and maintained by the Master Trustee,
including, but not limited to, demand notes, short-term notes
and cash equivalent funds;
(l) any collective, common or pooled trust fund operated or
maintained exclusively for the commingling and collective
investment of monies or other assets including any such fund
operated or maintained by the Master Trustee. Notwithstanding
the provisions of this Agreement which place restrictions upon
the actions of the Master Trustee or an Investment Manager, to
the extent monies or other assets are utilized to acquire
units of any collective trust, the terms of the collective
trust indenture shall solely govern the investment duties,
responsibilities and powers of the trustee of such collective
trust and, to the extent required by law, such terms,
responsibilities and powers shall be incorporated herein by
reference and shall be part of this Agreement. For purposes
of valuation, the value of the interest maintained by the Fund
in such collective trust shall be the fair market value of the
collective fund units held, determined in accordance with
generally recognized valuation procedures. The Corporation
expressly understands and agrees that any such collective fund
may provide for the lending of its securities by the
collective fund trustee and that such collective fund's
trustee will receive compensation for the lending of
securities that is separate from any compensation of the
Master Trustee hereunder, or any compensation of the
collective fund trustee for the management of such collective
fund;
(m) open-end and closed-end investment companies, regardless
of the purposes for which such fund or funds were created, and
any partnership, limited or unlimited, joint venture and other
forms of joint enterprise created for any lawful purpose;
(n) individual or group insurance policies and contracts
including, but not limited to, life insurance, annuity (fixed
or variable) and investment policies and contracts, but only
if directed by the Administrative Committee or the Named
Fiduciary, as appropriate, to purchase or retain such policies
and contracts.
7.4 Maintenance of Cash Balances. The Master Trustee shall
keep such portion of each Investment Account in cash or cash
balances as may be specified from time to time to meet
contemplated payments from the Fund. The Master Trustee shall
not be liable for interest on any reasonable cash balances so
maintained. The Master Trustee shall invest any other
portions of each Investment Fund which may be in cash or cash
balances in accordance with such investment policies,
objectives and guidelines as may be communicated to the Master <PAGE>
Trustee from time to time by the Administrative Committee or
Asset Manager pursuant to Section 5.
SECTION 8
Powers of the Master Trustee,
Asset Managers or the Named Fiduciary
8.1 Qualifying Employer Securities Accounts. The Plans
provide generally with respect to Investment Accounts invested
in Qualifying Employer Securities that the right to vote, the
right to tender in the event of a tender offer, or the
exercise of certain other rights concerning such Securities
are vested in the Participants. The Master Trustee shall act
only in accordance with the procedures set forth in the
Appendix by which the Participants exercise such rights.
Prior to the time any such action is to be taken, the
Administrative Committee shall confirm the procedures set
forth in the Appendix then in effect for this purpose.
8.2 ESOP Loans - The Master Trustee is empowered to borrow
funds to acquire shares of Qualifying Employer Securities only
in accordance with the terms set forth in Article II A of the
Appendix.
8.3 General Powers. As to all assets other than Qualifying
Employer Securities, the Master Trustee shall have and
exercise the following powers and authority in the
administration of the Fund only on the direction of an Asset
Manager or the Named Fiduciary where such powers and authority
relate to a Directed Fund and in its sole discretion where
such powers and authority relate to investments made by the
Master Trustee in accordance with Section 5.3:
(a) to purchase, receive or subscribe for any securities or
other property and to retain in trust such securities or other
property;
(b) to sell, exchange, convey, transfer, lend, or otherwise
dispose of any property held in the Fund and to make any sale
by private contract or public auction; and no person dealing
with the Master Trustee shall be bound to see to the
application of the purchase money or to inquire into the
validity, expediency or propriety of any such sale or other
disposition;
(c) to vote in person or by proxy any stocks, bonds or other
securities held in the Fund;
<PAGE>
(d) to exercise any rights appurtenant to any such stocks,
bonds or other securities for the conversion thereof into
other stocks, bonds or securities, or to exercise rights or
options to subscribe for or purchase additional stocks, bonds
or other securities, and to make any and all necessary
payments with respect to any such conversion or exercise, as
well as to write options with respect to such stocks and to
enter into any transactions in other forms of options with
respect to any options which the Fund has outstanding at any
time;
(e) to join in, dissent from or oppose the reorganization,
recapitalization, consolidation, sale or merger of
corporations or properties of which the Fund may hold stocks,
bonds or other securities or in which it may be interested,
upon such terms and conditions as deemed wise, to pay any
expenses, assessments or subscriptions in connection
therewith, and to accept any securities or property, whether
or not trustees would be authorized to invest in such
securities or property, which may be issued upon any such
reorganization, recapitalization, consolidation, sale or
merger and thereafter to hold the same, without any duty to
sell;
(f) to manage, administer, operate or lease for any number
of years, regardless of any restrictions on leases made by
fiduciaries, develop, improve, repair, alter, demolish,
mortgage, pledge, grant options with respect to, or otherwise
deal with any real property or interest therein at any time
held by it, all upon such terms and conditions as may be
deemed advisable, to renew or extend or participate in the
renewal or extension of any mortgage upon such terms as may be
deemed advisable, and to agree to a reduction in the rate of
interest on any mortgage or any other modification or change
in the terms of any mortgage or of any guarantee pertaining
thereto in any manner and to any extent that may be deemed
advisable for the protection of the Fund or the preservation
of the value of the investment; to waive any default, whether
in the performance of any guarantee, or to enforce any default
in such manner and to such extent as may be deemed advisable;
to exercise and enforce any and all rights of foreclosure, to
bid on the property in foreclosure, to take a deed in lieu of
foreclosure, with or without paying a consideration therefor,
and in connection therewith to release the obligation on the
bonds or notes secured by such mortgage and to exercise and
enforce in any action, suit or proceeding at law or in equity
any right or remedy in respect to any such mortgage or
guarantee;
(g) to explore for and to develop mineral interests and
other natural resources and to acquire land, either by lease
or purchase, for such purpose, and to enter into any type of <PAGE>
contract or agreement incident thereto, and to sell any
product produced by reason of or resulting from such
development or exploration to any person or persons on such
terms and conditions as the Master Trustee or Asset Manager
deems advisable, and to enter into agreements and contracts
for transportation of the same;
(h) to insure, according to customary standards, any property
held in the Fund for any amount and to pay any premiums
required for such coverage;
(i) to purchase or otherwise acquire and make payment
therefor from the Fund any bond or other form of guarantee or
surety required by any authority having jurisdiction over this
Trust and its operation, or believed by the Master Trustee or
Asset Manager to be in the best interests of the Fund, except
the Master Trustee or Asset Manager may not obtain any
insurance whose premium obligation extends to the Fund which
would protect the Master Trustee or Asset Manager against its
liability for breach of fiduciary duty;
(j) to enter into any type of contract with any insurance
company or companies, either for the purposes of investment or
otherwise; provided that no insurance company dealing with the
Master Trustee shall be considered to be a party to this
Agreement and shall only be bound by and held accountable to
the extent of its contract with the Master Trustee. Except as
otherwise provided by any contract, the insurance company need
only look to the Master Trustee with regard to any
instructions issued and shall make disbursements or payments
to any person, including the Master Trustee, as shall be
directed by the Master Trustee. Where applicable, the Master
Trustee shall be the sole owner of any and all insurance
policies or contracts issued. Such contracts or policies,
unless otherwise determined, shall be held as an asset of the
Fund for safekeeping or custodian purposes only;
(k) to lend the assets of the Fund upon such terms and
conditions as are deemed appropriate in the sole discretion of
the Master Trustee and, specifically, to loan any securities
to brokers, dealers or banks upon such terms, and secured in
such manner, as may be determined by the Master Trustee, to
permit the loaned securities to be transferred into the name
of the borrower or others and to permit the borrower to
exercise such rights of ownership over the loaned securities
as may be required under the terms of any such loan; provided,
that, with respect to the lending of securities pursuant to
this paragraph, the Master Trustee's powers shall subsume the
role of custodian (the expressed intent hereunder being that
the Master Trust, in such case, be deemed a financial
institution, within the meaning of section 101(22) of the
Bankruptcy Code); and provided, further, that any loans made <PAGE>
from the Fund shall be made in conformity with such laws or
regulations governing such lending activities which may have
been promulgated by any appropriate regulatory body at the
time of such loan and provided further, notwithstanding the
first sentence of this Section 8.2 or any other provision of
this Agreement, that the exercise of this power shall occur
solely if and on terms authorized by the Administrative
Committee;
(l) to purchase, enter, sell, hold, and generally deal in
any manner in and with contracts for the immediate or future
delivery of financial instruments of any issuer or of any
other property; to grant, purchase, sell, exercise, permit to
expire, permit to be held in escrow, and otherwise to acquire,
dispose of, hold and generally deal in any manner with and in
all forms of options in any combination;
(m) to lend the assets of the Fund to participants of the
Plan. The Corporation shall have full and exclusive
responsibility for loans made to participants, including,
without limitation, full and exclusive responsibility for the
following: development of procedures and documentation for
such loans; acceptance of loan applications; approval of loan
applications; disclosure of interest rate information required
by Regulation Z of the Federal Reserve Board promulgated
pursuant to the Truth in Lending Act, 15 U.S.C. Section 1601 et seq.;
acting as agent for the physical custody and safekeeping of
the promissory notes and other loan documents; performing
necessary and appropriate recordkeeping and accounting
functions with respect to loan transactions; enforcement of
promissory note terms, including, but not limited to,
directing the Master Trustee to take specified actions; and
maintenance of accounts and records regarding interest and
principal payments on notes. The Master Trustee shall not in
any way be responsible for holding or reviewing such
documents, records and procedures and shall be entitled to
rely upon such information as is provided by the Corporation
or its own sub-agent or recordkeeper without any requirement
or responsibility to inquire as to the completeness or
accuracy thereof, but may from time to time examine such
documents, records and procedures, as it deems appropriate.
The Corporation shall indemnify and hold the Master Trustee
harmless from all damages, costs or expenses, including
reasonable attorneys fees, arising out of any action or
inaction of the Corporation with respect to its agency
responsibilities described herein with respect to participant
loans.
8.4 Specific Powers of the Master Trustee. The Master
Trustee shall have the following powers and authority, to be
exercised in its reasonable discretion with respect to the
Fund:
<PAGE>
(a) to appoint agents, custodians, depositories or counsel
(who may be counsel to any Participating Employer under any
Plan), domestic or foreign, as to part or all of the Fund and
functions incident thereto where such delegation is necessary
in order to facilitate the operations of the Fund and such
delegation is not inconsistent with the purposes of the Fund
or in contravention of any applicable law. To the extent that
the appointment of any such person or entity may be deemed to
be the appointment of a fiduciary, the Master Trustee may
exercise the powers granted hereby to appoint as such a
fiduciary any person or entity, including, but not limited to,
the Named Fiduciary or the Corporation, notwithstanding the
fact that such person or entity is then considered a
fiduciary, a party in interest or a disqualified person. Upon
such delegation, the Master Trustee may require such reports,
bonds or written agreements as it deems necessary to properly
monitor the actions of its delegate;
(b) to cause any investment, either in whole or in part, in
the Fund to be registered in, or transferred into, the Master
Trustee's name or the names of a nominee or nominees,
including but not limited to that of the Master Trustee, a
clearing corporation, or a depository, or in book entry form,
or to retain any such investment unregistered or in a form
permitting transfer by delivery, provided that the books and
records of the Master Trustee shall at all times show that
such investments are a part of the Fund; and to cause any such
investment, or the evidence thereof, to be held by the Master
Trustee, in a depository, in a clearing corporation, in book
entry form, or by any other entity or in any other manner
permitted by law;
(c) to make, execute and deliver, as trustee, any and all
deeds, leases, mortgages, conveyances, waivers, releases or
other instruments in writing necessary or desirable for the
accomplishment of any of the foregoing powers;
(d) to defend against or participate in any legal actions
involving the Fund or the Master Trustee in its capacity
stated herein, in the manner and to the extent it deems
advisable, the costs of any such defense or participation to
be borne by the Fund, unless paid by the Corporation in
accordance with Section 11; provided however, the Master
Trustee shall notify the Named Fiduciary and the Corporation
of all such actions and the Corporation may, in its sole
discretion, determine against the incurrence of any such legal
fees and expenses which may be incurred beyond those necessary
to protect the Fund against default or immediate loss and may
participate in the selection of and instructions to legal
counsel;
<PAGE>
(e) to form corporations and to create trusts, to hold title
to any security or other property, to enter into agreements
creating partnerships or joint ventures for any purpose or
purposes determined by the Master Trustee to be in the best
interests of the Fund;
(f) to establish and maintain such separate accounts in
accordance with the instructions of the Administrative
Committee for the proper administration of the Plans, or as
determined to be necessary by the Master Trustee. Such
accounts shall be subject to the general terms of this
Agreement, unless the Master Trustee is notified of a contrary
intent by the Administrative Committee or the Named Fiduciary
in writing; and
(g) to generally take all action, whether or not expressly
authorized, which the Master Trustee may deem necessary or
desirable for the protection of the Fund.
8.5 Maintenance of Indicia of Ownership. The Master Trustee
shall not maintain indicia of ownership of any asset of the
Fund held by it outside the jurisdiction of the District
Courts of the United States unless such holding is approved
through ruling or regulations promulgated under ERISA by the
Secretary of Labor.
8.6 Third Party Transactions. In addition, and not by way
of limitation, the Master Trustee shall have any and all
powers and duties concerning the investment, retention or sale
of property held in trust as if it were absolute owner of the
property, and no restrictions with regard to the property so
held shall be implied, warranted or sustained by reason of
this Agreement; provided, however, at no time shall the
exercise of such powers and duties establish any evidence
which would permit a third party to assert a right, title or
interest superior to that of the Plans in the property held in
the Fund.
SECTION 9
Discretionary Powers
9.1 Master Trustee Granted Discretion. The Master Trustee
is hereby granted any and all discretionary powers not
explicitly or implicitly conferred or limited by this
Agreement which it may deem necessary or proper for the
protection of the property held hereunder.
SECTION 10
<PAGE>
Prohibited Transactions
10.1 Transactions which are Prohibited. Notwithstanding any
provision of this Agreement, either appearing before or after
this Section, the Master Trustee shall not engage in or cause
the Trust to engage in any transaction if it knows or should
know, that such transaction constitutes a direct or indirect
prohibited transaction, as defined in Section 406 of ERISA or
Section 4975 of the Code.
10.2 Provision of Ancillary Services by Master Trustee.
Notwithstanding the foregoing, the Master Trustee may, in
addition to the services rendered in conjunction with its
duties and responsibilities as Master Trustee under the terms
of this Agreement, provide such ancillary services as meet the
following standards:
(a) there have been adopted by the Master Trustee internal
safeguards which assure that such ancillary services are
consistent with sound banking and financial practices as
determined by the appropriate banking authority;
(b) the ancillary services are provided in accordance with
guidelines which are intended to meet the standards
established by the appropriate banking authority; and
(c) the compensation received by the Master Trustee for such
services is reasonable and established in an arm's-length
manner and otherwise satisfies the requirements of Section
408(b)(6) of ERISA.
SECTION 11
Expenses, Compensation and Taxes
11.1 Compensation and Expenses of the Master Trustee. The
Master Trustee shall be entitled to such reasonable
compensation for services rendered by it in accordance with
the schedule of compensation as agreed upon by the Corporation
and the Master Trustee from time to time together with all
reasonable expenses incurred by the Master Trustee as a result
of the execution of its duties hereunder, including, but not
limited to, legal and accounting expenses, expenses incurred
as a result of disbursements and payments made by the Master
Trustee, and reasonable compensation for agents, counsel or
other services rendered to the Master Trustee by third parties
and expenses incident thereto.
11.2 Payment from the Fund. The Corporation and the other
Participating Employers under the Plans shall pay such portion
of the expenses of each Fund as the Corporation shall <PAGE>
determine from time to time. All compensation, expenses,
taxes and assessments in respect of the Fund, to the extent
that they are not paid by the Corporation or the other
Participating Employers, shall constitute a charge upon the
Fund and be paid by the Master Trustee from the Fund upon at
least ten (10) days advance written notice to the Corporation.
11.3 Payment of Taxes. The Master Trustee shall notify the
Corporation in writing upon receipt of notice with regard to
any proposed tax deficiencies or any tax assessments which it
receives on any income or property in the Fund and, unless
notified to the contrary by the Corporation within thirty (30)
days after delivery of such notice to the Corporation, shall
pay any such assessments. If the Corporation notifies the
Master Trustee within said period that, in its opinion or the
opinion of counsel, such assessments are invalid or that they
should be contested, then the Master Trustee shall take
whatever action is indicated in the notice received from the
Corporation or counsel, including contesting the assessment or
litigating any claims.
SECTION 12
Accounts, Books and Records of the Fund
12.1 Recordkeeping Duty of Master Trustee. The Master
Trustee shall keep accurate and detailed accounts of all
investments, receipts and disbursements and other transactions
hereunder, and all accounts, books and records relating
thereto shall be open at all reasonable times to inspection
and audit by any person designated by the Corporation.
12.2 Periodic Reports. In addition, within sixty (60) days
following the close of each fiscal year of the Fund, or
following the close of such other period as may be agreed upon
between the Master Trustee and the Corporation, and within one
hundred twenty (120) days, or such other agreed upon period,
unless such period be waived, after the removal or resignation
of the Master Trustee as provided for in this Agreement, the
Master Trustee shall file with the Administrative Committee,
Named Fiduciary and/or the Corporation a certified written
report setting forth all investments, receipts and
disbursements, and other transactions effected during the
fiscal year or other annual period or during the period from
the close of the preceding fiscal year or other preceding
period to the date of such removal or resignation, including a
description of all securities and investment purchases and
sales with the cost or net proceeds of such purchases or sales
and showing all cash, securities and other property held at
the close of such fiscal year or other period, valued <PAGE>
currently, and such other information as may be required of
the Master Trustee under any applicable law.
12.3 Additional Accounting. Except as provided below,
neither the Administrative Committee, Named Fiduciary nor the
Corporation shall have the right to demand or be entitled to
any further accounting different from the normal accounting
rendered by the Master Trustee. Further, no participant,
beneficiary or any other person shall have the right to demand
or be entitled to any accounting by the Master Trustee, other
than those to which they may be entitled under the law. The
Administrative Committee, Named Fiduciary or the Corporation
shall have the right to inspect the Master Trustee's books and
records relating to the Fund during normal business hours or
to designate an accountant to make such inspection, study,
and/or audit with all expenses related thereto to be paid by
the Corporation.
12.4 Judicial Determination of Accounts. Nothing contained
herein will be construed or interpreted to deny the Master
Trustee or the Corporation the right to have the Master
Trustee's account judicially determined.
12.5 Limitation of Actions. Notwithstanding any other
provision of the Plans or this Agreement, the Master Trustee
shall not be subject to any liability for any breach of
fiduciary duty or violation of Part 1 of ERISA, regardless of
its nature, after the expiration of six years after the date
of the last act which constituted a part of the breach or
violation or in the case of an omission, the latest date on
which the Master Trustee could have cured the breach or
violation, or if earlier, three years after the earliest date
on which a plaintiff had actual knowledge of such act or
omission except in the case of fraud or concealment, in which
case an action may be brought against the Master Trustee up to
six years after the date of discovery of a breach or violation
by the Master Trustee.
12.6 Filings by the Administrative Committee. For the
purposes of this Section, the Master Trustee shall
conclusively presume that the Administrative Committee has
made or caused to be made, or will make or cause to be made,
all Federal filings as of the date required. Should the
Master Trustee incur any liability by reason of failure of the
Administrative Committee to timely file, the Corporation shall
fully reimburse the Master Trustee for any and all
obligations, including penalties, interest or expenses, so
incurred by the Master Trustee.
12.7 Determination of Fair Market Value. The Master Trustee
shall determine the fair market value of the Fund monthly and <PAGE>
annually or more frequently as may be directed by the
Administrative Committee and agreed to by the Master Trustee
based upon generally accepted accounting principles applicable
to Investment Funds that are similar nature to the ones
created hereunder.
12.8 Retention of Records. All records and accounts
maintained by the Master Trustee with respect to the Fund
shall be preserved for such period as may be required under
any applicable law. Upon the expiration of any such required
retention period, the Master Trustee shall have the right to
destroy such records and accounts after first notifying the
Corporation in writing of its intention and transferring to
the Corporation any records and accounts requested. The
Master Trustee shall have the right to preserve all records
and accounts in original form, or on microfilm, magnetic tape,
or any other similar process.
SECTION 13
Fiduciary Duties of Master Trustee
13.1 Acknowledgment of Fiduciary Duty. The Master Trustee
acknowledges that it assumes the fiduciary duties established
by this Agreement.
13.2 Judicial Determination. The Master Trustee shall not,
however, be liable for any loss to or diminution of the Fund
except to the extent that any such loss or diminution results
from act or inaction on the part of the Master Trustee which
is judicially determined to be a breach of its fiduciary
duties.
SECTION 14
Resignation and Removal
14.1 Power to Resign or Remove. The Master Trustee may be
removed with respect to all, or a part of, the Fund by the
Corporation, upon written notice to the Master Trustee to that
effect. The Master Trustee may resign as Master Trustee
hereunder, upon written notice to that effect delivered to the
Corporation.
14.2 Notice. Such removal or resignation shall become
effective as of the last day of the month which coincides with
or next follows the expiration of sixty (60) days from the
date of the delivery of such written notice, unless an earlier
or later date is agreed upon in writing by the Corporation and
the Master Trustee.
<PAGE>
14.3 Successor Appointment. In the event of such removal or
resignation, a successor Master Trustee, or a separate trustee
or trustees, shall be appointed by the Corporation to become
Master Trustee, or a separate trustee or trustees, as of the
time such removal or resignation becomes effective. Such
successor Master Trustee, or separate trustee or trustees,
shall accept such appointment by an instrument in writing
delivered to the Corporation and the Master Trustee and upon
becoming successor Master Trustee, or separate trustee or
trustees, shall be vested with all the rights, powers, duties,
privileges and immunities as successor Master Trustee, or
separate trustee or trustees, hereunder as if originally
designated as Master Trustee, or separate trustee or trustees,
in this Agreement.
14.4 Transfer of Fund to Successor. Upon such appointment
and acceptance, the retiring Master Trustee shall endorse,
transfer, assign, convey and deliver to the successor Master
Trustee, or separate trustee or trustees, all of the funds,
securities and other property then held by it in the Fund,
except such amount as may be reasonable and necessary to cover
its compensation and expenses as may be agreed to by the
Corporation in connection with the settlement of its accounts
and the delivery of the Fund to the successor Master Trustee,
or separate trustee or trustees, and the balance remaining of
any amount so reserved shall be transferred and paid over to
the successor Master Trustee, or separate trustee or trustees,
promptly upon settlement of its accounts.
14.5 Retention of Nontransferable Assets. If the retiring
Master Trustee holds any property unsuitable for transfer, as
determined by the Administrative Committee, it shall retain
such property, and as to such property alone it shall be a
co-trustee with the successor Master Trustee, or separate
trustee or trustees, its duties and obligations being solely
limited to any such property, and it shall not have fiduciary
duties of any nature as to assets transferred. Should the
successor Master Trustee, or separate trustee or trustees,
accept fiduciary responsibility as to such property, the
Master Trustee shall retain only custodian duties as to such
property.
14.6 Accounting. In the event of the removal or resignation
of the Master Trustee hereunder, the Master Trustee shall file
with the Corporation a statement and report of its accounts
and proceedings covering the period from its last annual
statement and report, and its liability and accountability to
anyone with respect to the propriety of its acts and
transactions shown in such written statement and report shall
be governed by the terms of this Agreement.
<PAGE>
SECTION 15
Actions by the Corporation,
the Administrative Committee or Named Fiduciary
15.1 Action by Corporation. Any action by the Corporation
pursuant to this Agreement shall be evidenced or empowered in
writing to the Master Trustee, and the Master Trustee shall be
entitled to rely on such writing.
15.2 Action by the Administrative Committee or Named
Fiduciary. Any action by any person or entity duly empowered
to act on behalf of the Administrative Committee or the Named
Fiduciary with respect to any rights, powers or duties
specified in this Agreement shall be in writing, signed by
such person or by the person designated by the Administrative
Committee or the Named Fiduciary and the Master Trustee shall
act and shall be fully protected in acting in accordance with
such writing.
SECTION 16
Amendment or Termination
16.1 Amendment or Termination. The Corporation shall have
the right at any time and from time to time by appropriate
action:
(a) to modify or amend in whole or in part any or all of the
provisions of this Agreement upon sixty (60) days' prior
notice in writing to the Master Trustee, unless the Master
Trustee agrees to waive such notice; provided, however, that
no modification or amendment which affects the rights, duties
or responsibilities of the Master Trustee may be made without
the Master Trustee's consent, or
(b) to terminate this Agreement upon sixty (60) days' prior
notice in writing delivered to the Master Trustee; provided,
further, that no termination, modification or amendment shall
permit any part of the corpus or income of the Fund to be used
for or diverted to purposes other than for the exclusive
benefit of such participants, retired participants and their
beneficiaries, the payment of any ESOP Loans as provided for
in the Appendix and payment of the Plans' expenses, except for
the return of Corporation contributions which are allowed by
law and permitted under a Plan.
16.2 Distribution Upon Termination. Should the Corporation
notify the Master Trustee of the termination of a Plan, the
Master Trustee shall distribute all cash, securities and other <PAGE>
property then constituting the assets of that Plan, less any
amounts constituting charges and expenses payable from the
Fund, on the date or dates specified by the Administrative
Committee to such Persons and in such manner as the
Administrative Committee shall direct. In making such
distributions, the Master Trustee shall be entitled to assume
that such distributions are in full compliance with and are
not in violation of any applicable law regulating the
termination arising from any distribution made by the Master
Trustee at the direction of the Administrative Committee as a
result of the termination of the Plan and shall indemnify and
save the Master Trustee harmless from any attempt to impose
any liability on the Master Trustee with respect to any such
distribution.
16.3 Retention of Nontransferable Property. The Master
Trustee reserves the right to retain such property as is not,
in the sole discretion of the Corporation, suitable for
distribution at the time of termination of this Agreement and
shall hold such property as custodian for those persons or
other entities entitled to such property until such time as
the Master Trustee is able to make distribution. The Master
Trustee's duties and obligations with respect to any property
held in accordance with the above shall be purely custodial in
nature and the Master Trustee shall only be obligated to see
to the safekeeping of such property and make a reasonable
effort to prevent deterioration or waste of such property
prior to its distribution. Upon complete distribution of all
property constituting the Fund, this Agreement shall be deemed
terminated.
16.4 Termination in the Absence of Directions from the
Administrative Committee. In the event no direction is
provided by the Administrative Committee with respect to the
distribution of a Plan's portion of the Fund upon termination
of this Agreement, the Master Trustee shall make such
distributions as are specified by the Plan after notice to the
Corporation. In the event the Plan is silent as to the
distributions to be made upon termination of the Plan or the
terms of the Plan are inconsistent with the then applicable
law or the Master Trustee is unable by reasonable efforts to
obtain a copy of the most recent Plan, the Master Trustee
shall distribute the Fund to participants and their
beneficiaries under the Plan in an equitable manner that will
not adversely affect the qualified status of the Plan under
Section 401(a) of the Code or any other statute of similar
import and that will comply with any applicable provisions of
ERISA regulating the allocation of assets upon termination of
plans such as the Plan. The Master Trustee, in such cases,
reserves the right to seek a judicial and administrative
determination as to the <PAGE>
proper method of distribution of the
Fund upon termination of this Agreement.
16.5 Termination on Corporate Dissolution. If the
Corporation ceases to exist as a result of liquidation,
dissolution or acquisition in some manner, the Fund shall be
distributed as provided above upon termination of a Plan
unless a successor company elects to continue the Plan and
this Agreement as provided in this Agreement.
16.6 Termination of Contributions. The discontinuance of
contributions by the Corporation or any Participating Employer
shall not of itself constitute the termination of a Plan. In
the event of a discontinuance which is not a termination of a
Plan, the Trustee shall continue to administer the assets then
constituting the Fund.
SECTION 17
Merger or Consolidation
17.1 Merger or Consolidation of Master Trustee. Any
corporation, or national association, into which the Master
Trustee may be merged or with which it may be consolidated, or
any corporation, or national association, resulting from any
merger or consolidation to which the Master Trustee is a
party, or any corporation, or national association, succeeding
to the trust business of the Master Trustee, shall become the
successor of the Master Trustee hereunder, without the
execution or filing of any instrument or the performance of
any further act on the part of the parties hereto.
17.2 Merger or Consolidation of Corporation. Any corporation
into which the Corporation may be merged or with which it may
be consolidated, or any corporation succeeding to all or a
substantial part of the business interests of the Corporation
may become the Corporation hereunder by expressly adopting and
agreeing to be bound by the terms and conditions of the Plan
and this Agreement and so notifying the Master Trustee to such
effect by submission to the Master Trustee of an appropriate
written document.
17.3 Merger or Consolidation of Plan. In the event that the
Named Fiduciary or the Corporation authorizes and directs that
the assets of another plan be merged or consolidated with or
transferred to a Plan participating in this Trust, the Master
Trustee shall take no action with regard to such merger,
consolidation or transfer until it has been notified in
writing that each participant covered under the plan the
assets of which are to be merged, consolidated or transferred
will immediately after such merger, consolidation or transfer <PAGE>
be entitled to a benefit either equal to or greater than the
benefit he or she would have been entitled to had the Plan
been terminated.
SECTION 18
Acceptance of Trust
18.1 Acceptance by Master Trustee. The Master Trustee
accepts the Trust created hereunder and agrees to be bound by
all the terms of this Agreement.
SECTION 19
Nonalienation of Trust
19.1 Trust not Subject to Assignment or Alienation. Except
as permitted by law, no company, participant or beneficiary of
the Plans to which the Trust applies shall have any interest
in or right to the assets of this Trust, and to the full
extent of all applicable laws, the assets of this Trust shall
not be subject to any form of attachment, garnishment,
sequestration or other actions of collection afforded
creditors of the Corporation, participants or beneficiaries.
The Master Trustee shall not recognize any assignment or
alienation of benefits unless, and then only to the extent,
written notices are received from the Administrative Committee.
19.2 Plans' Interest in Trust not Assignable. The equity or
interest of any participating Plan in the Fund shall not be
assignable.
SECTION 20
Governing Law
20.1 Governing Law. This Agreement shall be construed and
enforced, to the extent possible, according to the laws of the
Commonwealth of Pennsylvania, and all provisions hereof shall
be administered according to the laws of said Commonwealth and
any federal laws, regulations or rules which may from time to
time be applicable. In case of any conflict between the
provisions of the Plans and this Agreement, the provisions of
this Agreement shall govern.
SECTION 21
Parties to Court Proceedings
<PAGE>
21.1 Only Corporation and Master Trustee Necessary. To the
extent permitted by law, only the Master Trustee and the
Corporation shall be necessary parties in any application to
the courts for an interpretation of this Agreement or for an
accounting by the Master Trustee, and no participant under any
Plan or other person having an interest in the Fund shall be
entitled to any notice or service of process. Any final
judgment entered in such an action or proceeding shall, to the
extent permitted by law, be conclusive upon all persons
claiming under this Agreement or any Plan.
SECTION 22
Subsidiaries and Affiliates
22.1 Adoption of Master Trust by Subsidiaries and
Affiliates. Any Company which is a subsidiary of the
Corporation or which may be affiliated with the Corporation in
any way and which is now or may hereafter be organized under
the laws of the United States of America, or of any State or
Territory thereof, with the approval of the Corporation, by
resolution of its own Board of Directors, may adopt this
Agreement, if such subsidiary or affiliate shall have adopted
one or more Plans qualified under Section 401(a) of the Code.
If any such subsidiary or affiliate so adopts this Agreement,
this Agreement shall establish the trust for such Plans as are
specified by such subsidiary or affiliate and shall constitute
a continuation, amendment and restatement of any prior trust
for any such Plans. Furthermore, the assets of any such Plans
may be commingled with the assets of other Plans held in the
Fund pursuant to Section 2.6 hereof. However, the assets of
any Plan so held in the Fund shall not be subject to any claim
arising under any other Plan, the assets of which are
commingled therewith by the Master Trustee for investment
purposes, and under no circumstances shall any of the assets
of one Plan be available to provide the benefits under another
Plan. A separate trust shall be deemed to have been created
with respect to each Plan funded under the Agreement.
22.2 Segregation from Further Participation. Any subsidiary
or affiliate of the Corporation may, at any time, with the
consent of the Corporation, segregate its Plan's trust from
further participation in this Agreement. In such event, such
subsidiary or affiliate shall file with the Master Trustee a
document evidencing the segregation of the Plan from the Fund
and its continuance of a separate trust in accordance with the
provisions of this Agreement as though such subsidiary or
affiliate were the corporation thereunder. In such event, the
Master Trustee shall deliver to itself as Master Trustee of
such separate trust such share <PAGE>
of each Investment Fund as may
be determined by the Master Trustee to constitute the appropriate
share of the Fund, as confirmed by the Corporation, then held in
respect of the participating employees in such Plan. Such subsidiary
or affiliate may thereafter exercise, in respect of such separate
trust, all of the rights and powers reserved to the
Corporation under the provisions of this Agreement. The
equitable share of any Plan participating in each Investment
Fund shall be immediately segregated and withdrawn from the
Fund if the Plan ceases to be qualified under Section 401(a)
of the Code and the Corporation shall promptly notify the
Master Trustee of any determination by the Internal Revenue
Service that any such Plan has ceased to be so qualified.
22.3 Segregation of Assets Allocable to Specific Employees.
The Administrative Committee may at any time direct the Master
Trustee to segregate and withdraw the equitable share of any
such Plan, or that portion of such equitable share as may be
certified to the Master Trustee by the Administrative
Committee as allocable to any specified group or groups of
employees or beneficiaries. Whenever segregation is required,
the Master Trustee shall withdraw from each Investment Fund
such assets as it shall deem to be equal in value to the
equitable share to be segregated. Such withdrawal from each
Investment Fund shall be in cash or in any property held in
such Investment Fund, or in a combination of both. The Master
Trustee shall thereafter hold the assets so withdrawn as a
separate Fund in accordance with the provisions of this
Agreement, which shall be construed in respect of such assets
as if the employer maintaining such Plan (determined without
regard to whether any subsidiaries or affiliates of such
employer have joined in such Plan) has been named as the
Corporation hereunder. Such segregation shall not preclude
later readmission to the Fund.
SECTION 23
Authorities
23.1 Corporation. Whenever the provisions of this Agreement
specifically require or permit any action to be taken by "the
Corporation" or a subsidiary or affiliate of the Corporation,
such action must be taken by the Person authorized to act on
behalf of the Corporation or such subsidiary or affiliate.
Any resolution adopted by the Board of Directors or other
evidence of such authorization shall be certified to the
Master Trustee by the Secretary or an Assistant Secretary of
the Corporation or such subsidiary or affiliate under its
corporate seal, and the Master Trustee may rely upon any <PAGE>
authorization so certified until revoked or modified by a
further action of the Board of Directors similarly certified
to the Master Trustee.
23.2 Named Fiduciary and Administrative Committee. The
Corporation shall furnish the Master Trustee from time to time
with a list of the names and signatures of all Persons
authorized to act as the Corporation's designee under Section
1.1, as a Named Fiduciary, as members of the Administrative
Committee, or in any other manner authorized to issue orders,
notices, requests, instructions and objections to the Master
Trustee pursuant to the provisions of this Agreement. Any
such list shall be certified by the Secretary or an Assistant
Secretary of the Corporation (or by the Secretary or an
Assistant Secretary of any subsidiary or affiliate of the
Corporation which is authorized to appoint members of the
Administrative Committee for a Plan), and may be relied upon
for accuracy and completeness by the Master Trustee. Each
such Person shall thereupon furnish the Master Trustee with a
list of the names and signatures of those individuals who are
authorized, jointly or severally, to act for such Person
hereunder, and the Master Trustee shall be fully protected in
acting upon any notices or directions received from any of
them.
23.3 Investment Manager. The Named Fiduciary shall cause
each Investment Manager to furnish the Master Trustee from
time to time with the names and signatures of those persons
authorized to direct the Master Trustee on its behalf
hereunder.
23.4 Form of Communications. Any agreement between the
Corporation and any Person (including an Investment Manager)
or any other provision of this Agreement to the contrary
notwithstanding, all notices, directions and other
communications to the Master Trustee shall be in writing or in
such other form, including transmission by electronic means
through the facilities of third parties or otherwise,
specifically agreed to in writing by the Master Trustee, and
the Master Trustee shall be fully protected in acting in
accordance therewith.
23.5 Continuation of Authority. The Master Trustee shall
have the right to assume, in the absence of written notice to
the contrary, that no event constituting a change in the Named
Fiduciary or membership of the Administrative Committee or
terminating the authority of any Person, including any
Investment Manager, has occurred.
23.6 No Obligation to Act on Unsatisfactory Notice. The
Master Trustee shall incur no liability under this Agreement
for any failure to act pursuant to any notice, direction or <PAGE>
any other communication from any Asset Manager, the
Corporation, the Administrative Committee, or any other Person
or the designee of any of them unless and until it shall have
received instructions in form satisfactory to it.
SECTION 24
Counterparts
24.1 Execution in Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be
deemed an original, and said counterparts shall constitute but
one and the same instrument and may be sufficiently evidenced
by any one counterpart.
IN WITNESS WHEREOF, the parties hereto, each intending
to be legally bound hereby, have hereunto set their hands and
seals as of the day and year first above written.
ANHEUSER-BUSCH COMPANIES, INC.
By
Name:
Title:
MELLON BANK, N.A.
By
Name:
Title:
12843
<PAGE>
EXHIBIT "A"
Effective November 1, 1993
1. Trust Agreement for Anheuser-Busch Deferred Income Stock
Purchase and Savings Plan (As Amended and Restated Effective
June 1, 1989)
2. Trust Agreement for Anheuser-Busch Deferred Income Stock
Purchase and Savings Plan (For Employees Covered by a
Collective Bargaining Agreement) (As Amended and Restated
Effective June 1, 1989)
3. Trust Agreement for Anheuser-Busch Deferred Income Stock
Purchase and Savings Plan (For Hourly Employees of Busch
Entertainment Corporation)
Effective July 1, 1994
Trust Agreement for the Anheuser-Busch Employee Stock Purchase and
Savings Plan (Amended and Restated as of January 1, 1985)
<PAGE>
EXHIBIT "B"
Effective November 1, 1993
1. Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
2. Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(For Employees Covered by a Collective Bargaining Agreement)
3. Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(For Hourly Employees of Busch Entertainment Corporation)
Effective July 1, 1994
1. Anheuser-Busch Employee Stock Purchase and Savings Plan
2. Anheuser-Busch Deferred Income Stock Purchase and Savings Plan
(For Certain Employees of Campbell Taggart, Inc. and its
Subsidiaries)
<PAGE>
MASTER DEFINED CONTRIBUTION TRUST AGREEMENT
BY AND BETWEEN
ANHEUSER-BUSCH COMPANIES, INC.
AND
MELLON TRUST
APPENDIX
The following rules shall govern each Company Stock Fund maintained
under the Master Trust, notwithstanding any inconsistent provision of the
Agreement of Trust to which this document is the Appendix.
IA. DEFINITIONS
For purposes of this Appendix, the following phrases shall
have the meanings set forth herein, except as otherwise required by
the context, and shall apply to each Investment Fund invested in Qualifying
Employer Securities under the Agreement of Trust. References in this
Appendix to terms defined in the Agreement of Trust shall have the meanings
set forth therein, except as otherwise required by the context.
"Account". The separate record of the interest of each Participant
in any Plan.
"Allocated Shares". Shares other than Unallocated Shares which are
held in any Company Stock Fund from time to time.
"Allocated Share Equivalents". The equivalent to the number of
Allocated Shares that will be credited to a Participant's Account for
purposes of Sections 3.3A and 3.4A if and when the Master Trustee changes
from Share accounting to unit accounting under the Company Stock Funds
in accordance with the directions of the Administrative Committee. Allocated
Share Equivalents held in a Company Stock Fund that a Participant or
Beneficiary shall be entitled to vote shall be equal to the number of full
and fractional Allocated Shares held in such Company Stock Fund as of a
Valuation Date, divided by the number of units in such Company Stock
Fund as of such Valuation Date, multiplied by the number of units
in the Participant's Account in such Company Stock Fund as of such
Valuation Date.
"Closing Price". The value of a Share or group of Shares determined
by the closing price of a Share as listed in the New York Stock Exchange
Composite Transactions listing published in the Midwest Edition of the Wall
Street Journal on the specified date.
A-1
<PAGE>
"Company Matching Contributions". The amounts contributed under any
Plan by Participating Employers pursuant to the basic formula set forth in
such Plan, including forfeitures which are applied to reduce the amount of
contributions otherwise payable by Participating Employers.
"Company Stock Fund". An Investment Fund invested only in Shares and
cash in accordance with the instruction of the Administrative Committee.
Any specific Company Stock Fund may hold part or all of the Allocated Shares
under one Plan or under two or more Plans.
"Employing Companies". The Corporation and (a) all of its Subsidiaries
(whether Participating Employers or not) and other corporations which, but
for the fact that they are not created or organized in the United States
under the law of any State or Territory thereof, would be Subsidiaries, which
are members of the controlled group of corporations of which the Corporation
is a member, and (b) all other trades or businesses (whether or not
incorporated) which are under common control with the Corporation, (c) any
organization (whether or not incorporated) which is a member of an affiliated
service group which includes the Corporation, (d) any other entity otherwise
required to be aggregated with the Corporation, and such Subsidiaries and other
corporations, taken collectively. All determinations required by this Section
shall be pursuant to and consistent with Sections 414(b), (c), (m) and (o) of
the Code and regulations thereunder.
"ESOP". Any Plan designed to comply with the requirements for employee
stock ownership plans under Section 4975(e)(7) of the Code and regulations
thereunder.
"ESOP Loan". A loan described in Section 404(a)(9)(A) of the Code and
which otherwise satisfies the requirements of Article IIA, which is used
by the Master Trustee to finance the acquisition of Shares or to refinance an
existing ESOP Loan under any ESOP.
"ESOP Loan Payment Accumulation Account". An account in which the Master
Trustee accumulates contributions, dividends and related earnings under any ESOP
in accordance with the Administrative Committee's directions.
"ESOP Loan Suspense Account". The account established to hold
Unallocated Shares with respect to any ESOP. If so directed by the
Administrative Committee, an ESOP Loan Suspense Account may also hold
contributions, dividends and related accumulations under the ESOP for
application to payment of principal and interest on an ESOP Loan.
A-2
<PAGE>
"Participant". An individual with an Account under any Plan.
"Personal Contributions". A generic term referring, collectively, to all
amounts contributed to this Plan by a Participant. Such amounts will be either
After-Tax Contributions or Before-Tax Contributions, and may be either matched
by Company Matching Contributions or unmatched.
"Processing Date". The last trading day of each calendar month on the
New York Stock Exchange or such other date or series of periodic dates (such
as daily or weekly) as the Administrative Committee may determine from time
to time for the purpose of processing allocations to Participants' Accounts
under the Plans.
"Share". A share of common stock of the Corporation.
"Subsidiary". Any corporation or other form of business enterprise
created or organized in the United States under the law of any State or
Territory thereof, the issued and outstanding voting capital stock or equity
interest of which is, in the aggregate, 80% or more owned by the Corporation,
another Subsidiary or any combination of the Corporation and/or one or more
Subsidiaries.
"Supplemental Contributions". Amounts contributed to an ESOP by
Participating Employers in addition to Company Matching Contributions
pursuant to a formula based on increases in the price of Shares from time
to time.
"Unallocated Shares". Shares held in an ESOP Loan Suspense Account.
"Valuation Date". Any date as of which the Master Trustee determines
Share value or unit value under an Investment Fund, as directed by the
Administrative Committee. Valuation Dates may be more frequent than
Processing Dates.
IIA. DUTIES OF THE MASTER TRUSTEE UNDER ESOPS
2.1A Provisions Apply to Each ESOP Separately. The provision of this
Article IIA shall apply only to ESOPs and shall apply to each ESOP as if it
were the only Plan. For example, if two ESOPs have ESOP Loans outstanding
at the same time, the resources of each such ESOP shall be applied only to
its own ESOP Loan obligation.
2.2A Terms of ESOP Loan. The Master Trustee will be specifically
empowered to borrow funds (including a borrowing from the Corporation or
any other of the Employing Companies) to acquire Shares or repay a prior
ESOP Loan, subject to the
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conditions set forth in this Section 2.2A. The terms of each ESOP Loan
must, at the time the loan is made, be at least as favorable to the ESOP's
trust as the terms of a comparable loan resulting from arm's length
negotiations between independent parties. Each ESOP Loan shall be for a
specific term, shall bear a reasonable rate of interest, and shall be
without recourse against the Master Trust or any Participants' Accounts,
except that an ESOP Loan may be guaranteed by the Corporation and may be
secured by a pledge of the Shares acquired with the proceeds of the ESOP
Loan (or acquired with the proceeds of a prior ESOP Loan which is being
refinanced). No other assets of the Master Trust may be pledged
as collateral for an ESOP Loan, and no lender shall have recourse
against assets of the Master Trust other than (a) collateral given for
the ESOP Loan, (b) amounts held under the ESOP's ESOP Loan Suspense
Account or ESOP Loan Payment Accumulation Account (other than contributions
of Shares in kind), and (c) earnings attributable to such collateral. An
ESOP Loan shall not be payable on demand except in the case of default.
In the case of default, the value of Plan assets transferred in
satisfaction of the ESOP Loan shall not exceed the amount of the
default plus any applicable prepayment or similar penalties or
premiums. If the lender is a disqualified person within the meaning of
Code Section 4975(e)(2), the ESOP Loan must provide for a transfer of
Trust assets on default only upon and to the extent of the failure of the
Master Trustee to meet the payment schedule of the ESOP Loan. Payments of
principal and/or interest on any ESOP Loan shall be made by the Master
Trustee in accordance with Section 2.8A. The Administrative Committee
shall direct the Master Trustee to enter into any loan transaction approved
by the Board of Directors and conforming with the provisions hereof.
2.3A Acquisition of Shares with Proceeds of ESOP Loan. The proceeds
of any ESOP Loan shall be used by the Master Trustee within a reasonable
time after receipt to acquire Shares or to repay a prior ESOP Loan on behalf
of the ESOP. In acquiring Shares, the Master Trustee shall take all
appropriate and necessary measures to ensure that the Trust pays no more
than "adequate consideration" (within the meaning of Section 3(18) of ERISA)
for such securities. All Shares acquired with the proceeds of an ESOP Loan
shall be placed in the ESOP Loan Suspense Account established by the Master
Trustee. To the extent required for the purpose of pledging such Shares as
collateral for the ESOP Loan, the Shares held as collateral in the ESOP
Loan Suspense Account may be physically segregated from other assets of the
Master Trust. In no event shall the Shares held as collateral in the ESOP
Loan Suspense Account be commingled with any other assets of the ESOP or
any other Plan. Any pledge of Shares must provide for the release of Shares
not later than as payments on the ESOP Loan are made by the Master Trustee
and for Shares so released to be transferred as
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appropriate for allocationto Participants' Accounts pursuant to Sections
2.6A and 2.7A and regulations promulgated under ERISA and the Code.
2.4A Shares to be Unrestricted. No Shares acquired with the
proceeds of an ESOP Loan shall be subject to any put, call or other option
or any buy-sell or similar agreement while held by or when distributed from
the Master Trust, whether or not the ESOP constitutes an "employee stock
ownership plan" within the meaning of Section 4975(e)(7) of the Code at
such time and whether or not the ESOP Loan has been repaid at such time.
2.5A Release from ESOP Loan Suspense Account. The number of Shares
to be released from the ESOP Loan Suspense Account during each Plan Year
shall be determined as follows: the number of Shares held in the ESOP
Loan Suspense Account at the beginning of the Plan Year shall be multiplied
by a fraction, the numerator of which shall be the amount of principal and
interest due under the loan amortization payment schedule for the Plan
Year, and the denominator of which shall be the sum of the numerator plus
the principal and interest to be paid on all amortization payments under
the loan amortization payment schedule for all future Plan Years. Unless
otherwise determined by the Administrative Committee, a substantially
equal number of Shares shall be released from the ESOP Loan Suspense
Account of any ESOP for each calendar quarter during the Plan Year. For
purposes of determining the average Share price under the Plan as
of a Processing Date, such Shares shall be deemed acquired by the Master
Trustee at the Closing Price on the last trading day prior to the date(s)
of release or such other Valuation Date as may be determined by the
Administrative Committee for this purpose, and shall, in accordance
with procedures adopted by the Administrative Committee, be allocated
to the Accounts of Participants in the ESOP in substitution for
Shares otherwise required to be allocated pursuant to provisions
of the respective ESOPs. In connection with such releases, it is
intended that the Master Trustee will transfer funds to the ESOP Loan
Payment Accumulation Account or ESOP Loan Suspense Account maintained
on behalf of the ESOP for each calendar quarter equal to the total
value of Shares released from the ESOP Loan Suspense Account for
such calendar quarter.
2.6A Use of Company and Personal Contributions for ESOP Loan
Payments. In order to accumulate the necessary funds for repayment
of any ESOP Loan, all Company Matching Contributions, discretionary
Company contributions, Supplemental Contributions and Personal
Contributions, together with earnings thereon, shall be available for
repayment of the ESOP Loan, and shall be applied to ESOP Loan repayment
as provided for in Section 2.8A.
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2.7A Use of Dividends for ESOP Loan Payments. Any dividends on
Shares held by the Master Trustee under an ESOP which are paid while an
ESOP Loan is outstanding shall be applied to ESOP Loan repayment,
unless directed otherwise by the Administrative Committee. It is
intended that such dividends be applied to ESOP Loan repayment to
the extent that such dividends, if so applied, would be tax-deductible
by the Corporation under Section 404(k) of the Code. If dividends on
Allocated Shares under an ESOP are applied to ESOP Loan repayment
in accordance with the foregoing, Shares ("Dividend Replacement Shares")
with a fair market value equal to such dividends shall be substituted
for such dividends. For this purpose, fair market value of Unallocated
Shares released from an ESOP Loan Suspense Account shall be the
Closing Price on the last trading day prior to the date of release
or such other Valuation Date as may be determined by the Administrative
Committee for this purpose, and for other Dividend Replacement
Shares, fair market value shall be the cost of the Dividend Replacement
Shares to the Master Trust. As long as the Master Trustee uses Share
accounting, Dividend Replacement Shares shall be allocated to
Participants' Accounts in lieu of the dividends on Shares in their
Accounts that are applied to ESOP Loan repayment in accordance with
this Section 2.7A as of the Processing Date following the date of
payment of such dividends by the Corporation. If and when the Master
Trustee changes from Share accounting to unit accounting with respect to
the Company Stock Funds, Dividend Replacement Shares shall be applied
to increase the value of units in the respective Company Stock Funds
holding the Shares on which the replaced dividends were paid.
2.8A ESOP Loan Payments. The Master Trustee shall, from time
to time during each Plan Year, transfer sufficient funds to the ESOP
Loan Payment Accumulation Account or ESOP Loan Suspense Account to
provide funds for ESOP Loan payments required for the Plan Year as
directed from time to time by the Committee or the Corporation.
2.9A Effect of Termination of ESOP Loan. If for any reason it
shall be necessary or desirable to terminate or partially terminate an
outstanding ESOP Loan prior to its original termination date, including
but not limited to (a) the termination of the ESOP Loan provisions of
the ESOP or the ESOP otherwise ceasing to qualify to maintain any
ESOP Loan, (b) the occurrence of a default under such loan, or (c)
the occurrence of any event which increases the interest rate payable
on such loan or results in the Corporation purchasing or assuming
such loan, the Master Trustee shall repay any outstanding ESOP
Loan (or the part thereof to be terminated) first using the assets
(if any) then held in the ESOP Loan Suspense Account and then using
assets held in the ESOP Loan Payment Accumulation Account, as directed
by the Administrative Committee and permitted under the terms of the
ESOP Loan and Section 4975 of the Code and the regulations
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<PAGE>
promulgated thereunder. Unless the Plan constituting the ESOP is
also terminated at such time, termination of all or part of an ESOP Loan
shall not affect the operation of other provisions of the Plan
constituting the ESOP.
IIIA. DUTIES OF THE MASTER TRUSTEE RELATING
TO ALL COMPANY STOCK FUNDS
3.1A Investment of Company Matching and Supplemental
Contributions. All Company Matching Contributions and Supplemental
Contributions under all Plans shall be invested in the Company Stock
Funds maintained under the Plans at all times except to the extent that
any of such contributions are held by the Master Trustee in an ESOP
Loan Payment Accumulation Account or ESOP Loan Suspense Account.
3.2A The Company Stock Funds. Except for interim investment
of any cash held thereunder, each Company Stock Fund shall be invested
by the Master Trustee only in Shares; provided that the Master Trustee
may receive and retain in any Company Stock Fund any warrant, right,
option or similar instrument which gives the holder the right to
acquire any Shares under any circumstances, distributed on or in respect
of any Shares held in such Company Stock Fund (and shall sell any other
instrument or property so received which does not give the holder
the right to acquire Shares), all subject to Sections 6.2 and 10.1 of
the Agreement of Trust.
3.3A Voting of Shares. (a) Each Participant (or, if deceased,
his Beneficiary), as a named fiduciary within the meaning of Sections
402(a)(2) and 403(a)(1) of ERISA, shall be entitled to vote, at any
meeting of shareholders of the Corporation, the number of full and
fractional Allocated Shares or Allocated Share Equivalents credited
to his Account, as shown on the records of the Plansas of the most
recent date for which information is available prior to the record
date for determining shareholders entitled to vote at such meeting.
To enable them to do so, and to be fully informed of all matters on
which they are entitled to vote, arrangements will be made by the
Master Trustee for the Corporation or the Administrative Committee
promptly to deliver or cause to be delivered to each Participant (or
Beneficiary) who is entitled to vote any Allocated Shares or
Allocated Share Equivalents a copy of all proxy solicitation
materials, before each annual or special meeting of shareholders of
the Corporation, together with a form requesting confidential
instructions on how the Shares which such Participant is entitled
to vote are to be voted at such meeting.
(b) Each Participant (or Beneficiary) who has Allocated
Shares or Allocated Share Equivalents entitled to vote on any matter
presented for a vote by the stockholders and who
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provides timely instructions to the Master Trustee hereunder shall,
as a named fiduciary, also be considered to have voted, in proportion
to the vote of his Allocated Shares or Allocated Share Equivalents, a
pro rata portion of the votes attributable to the aggregate number of
(i) any Allocated Shares or Allocated Share Equivalents as to which
voting instructions have not been timely received from Participants
(or Beneficiaries), and (ii) any other Shares not allocated to
Participants' (or Beneficiaries') Accounts under the Plan in which
he is a Participant (or Beneficiary). Such pro rata portion shall
be equal to the aggregate number of votes attributable to Shares
described in clauses (i) and (ii) of the preceding sentence multiplied
by a fraction, the numerator of which is the number of votes
attributable to Allocated Shares or Allocated Share Equivalents for
such Participant (or Beneficiary) and the denominator of which is
the total number of votes attributable to Allocated Shares or Allocated
Share Equivalents held on behalf of Participants or Beneficiaries in
the same Plan who have provided timely instructions to the Master
Trustee under this Section 3.3A.
(c) For purposes of this Section, the Master Trustee shall
follow the directions of those Participants (and Beneficiaries) who
provide voting instructions to the Master Trustee at least three
business days before the shareholders' meeting. Voting instructions
from individual Participants (or Beneficiaries) shall be held by the
Master Trustee in strictest confidence and neither the name of, nor the
voting instructions given by, any individual Participant (or Beneficiary)
who chooses to give voting instructions shall be divulged by the Master
Trustee to any of the Employing Companies or to any director, officer
or employee thereof, or to the Administrative Committee; provided,
however, that to the extent necessary for the operation of the
Plans, such instructions may be relayed by the Master Trustee to an
independent recordkeeper, auditor or other person providing services
to the Plans if such person agrees not to divulge such directions to
any other person, including employees, officers and directors of the
Corporation or its affiliates.
3.4A Tendering of Shares and Rights. (a) Each Participant (or,
if deceased, his Beneficiary), as a named fiduciary within the meaning of
Section 403(a)(1) of ERISA, shall be entitled, to the extent of full
and fractional Allocated Shares or Allocated Share Equivalents credited
to his Accounts in a Plan, as shown on the records of the Plan as of the
most recent date for which information is available, to direct the
Master Trustee in writing as to the manner in which to respond to
a tender or exchange offer, including but not limited to a tender or
exchange offer within the meaning of the Securities Exchange Act of
1934, as amended, with respect to Shares, related rights, or both,
and the Master Trustee shall respond in accordance with the instructions
A-8<PAGE>
so received. The Master Trustee or the Administrative Committee shall
utilize its best efforts to timely distribute or cause to be distributed
to each Participant (or Beneficiary) such information as will be
distributed to shareholders of the Corporation in connection with
any such tender or exchange offer, together with a form requesting
confidential instructions on whether or not such Shares or rights will be
tendered or exchanged.
(b) Each Participant (or Beneficiary) who has Allocated
Shares or Allocated Share Equivalents under a Plan shall, as a named
fiduciary, also be considered to have directed the Master Trustee, in
proportion to the direction given or deemed to have been given with
respect to Allocated Shares or Allocated Share Equivalents, as to the
sale, exchange or transfer of a pro rata portion of the aggregate number
of any Shares that have not been allocated to any Participant's (or
Beneficiary's) Accounts under the same Plan. Such pro rata portion shall
be equal to the Shares described in the preceding sentence multiplied
by a fraction, the numerator of which is the number of Allocated Shares
or Allocated Share Equivalents of such Participant (or Beneficiary) and
the denominator of which is the total number of Allocated Shares or
Allocated Share Equivalents credited to the Accounts of all Participants
(or Beneficiaries) under the same Plan.
(c) For purposes of this Section, the Master Trustee shall
follow the directions of those Participants (and Beneficiaries) who
provide instructions to the Master Trustee by the date established
by the Master Trustee and calculated to provide sufficient time to
compile instructions and a timely response to the tender or exchange
offer. If the Master Trustee shall not receive timely instructions from
a Participant (or Beneficiary) as to the manner in which to respond to
such a tender or exchange offer, the Participant (or Beneficiary)
shall be deemed to have directed the Master Trustee not to tender
or exchange his or her Shares and the Master Trustee shall not tender
or exchange such Shares with respect to which such Participant (or
Beneficiary) has the right of direction. The instructions received
by the Master Trustee from individual Participants (or Beneficiaries)
shall be held in the strictest confidence and neither the name of,
nor the instructions given by, any individual Participant (or
Beneficiary) who chooses to give instructions shall be divulged by
the Master Trustee to any of the Employing Companies or to any
director, officer or employee thereof, or to the Administrative
Committee; provided, however, that to the extent necessary for the
operation of the Plans, such instructions may be relayed by the
Master Trustee to an independent recordkeeper, auditor or other
person providing services to the Plans if such person agrees not
to divulge such
A-9<PAGE>
directions to any other person, including employees, officers and
directors of the Corporation or its affiliates.
Exhibit 5.1
May 25, 1994
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
Re: Registration Statement on Form S-8 Relating to 1,000,000 shares
of Common Stock, Par Value $1.00 Per Share, To Be Issued Pursuant
to the Anheuser-Busch Deferred Income Stock Purchase and Savings
Plan (For Certain Employees of Campbell-Taggart, Inc. and its
subsidiaries)
Gentlemen:
I am an Associate General Counsel of Anheuser-Busch Companies, Inc.
(the "Company") and have represented the Company in connection with the
Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For
Certain Employees of Campbell-Taggart, Inc. and its subsidiaries) (the
"Plan"). I have examined such documents, records and matters of law
as I have deemed necessary for purposes of this opinion letter, and
based thereupon I am of the opinion that:
(1) The shares of common stock that may be issued pursuant to
the Plan will be, when issued in accordance with the Plan,
duly authorized, validly issued, fully paid and nonassessable.
(2) The participations in the Plan to be extended to participants
in the Plan will be, when extended in accordance with the
Plan, validly issued.
I hereby consent to the filing of this opinion letter as Exhibit
5.1 to the registration statement on Form S-8 filed by the Company to
effect registration of the common stock under the Securities Act of
1933 and to the reference to me under the caption "Interests of Named
Experts and Counsel" therein.
Very truly yours,
THOMAS D. LARSON
Thomas D. Larson
Exhibit 5.2
May 25, 1994
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118
Re: Registration Statement on Form S-8 Relating to 1,000,000 shares
of Common Stock, Par Value $1.00 Per Share, To Be Issued Pursuant
to the Anheuser-Busch Deferred Income Stock Purchase and Savings
Plan (For Certain Employees of Campbell-Taggart, Inc. and its
subsidiaries)
Gentlemen:
I am a Senior Associate General Counsel for Anheuser-Busch Companies,
Inc. (the "Company") and have represented the Company in connection with
the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For
Certain Employees of Campbell-Taggart, Inc. and its subsidiaries)
(the "Plan"). I have examined such documents, records and matters of
law as I have deemed necessary for purposes of this opinion letter,
and based thereupon I am of the opinion that the Plan is in compliance
with the applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
I hereby consent to the filing of this opinion as Exhibit 5.2 to
the aforesaid registration statement on Form S-8 filed by the Company
to effect registration of the common stock under the Securities Act of
1933 and to the reference to me under the caption "Interests of Named
Experts and Counsel" therein.
Very truly yours,
JACQUELYN G. JOHNSON
Jacquelyn G. Johnson
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 7, 1994,
which appears on page 41 of the 1993 Annual Report to Shareholders of
Anheuser-Busch Companies, Inc., which is incorporated by reference in the
Anheuser-Busch Companies, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1993. We also consent to the incorporation by reference
of our report on the Financial Statement Schedules, which appears on page
15 of such Annual Report on Form 10-K.
PRICE WATERHOUSE
PRICE WATERHOUSE
St. Louis, Missouri
May 25, 1994
EXHIBIT 24.1
ANHEUSER-BUSCH COMPANIES, INC.
POWER OF ATTORNEY
Each of the undersigned directors and officers of Anheuser-Busch
Companies, Inc., a Delaware corporation (the "Company"), hereby appoints
August A. Busch III, Jerry E. Ritter, and JoBeth G. Brown, and each of them
acting singly, the true and lawful agents and attorneys of the undersigned,
with full power of substitution, to do all things and to execute all
instruments which any of them may deem necessary or advisable to enable the
Company to comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and Exchange
Commission in respect thereof, in connection with the proposed
registration under said Act pursuant to a Registration Statement on Form
S-8 of 1,000,000 shares of the common stock of the Company for issuance
under the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For
Certain Employees of Campbell-Taggart, Inc. and its subsidiaries); this
authorization to include the authority to sign the name of each of the
undersigned in the capacities indicated below to the said proposed
Registration Statement to be filed with the Securities and Exchange
Commission in respect of said securities, and to any amendments to
said proposed Registration Statement.
IN WITNESS WHEREOF, each of the undersigned has executed a copy
of this Power of Attorney as of March 23, 1994.
AUGUST A. BUSCH III
August A. Busch III
Chairman of the Board
and President and Director
(Principal Executive Officer)
JERRY E. RITTER
Jerry E. Ritter
Executive Vice President - Chief
Financial and Administrative Officer
(Principal Financial Officer)
GERALD C. THAYER
Gerald C. Thayer
Vice President and Controller
(Principal Accounting Officer)
PABLO ARAMBURUZABALA O.
Pablo Aramburuzabala O.
Director
<PAGE>
RICHARD T. BAKER
Richard T. Baker
Director
ANDREW B. CRAIG III
Andrew B. Craig III
Director
BERNARD A. EDISON
Bernard A. Edison
Director
PETER M. FLANIGAN
Peter M. Flanigan
Director
JOHN E. JACOB
John E. Jacob
Director
CHARLES F. KNIGHT
Charles F. Knight
Director
VERNON R. LOUCKS, JR.
Vernon R. Loucks, Jr.
Director
VILMA S. MARTINEZ
Vilma S. Martinez
Director
SYBIL C. MOBLEY
Sybil C. Mobley
Director
JAMES B. ORTHWEIN
James B. Orthwein
Director
DOUGLAS A. WARNER III
Douglas A. Warner III
Director
WILLIAM H. WEBSTER
William H. Webster
Director
EDWARD E. WHITACRE, JR.
Edward E. Whitacre, Jr.
Director
EXHIBIT 24.2
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE
AND SAVINGS PLAN
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE
AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A
COLLECTIVE BARGAINING AGREEMENT)
ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE
AND SAVINGS PLAN (FOR CERTAIN EMPLOYEES OF
CAMPBELL-TAGGART, INC. AND ITS SUBSIDIARIES)
POWER OF ATTORNEY
The undersigned are the members of each of the Administrative Committees
of the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan, the
Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees
Covered by a Collective Bargaining Agreement) and the Anheuser-Busch Deferred
Income Stock Purchase and Savings Plan (For Certain Employees of Campbell-
Taggart, Inc. and its subsidiaries). Each of the undersigned hereby appoints
August A. Busch III, Jerry E. Ritter and JoBeth G. Brown, and each of them
acting singly, the true and lawful agents and attorneys of the undersigned,
with full power of substitution, to do all things and to execute all
instruments which any of them may deem necessary or advisable to enable
Anheuser-Busch Companies, Inc. (the "Company") to comply with the Securities
and Exchange Commission in respect thereof, in connection with (a) the
proposed amendment to Registration Statement No. 33-39715 on Form S-8 for
5,000,000 shares of the common stock of the Company for issuance under the
Anheuser-Busch Deferred Income Stock Purchase and Savings Plan; (b) the
proposed amendment to Registration Statement No. 33-39714 on Form S-8 for
5,000,000 shares of the common stock of the Company for issuance under the
Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees
Covered by a Collective Bargaining Agreement); (c) the proposed amendment to
the existing registration statement on Form S-8 for the issuance of shares
of common stock of the Company under the Anheuser-Busch Deferred Income
Stock Purchase and Savings Plan (For Hourly Employees of Busch Entertainment
Corporation); and (d) the proposed registration under said Act pursuant to
a Registration Statement on Form S-8 of 1,000,000 shares of the comon stock
of the Company for issuance under the Anheuser-Busch Deferred Income Stock
Purchase and Savings Plan (For Certain Employees of Campbell-Taggart, Inc.
and its subsidiaries); this authorization to include the authority to sign
the name of each of the undersigned in the capacities indicated below to
the said proposed Registration Statement or amendments to be filed with
the Securities and Exchange Commission in respect of said securities, and
to any amendments to said Registration Statement or any other Registration
Statement previously filed in connection with any of said Plans.
IN WITNESS WHEREOF, each of the undersigned has executed a copy of
this Power of Attorney as of May 6, 1994.
ALBERT R. WUNDERLICH JOBETH G. BROWN
Albert R. Wunderlich JoBeth G. Brown
Committee Member Committee Member
WILLIAM L. RAMMES JACQUELYN G. JOHNSON
William L. Rammes Jacquelyn G. Johnson
Committee Member Committee Member
