-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GLw8lggULc8yI7xjMyQEx0BnMQ0poCLYkULEt1ny30SvjR2qsl3M0KGbgqDSA6fc Wd83va1klOijAQz5yaGzhA== 0000891118-95-000008.txt : 19950616 0000891118-95-000008.hdr.sgml : 19950616 ACCESSION NUMBER: 0000891118-95-000008 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19950323 EFFECTIVENESS DATE: 19950323 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANHEUSER BUSCH COMPANIES INC CENTRAL INDEX KEY: 0000310569 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 431162835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 033-39714 FILM NUMBER: 95522534 BUSINESS ADDRESS: STREET 1: ONE BUSCH PL STREET 2: C/O OFFICE OF THE VP & SEC'Y CITY: ST LOUIS STATE: MO ZIP: 63118 BUSINESS PHONE: 3145772000 MAIL ADDRESS: STREET 1: ONE BUSCH PL CITY: ST LOUIS STATE: MO ZIP: 63118 S-8 POS 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 22, 1995 Post-Effective Amendment No. 3 to Reg'n Statement No. 33-39714 ______________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 POST-EFFECTIVE AMENDMENT No. 3 TO REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _________________________________ ANHEUSER-BUSCH COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 43-11628 (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 EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) (Full title of the plan) __________________________ JoBeth G. Brown, Esq. Copies to: Vice President and Secretary John A. Niemoeller, Esq. Anheuser-Busch Companies, Inc. The Stolar Partnership One Busch Place 911 Washington Avenue, 7th Fl St. Louis, Missouri 63118 St. Louis, Missouri 63101 (Name and address of agent for service) (314) 577-3314 (Telephone number of agent for service) Supplementing Part II and Supplying Certain Exhibits PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits Exhibit 4.6 Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered By A Collective Bargaining Agreement) As Amended and Restated Effective April 1, 1994. [This document constitutes an amendment and restatement of the Plan and, along with Exhibit 4.8, supersedes the forms of the Plan and all amendments previously filed with the Commission as Exhibits to this Registration Statement.] Exhibit 4.7 Master Defined Contribution Trust Agreement, by and between Anheuser-Busch Companies, Inc. and Mellon Bank, N.A., with Exhibits A and B and Appendix [This document supersedes Exhibit 4.2 previously filed with the Commission.] Exhibit 4.8 First Amendment to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered By A Collective Bargaining Agreement) as Amended and Restated Effective April 1, 1994. Exhibit 5.5 Determination letter of the Internal Revenue Service, relating to the compliance of the Plan (as amended January 3, 1994, March 14, 1994, and January 1, 1995) with the requirements of ERISA. Exhibit 5.6 Opinion and consent of Jacquelyn G. Johnson, Esq., Senior Associate General Counsel to the Registrant, relating to the compliance of the Plan as amended and restated with the requirements of ERISA. II-1 Exhibit 23 Consent of Independent Accountants [previously filed electronically as Exhibit 23 to Form 10-K, Annual Report, filed by the Registrant for the year ended December 31, 1993; said Exhibit 23 is incorporated in this post-effective amendment by reference]. Exhibit 24.6 Power of Attorney executed by the Principal Accounting Officer of the Registrant. Exhibit 24.7 Power of Attorney executed by the members of the Plan's Administrative Committee. 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 amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on March 21, 1995. ANHEUSER-BUSCH COMPANIES, INC. By: JOBETH G. BROWN (JoBeth G. Brown, Secretary) Pursuant to the requirements of the Securities Act of 1933, this amendment to 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 March 21, 1995 (August A. Busch III) and President and Director (Principal Executive Officer) II-2 Jerry E. Ritter* Executive Vice March 21, 1995 (Jerry E. Ritter) President - Chief Financial and Administrative Officer (Principal Financial Officer) Gerald C. Thayer* Vice President and March 21, 1995 (Gerald C. Thayer) Controller (Principal Accounting Officer) _________________________ Director (Pablo Aramburuzabala O.) Richard T. Baker* Director March 21, 1995 (Richard T. Baker) _________________________ Director (Andrew B. Craig III) Bernard A. Edison* Director March 21, 1995 (Bernard A. Edison) Peter M. Flanigan* Director March 21, 1995 (Peter M. Flanigan) John E. Jacob* Director March 21, 1995 (John E. Jacob) Charles F. Knight* Director March 21, 1995 (Charles F. Knight) Vernon R. Loucks, Jr.* Director March 21, 1995 (Vernon R. Loucks, Jr.) Vilma S. Martinez* Director March 21, 1995 (Vilma S. Martinez) Sybil C. Mobley* Director March 21, 1995 (Sybil C. Mobley) James B. Orthwein* Director March 21, 1995 (James B. Orthwein) ________________________ Director (Douglas A. Warner III) II-3 ________________________ Director (William H. Webster) Edward E. Whitacre, Jr.* Director March 21, 1995 (Edward E. Whitacre, Jr.) * By: JOBETH G. BROWN JoBeth G. Brown Attorney-in-Fact The Plan. Pursuant to the requirements of the Securities Act of 1933, the administrative committee of the Plan has duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Louis, State of Missouri, on March 21, 1995. ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) Signature Title Date Albert R. Wunderlich* Committee Member March 21, 1995 (Albert R. Wunderlich) William L. Rammes* Committee Member March 21, 1995 (William L. Rammes) JoBeth G. Brown* Committee Member March 21, 1995 (JoBeth G. Brown) Jacquelyn G. Johnson* Committee Member March 21, 1995 (Jacquelyn G. Johnson) * By: JOBETH G. BROWN JoBeth G. Brown Attorney-in-Fact II-4 EXHIBIT INDEX Exhibit 4.6 Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered By A Collective Bargaining Agreement) As Amended and Restated Effective April 1, 1994. [This document constitutes an amendment and restatement of the Plan and, along with Exhibit 4.8, supersedes the forms of the Plan and all amendments previously filed with the Commission as Exhibits to this Registration Statement.] Exhibit 4.7 Master Defined Contribution Trust Agreement, by and between Anheuser-Busch Companies, Inc. and Mellon Bank, N.A., with Exhibits A and B and Appendix [This document supersedes Exhibit 4.2 previously filed with the Commission.] Exhibit 4.8 First Amendment to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered By A Collective Bargaining Agreement) as Amended and Restated Effective April 1, 1994. Exhibit 5.5 Determination letter of the Internal Revenue Service, relating to the compliance of the Plan (as amended January 3, 1994, March 14, 1994, and January 1, 1995) with the requirements of ERISA. Exhibit 5.6 Opinion and consent of Jacquelyn G. Johnson, Esq., Senior Associate General Counsel to the Registrant, relating to the compliance of the Plan as amended and restated with the requirements of ERISA. II-5 Exhibit 23 Consent of Independent Accountants [previously filed electronically as Exhibit 23 to Form 10-K, Annual Report, filed by the Registrant for the year ended December 31, 1993; said Exhibit 23 is incorporated in this post-effective amendment by reference]. Exhibit 24.6 Power of Attorney executed by the Principal Accounting Officer of the Registrant. Exhibit 24.7 Power of Attorney executed by the members of the Plan's Administrative Committee. All Exhibits are filed electronically. II-6 EX-4.6 2 Exhibit 4.6 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) As Amended and Restated Effective April 1, 1994 Table of Contents Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) ARTICLE I. . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Establishment of Plan. . . . . . . . . . . . . . . . . . . . 1 1.1. Action By Company. . . . . . . . . . . . . . . . . 1 1.2. Named Plan Fiduciaries . . . . . . . . . . . . . . 1 ARTICLE II . . . . . . . . . . . . . . . . . . . . . . . . . . 3 DEFINITIONS OF GENERAL APPLICABILITY AND RULES OF CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . 3 2.1. "Account". . . . . . . . . . . . . . . . . . . . . 3 2.2. "After-Tax Contributions". . . . . . . . . . . . . 3 2.3. "Allocated Shares" . . . . . . . . . . . . . . . . 3 2.4. "Allocated Share Equivalents". . . . . . . . . . . 3 2.5. "Before-Tax Contributions" . . . . . . . . . . . . 3 2.6. "Beneficiary". . . . . . . . . . . . . . . . . . . 4 2.7. "Base Pay" . . . . . . . . . . . . . . . . . . . . 4 2.8. "Board". . . . . . . . . . . . . . . . . . . . . . 5 2.9. "Closing Price". . . . . . . . . . . . . . . . . . 5 2.10. "Code" . . . . . . . . . . . . . . . . . . . . . . 5 2.11. "Committee". . . . . . . . . . . . . . . . . . . . 5 2.12. "Company". . . . . . . . . . . . . . . . . . . . . 5 2.13. "Company Matching Contributions" . . . . . . . . . 5 2.14. "Company Stock Fund" . . . . . . . . . . . . . . . 5 2.15. "Company Year" . . . . . . . . . . . . . . . . . . 5 2.16. "Consolidated Net Income For Plan Purposes". . . . 5 2.17. "Effective Date" . . . . . . . . . . . . . . . . . 6 2.18. "Eligible Employee". . . . . . . . . . . . . . . . 6 2.19. "Employee" . . . . . . . . . . . . . . . . . . . . 6 2.20. "Employing Companies". . . . . . . . . . . . . . . 6 2.21. "Equity Index Fund". . . . . . . . . . . . . . . . 6 2.22. "ERISA". . . . . . . . . . . . . . . . . . . . . . 6 2.23. "ESOP Loan". . . . . . . . . . . . . . . . . . . . 7 2.24. "ESOP Loan Payment Accumulation Account" . . . . . 7 2.25. "ESOP Loan Suspense Account" . . . . . . . . . . . 7 2.26. "Fund" . . . . . . . . . . . . . . . . . . . . . . 7 2.27. "Highly Compensated Employee". . . . . . . . . . . 7 2.28. "Hour of Service". . . . . . . . . . . . . . . . . 9 2.29. "Indexed Balanced Fund". . . . . . . . . . . . . . 11 2.30. "Managed Balanced Fund". . . . . . . . . . . . . . 11 2.31. "Mean Price" . . . . . . . . . . . . . . . . . . . 11 2.32. "Medium-Term Fixed Income Fund". . . . . . . . . . 12 2.33. "Non-Highly Compensated Employee". . . . . . . . . 12 2.34. "Participant". . . . . . . . . . . . . . . . . . . 12 2.35. "Participating Employer" . . . . . . . . . . . . . 12 2.36. "Personal Contributions" . . . . . . . . . . . . . 12 2.37. "Plan" . . . . . . . . . . . . . . . . . . . . . . 12 2.38. "Plan Year". . . . . . . . . . . . . . . . . . . . 13 2.39. "Processing Period". . . . . . . . . . . . . . . . 13 2.40. "Related Plans". . . . . . . . . . . . . . . . . . 13 2.41. "Share". . . . . . . . . . . . . . . . . . . . . . 13 2.42. "Short-Term Fixed Income Fund" . . . . . . . . . . 13 2.43. "Subsidiary" . . . . . . . . . . . . . . . . . . . 13 2.44. "Supplemental Contributions" . . . . . . . . . . . 13 2.45. "Taxable Compensation" . . . . . . . . . . . . . . 13 2.46. "Unallocated Shares" . . . . . . . . . . . . . . . 13 2.47. "Trust Agreement". . . . . . . . . . . . . . . . . 13 2.48. "Trustee". . . . . . . . . . . . . . . . . . . . . 14 ARTICLE III. . . . . . . . . . . . . . . . . . . . . . . . . . 15 Eligibility and Participation. . . . . . . . . . . . . . . . 15 3.1. Eligibility. . . . . . . . . . . . . . . . . . . . 15 3.2. Becoming a Participant . . . . . . . . . . . . . . 15 3.3. Re-Employment Following a Break in Service . . . . 15 3.4. Year of Service; Break in Service. . . . . . . . . 15 3.5. Transfers of Participants and Lay-Offs . . . . . . 16 ARTICLE IV . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Matched Contributions. . . . . . . . . . . . . . . . . . . . 18 4.1. Before-Tax Matched Contributions . . . . . . . . . 18 4.2. After-Tax Matched Contributions. . . . . . . . . . 18 4.3. Limitation on Total Matched Contributions. . . . . 18 ARTICLE V. . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Unmatched Contributions. . . . . . . . . . . . . . . . . . . 19 5.1. Contributions Permitted. . . . . . . . . . . . . . 19 5.2. Before-Tax Unmatched Contributions . . . . . . . . 19 5.3. After-Tax Unmatched Contributions. . . . . . . . . 19 5.4. Limitation on Total Unmatched Contributions. . . . 19 ARTICLE VI . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Company Contributions. . . . . . . . . . . . . . . . . . . . 20 6.1. Required Contributions . . . . . . . . . . . . . . 20 6.2. Contribution Rate For Company Matching Contributions. . . . . . . . . . . . . . . . . . . 20 6.3. Determination of Supplemental Contribution . . . . 21 6.4. Payment and Payment Date . . . . . . . . . . . . . 22 6.5. Allocation to Participants' Accounts . . . . . . . 23 ARTICLE VII. . . . . . . . . . . . . . . . . . . . . . . . . . 24 Procedures and Limitations on Personal Elections . . . . . . 24 7.1. Election Procedures. . . . . . . . . . . . . . . . 24 7.2. Special Dollar Limitation On Before-Tax Contributions. . . . . . . . . . . . . . . . . . . 24 7.3. Required Adjustment of Before-Tax Personal Contributions. . . . . . . . . . . . . . . . . . . 25 7.4. Required Adjustment of After-Tax and Company Matching Contributions . . . . . . . . . . . . . . 27 7.5. Suspension and Reinstatement of Matched Personal Contributions Withdrawal . . . . . . . . . . . . . 29 7.6. Payroll Deductions . . . . . . . . . . . . . . . . 29 ARTICLE VIII . . . . . . . . . . . . . . . . . . . . . . . . . 30 ESOP Loans . . . . . . . . . . . . . . . . . . . . . . . . . 30 8.1. Terms of ESOP Loan . . . . . . . . . . . . . . . . 30 8.2. Acquisition of Shares with proceeds of ESOP Loan . 30 8.3. Shares to be Unrestricted. . . . . . . . . . . . . 31 8.4. Release from ESOP Loan Suspense Account. . . . . . 31 8.5. Use of Company and Personal Contributions for ESOP Loan Payments. . . . . . . . . . . . . . . . . . . 31 8.6. Use of Dividends for ESOP Loan Payments. . . . . . 32 8.7. ESOP Loan Payments . . . . . . . . . . . . . . . . 32 ARTICLE IX . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Investment of Contributions. . . . . . . . . . . . . . . . . 34 9.1. Investment of Company Matching and Supplemental Contributions. . . . . . . . . . . . . . . . . . . 34 9.2. Investment of the Matched Contributions Part of an Account. . . . . . . . . . . . . . . . . . . . . . 34 9.3. Investment of the Unmatched Contributions Part of an Account . . . . . . . . . . . . . . . . . . . . 34 9.4. A Participant's Investment Direction for Current Contributions. . . . . . . . . . . . . . . . . . . 34 9.5. A Participant's Investment Direction for Accumulated Account Balances . . . . . . . . . . . 34 9.6. Special Diversification After Attainment of Age 55 . . . . . . . . . . . . . . . . . . . . . . . . 35 9.7. The Company Stock Fund . . . . . . . . . . . . . . 35 9.8. The Short-Term Fixed Income Fund . . . . . . . . . 36 9.9. The Medium-Term Fixed Income Fund. . . . . . . . . 36 9.10. The Equity Index Fund. . . . . . . . . . . . . . . 37 9.11. The Indexed Balanced Fund. . . . . . . . . . . . . 38 9.12. The Managed Balanced Fund. . . . . . . . . . . . . 38 9.13. Earnings, etc. . . . . . . . . . . . . . . . . . . 39 9.14. Reports to Participants. . . . . . . . . . . . . . 39 9.15. Voting of Shares . . . . . . . . . . . . . . . . . 40 9.16. Tendering of Shares and Rights . . . . . . . . . . 41 9.17. Plan Mergers . . . . . . . . . . . . . . . . . . . 42 ARTICLE X. . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Maintenance and Valuation of Accounts. . . . . . . . . . . . 43 10.l. Separate Accounts. . . . . . . . . . . . . . . . . 43 10.2. Company Stock Fund Portion . . . . . . . . . . . . 43 10.3. Other Investment Fund Portions . . . . . . . . . . 45 10.4. Transfers Between Funds. . . . . . . . . . . . . . 45 10.5. Valuation of the Fund. . . . . . . . . . . . . . . 46 10.6. Effect of Valuations . . . . . . . . . . . . . . . 46 10.7. No Liability for Fluctuations in Value . . . . . . 46 10.8. Adjustments to Accounts. . . . . . . . . . . . . . 46 10.9. Ordering of Distributions. . . . . . . . . . . . . 47 10.10 Unallocated Accounts . . . . . . . . . . . . . . . 47 10.11. Special Valuation of Company Stock in Extraordinary Circumstances. . . . . . . . . . . . 48 ARTICLE XI . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . 49 11.1. Amounts Contributed by the Participant . . . . . . 49 11.2. Company Matching and Supplemental Contributions. . 49 11.3. Vesting Rules. . . . . . . . . . . . . . . . . . . 49 11.4. Change in Control of the Company . . . . . . . . . 51 ARTICLE XII. . . . . . . . . . . . . . . . . . . . . . . . . . 52 Distributions. . . . . . . . . . . . . . . . . . . . . . . . 52 12.1. Distributions Upon Termination of Employment . . . 52 12.2. Time and Method of Distribution. . . . . . . . . . 52 12.3. Eligible Rollover Distributions. . . . . . . . . . 55 12.4. Determination of Disability. . . . . . . . . . . . 55 12.5. Reporting Persons. . . . . . . . . . . . . . . . . 55 12.6. Transfer of Accounts . . . . . . . . . . . . . . . 56 12.7. Early Distribution under Domestic Relations Order. 56 12.8. Absolute Right to Receive Stock Distribution . . . 56 ARTICLE XIII . . . . . . . . . . . . . . . . . . . . . . . . . 57 Withdrawals While Employed . . . . . . . . . . . . . . . . . 57 13.1. Elective Right to Make Certain Withdrawals . . . . 57 13.2. Protected Withdrawal Rights. . . . . . . . . . . . 58 13.3. Withdrawal Procedure . . . . . . . . . . . . . . . 58 13.4. Frequency of Withdrawals . . . . . . . . . . . . . 59 ARTICLE XIV. . . . . . . . . . . . . . . . . . . . . . . . . . 60 Hardship Withdrawals . . . . . . . . . . . . . . . . . . . . 60 l4.l. Eligibility and Procedure. . . . . . . . . . . . . 60 ARTICLE XV . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Loans to Participants. . . . . . . . . . . . . . . . . . . . 62 l5.l. Procedure and Terms. . . . . . . . . . . . . . . . 62 ARTICLE XVI. . . . . . . . . . . . . . . . . . . . . . . . . . 65 Designation of a Beneficiary . . . . . . . . . . . . . . . . 65 16.1. Procedure and Effect . . . . . . . . . . . . . . . 65 16.2. Renunciation of Death Benefit. . . . . . . . . . . 67 ARTICLE XVII . . . . . . . . . . . . . . . . . . . . . . . . . 69 Lost Distributees. . . . . . . . . . . . . . . . . . . . . . 69 17.1. Disposition of Accounts Payable to Persons Who Cannot Be Located. . . . . . . . . . . . . . . . . 69 17.2. Efforts To Locate Distributees . . . . . . . . . . 69 ARTICLE XVIII. . . . . . . . . . . . . . . . . . . . . . . . . 70 Amendment or Termination . . . . . . . . . . . . . . . . . . 70 18.1. Company's Power to Amend or Terminate. . . . . . . 70 18.2. Termination. . . . . . . . . . . . . . . . . . . . 71 18.3. Disposition of Assets on Termination . . . . . . . 71 18.4. Effect of Termination by the Company . . . . . . . 72 18.5. Effect of Termination of ESOP Loan . . . . . . . . 73 ARTICLE XIX. . . . . . . . . . . . . . . . . . . . . . . . . . 74 Administrative Committee . . . . . . . . . . . . . . . . . . 74 19.1. Appointment. . . . . . . . . . . . . . . . . . . . 74 19.2. Organization . . . . . . . . . . . . . . . . . . . 74 19.3. Powers . . . . . . . . . . . . . . . . . . . . . . 74 19.4. Forms and Procedures . . . . . . . . . . . . . . . 76 19.5. Meetings . . . . . . . . . . . . . . . . . . . . . 77 19.6. Records. . . . . . . . . . . . . . . . . . . . . . 77 19.7. Applications for Benefits; Appeal From Denial of Benefits . . . . . . . . . . . . . . . . . . . . . 77 19.8. Liability of Committee . . . . . . . . . . . . . . 78 ARTICLE XX . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Prohibition Against Voluntary or Involuntary Assignments . . 80 20.1. No Liability for Participants' Debts . . . . . . . 80 ARTICLE XXI. . . . . . . . . . . . . . . . . . . . . . . . . . 81 Competency of Distributees . . . . . . . . . . . . . . . . . 81 21.1. Distributees Presumed Competen . . . . . . . . . . 81 21.2. Facility of Payment. . . . . . . . . . . . . . . . 81 ARTICLE XXII . . . . . . . . . . . . . . . . . . . . . . . . . 82 Becoming a Participating Employer. . . . . . . . . . . . . . 82 22.1. Authorization and Procedure. . . . . . . . . . . . 82 22.2. Effect of Being a Participating Employer . . . . . 82 22.3. Pooled Funds . . . . . . . . . . . . . . . . . . . 82 22.4. Costs and Expenses . . . . . . . . . . . . . . . . 83 22.5. Adoption of Plan Conditional . . . . . . . . . . . 83 ARTICLE XXIII. . . . . . . . . . . . . . . . . . . . . . . . . 84 Limitations Applicable to All Contributions to this Plan . . 84 23.1. Special Limitation on Annual Additions For Any Participant For Any Year . . . . . . . . . . . . . 84 ARTICLE XXIV . . . . . . . . . . . . . . . . . . . . . . . . . 86 Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . 86 24.1. Return of Contributions. . . . . . . . . . . . . . 86 24.2. Limitations of Liability and Rights. . . . . . . . 86 24.3. General Administration and Expenses. . . . . . . . 87 24.4. Notice of Address. . . . . . . . . . . . . . . . . 87 24.5. Data . . . . . . . . . . . . . . . . . . . . . . . 87 24.6. Trust Agreement Related. . . . . . . . . . . . . . 87 24.7. Severability Clause. . . . . . . . . . . . . . . . 88 24.8. Situs. . . . . . . . . . . . . . . . . . . . . . . 88 24.9. Succession . . . . . . . . . . . . . . . . . . . . 88 24.10. Execution. . . . . . . . . . . . . . . . . . . . . 88 24.11. Merger of Plan or Transfer of Trust Assets . . . . 88 24.12. Miscellaneous Rules of Construction. . . . . . . . 88 24.13. Delayed Payments . . . . . . . . . . . . . . . . . 89 24.14. Mistakes in Benefit Payments . . . . . . . . . . . 89 ANHEUSER-BUSCH DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (FOR EMPLOYEES COVERED BY A COLLECTIVE BARGAINING AGREEMENT) ARTICLE I Establishment of Plan 1.1. Action By Company. Effective as of April l, l976, Anheuser-Busch, Inc., a Missouri corporation, established the Anheuser-Busch Employee Stock Purchase and Savings Plan. The Plan was subsequently amended from time to time and the position of Anheuser-Busch, Inc. as the Plan Sponsor was assumed by Anheuser-Busch Companies, Inc., a Delaware corporation (the "Company"). The Company reserved the right to amend the Plan in any way not expressly prohibited by the Plan. Pursuant to such reserved right, effective March 1, 1986, the Company divided the Plan into two separate plans, with employees not covered by a collective bargaining agreement being covered by a separate but substantially similar plan. This Plan is a continuation of the former Anheuser-Busch Employee Stock Purchase and Savings Plan though its name has been changed to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement). Also pursuant to such reserved right the Company has duly amended the Plan from time to time, most recently in the form of a complete restatement effective April 1, 1989, with three subsequent amendments thereto. 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 also is intended to constitute a cash or deferred arrangement pursuant to Section 401(k) of the Code. The Plan permits investment in Company stock to be made with the proceeds of loans involving funds borrowed by the Company or Trustee. It is the intention of the Company that loans entered into by the Trustee shall be repaid with contributions under the Plan, dividends on Company stock and earnings thereon. 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 and tendering Shares as to which no instructions have been received by the Trustee, and Unallocated Shares as described in Sections 9.15 and 9.16, 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. -2- 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 10.1. 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. "Allocated Shares". Shares which have been allocated to the Account of a Participant. 2.4. "Allocated Share Equivalents". The equivalent to the number of Allocated Shares that will be credited to a Participant's Account for purposes of Sections 9.15 and 9.16 if and when the Committee changes from Share accounting to unit accounting under the Company Stock Fund. Allocated Share Equivalents held in the 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 fund as of a Valuation Date, divided by the number of Company Stock Fund units 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 Section, the term "Valuation Date" shall mean any date as of which Share value or unit value is determined under an Investment Fund as directed by the Committee. 2.5. "Before-Tax Contributions". A Participant's Personal Contributions which are properly excluded from gross income pursuant to Section 40l(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 -3- (b) "Before-Tax Unmatched Contributions", which are Personal Contributions for which no Company Matching Contribution will be made. 2.6. "Beneficiary". Any person designated by a Participant pursuant to Article XVI to receive benefits hereunder or any other person deemed to be a Beneficiary by any other provision of this Plan or by law. 2.7. "Base Pay". A Participant's regular 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) Items Included In Base Pay For All Participants. Base Pay is straight-time gross wages for the standard work week, including reported tips for persons who are compensated wholly or partially by way of tips, vacation pay at straight-time rates (or such other rates 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. Base pay also includes backpay, but only to the extent that the amounts so paid would have been compensation had they been paid in a timely manner (i.e. disregarding backpay awards for such items as over-time pay). Back pay shall be included in Base Pay at the time payment is actually made. In situations involving irregular hours in a work week, the Committee shall determine an appropriate method to compute Base Pay. (b) Items Excluded From Base Pay For All Participants. Base Pay does not include over-time pay, supplemental unemployment benefits, supplemental workmen's compensation benefits, any bonus, pay in lieu of vacation, service allowance, severance pay, premium pay for shift or other specialized work, Company Matching or Supplemental 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 -4- 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. (c) 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 for any applicable increases in the cost of living. 2.8. "Board". The Board of Directors of the Company. 2.9. "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. 2.10. "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. 2.11. "Committee". The Committee appointed under the provisions of Section 19.1 to administer this Plan. 2.12. "Company". Anheuser-Busch Companies, 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. 2.13. "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. 2.14. "Company Stock Fund". The separate portion of the Fund which is to be invested in accordance with Section 9.7. 2.15. "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. 2.16. "Consolidated Net Income For Plan Purposes". The consolidated net income of all of the Employing Companies for any Company Year as shown in the Company's annual report to its -5- shareholders for such Company Year after extraordinary items of and charges to income, but before taxes on income and earnings of, and direct and indirect expenses attributable to, any Subsidiary acquired after October 1, 1982 that is not a Participating Employer under this Plan or a Related Plan. For purposes of the foregoing, all determinations of earnings and expenses shall be made in accordance with rules of uniform application adopted by the Committee; the incorporation of a Subsidiary at the direction of the Company shall not be treated as an acquisition of such Subsidiary, even though one of the Employing Companies may purchase the shares; and a Subsidiary will be deemed to be acquired when the percentage of voting capital stock or equity interest owned by the Company or another Subsidiary or any combination of the Company and/or one or more Subsidiaries first equals 80%. 2.17. "Effective Date". When used with respect to this amended and restated Plan, April 1, 1994. This Plan is a continuation, in part, of the Anheuser-Busch Employee Stock Purchase and Savings Plan, and the term "Effective Date", when used with respect to that Plan as originally adopted, means April l, l976. 2.18. "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. 2.19. "Employee". Any common law employee employed by any of the Employing Companies in any capacity, who is a resident of the United States or Puerto Rico and who is represented by a collective bargaining unit. 2.20. "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. 2.21. "Equity Index Fund". The separate portion of the Fund which is to be invested in accordance with Section 9.10. 2.22. "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 -6- "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. 2.23. "ESOP Loan". A loan described in Section 404(a)(9)(A) of the Code and which otherwise satisfies the requirements of Article VIII, which is used by the Trustee to finance the acquisition of Shares, or to refinance an existing ESOP Loan. 2.24. "ESOP Loan Payment Accumulation Account". The Account established pursuant to Section 10.10(b) in which the Trustee will accumulate, pursuant to Section 8.5, Plan contributions, dividends and related earnings. 2.25. "ESOP Loan Suspense Account". The account established pursuant to Section 10.10(a) to hold Unallocated Shares. 2.26. "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. As of April 1, 1994, 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. 2.27. "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 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 -7- 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 2.27, (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 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. -8- 2.28. "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 the person's normal work schedule in effect at the time of the beginning of such leave or military service) had the person 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 such person's re-employment 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 Employees or are on behalf of a group of Employees in the aggregate. (ii) The number of Hours of Service to be credited to an Employee for reasons other than performance of duties, and the Plan Year or Plan Years to which Hours of Service -9- 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. (iii) 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. (iv) 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. (v) 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. (vi) These provisions shall be liberally construed in favor of Employees. (vii) 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 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 -10- 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. (d) In determining the Hours of Service of any individual employed by Sea World of Florida, Inc., Florida Cypress Gardens, Inc., Busch Properties of Florida, Inc., Sea World, Inc., Sea World of Texas, Inc., or Boardwalk and Baseball, Inc. as of December 1, 1989, hours of service with any of such corporations shall be considered Hours of Service in accordance with this Section 2.28. In addition, if an individual worked for Harcourt, Brace, Jovanovich, Inc. immediately prior to December 1, 1989 and became employed by a Participating Employer on or before January 1, 1990, such individual's hours of service with such company shall be considered Hours of Service under this Plan. (e) In determining the Hours of Service of any individual employed by Vesper Corporation as of May 29, 1992, who becomes an Employee in connection with the acquisition of the LG Potato Chip Company division of Vesper Corporation on or about May 29, 1992, hours of service with Vesper Corporation prior to May 30, 1992, shall be considered Hours of Service in accordance with this Section 2.28. This provision shall be effective for purposes of both Article III and Article XI. (f) In determining the Hours of Service of any individual employed by Precision Printing and Packaging, Inc. as of December 31, 1994, hours of service with such corporation or with International Label Company shall be considered Hours of Service in accordance with this Section 2.28. This provision shall be effective for purposes of both Article III and Article XI. 2.29. "Indexed Balanced Fund". The separate portion of the Fund which is to be invested in accordance with Section 9.11. 2.30. "Managed Balanced Fund". The separate portion of the Fund which is to be invested in accordance with Section 9.12. 2.31. "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 -11- determination is as of the end of a Processing Period, or (b) the date otherwise specified in the Plan. 2.32. "Medium-Term Fixed Income Fund". The separate portion of the Fund which is to be invested in accordance with Section 9.9. 2.33. "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. 2.34. "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 an Account. 2.35. "Participating Employer". (a) As of April 1, 1994, the Company and the following Subsidiaries: AB Contract Services, Inc. Anheuser-Busch, Incorporated August A. Busch & Co. of Massachusetts Busch Agricultural Resources, Inc. Eagle Snacks, Inc. Metal Container Corporation Manufacturers Railway Company Pacific International Rice Mills, Inc. (b) Any other Subsidiary which may hereafter become a party hereto in the manner provided in Article XXII. (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. 2.36. "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. 2.37. "Plan". This Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) as herein established and as it may be amended from time to time. -12- 2.38. "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. 2.39. "Processing Period". Each calendar month or such other period as may be designated by the Committee from time to time. 2.40. "Related Plans". The Anheuser-Busch Deferred Income Stock Purchase and Savings Plan, the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (for Certain Hourly Employees of Anheuser-Busch Companies, Inc. and its Subsidiaries) and effective July 1, 1994, the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (for Certain Employees of Campbell Taggart, Inc. and its Subsidiaries). 2.41. "Share". A share of common stock of the Company. 2.42. "Short-Term Fixed Income Fund". The separate portion of the Fund which is to be invested in accordance with Section 9.8. 2.43. "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. 2.44. "Supplemental Contributions". Amounts contributed to this Plan by Participating Employers pursuant to Section 6.1(b). 2.45. "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. 2.46. "Unallocated Shares". Shares held in the ESOP Loan Suspense Account which have not been allocated to the Account of a Participant. 2.47. "Trust Agreement". The separate Master Defined Contribution Trust Agreement entered into by and between the Company and the Trustee, as well as all other agreements and documents relating to the operation of the Master Defined Contribution Trust including, but not limited to, agreements appointing investment managers and agreements joining plans into -13- the Master Defined Contribution Trust Agreement. The Master Defined Contribution Trust Agreement, as may be amended from time to time, governs the establishment, investment and maintenance of the Fund. The Master Defined Contribution 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. 2.48. "Trustee". The corporation designated by the Company from time to time to act as Trustee under the Trust Agreement. -14- 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 the Employee completes one Year of Service. (b) Notwithstanding the foregoing, no Employee will be eligible to participate in this Plan if (i) such person's 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, or (ii) such person is deemed to be a leased employee (within the meaning of Section 414(n) of the Code) of an Employing Company. 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, an Eligible Employee's election 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 such person completes one Year of Service. 3.3. Re-Employment Following a Break in Service. (a) An Employee who has five consecutive breaks in service before becoming eligible to participate in this Plan and who is subsequently re-employed 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 such person's re-employment date before such person becomes an Eligible Employee. (b) An Eligible Employee who has one or more breaks in service and who is subsequently re-employed by a Participating Employer shall be eligible to participate in this Plan immediately upon re-employment. 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 (the "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 -15- succeeding twelve-month period beginning on the anniversary of the Employee's initial employment date shall be an eligibility computation period until the Employee 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 the Employee 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 re-employed shall be the twelve-month period beginning on the first date (the "re-employment 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 the Employee's re-employment date shall be an eligibility computation period until the Employee 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 the Participant 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 such employee's former employment classification or by such employee's 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 such Participant's 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, the 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 10.5. (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 -16- 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 or Puerto Rico, after once having become a Participant, shall then be treated as if such Employee 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 such Employee's rights thereafter shall be determined pursuant to this Section 3.6. (e) If, as a result of an employment transfer, 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 such Participant's 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 transfer shall be deemed to have made identical elections regarding the rate, type and investment of contributions to this Plan. -17- 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 the 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 7.2 and 7.3, 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 the Participating Employer to withhold the percentage of Base Pay indicated by the Participant but subject to the limitations set out in Section 7.4, 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. -18- 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 the 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 the 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 l0% 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 the Participant's unmatched contribution rates may not be more than 10% of the Participant's Base Pay. -19- 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, either directly or indirectly by way of (i) release of available Unallocated Shares having an equivalent value, or (ii) the access or use of any funds held in the ESOP Loan Payment Accumulation Account, 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 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) Each Participating Employer shall also contribute, directly or indirectly by way of (i) release of available Unallocated Shares having an equivalent value, or (ii) the access or use of any funds held in the ESOP Loan Payment Accumulation Account, for each Plan Year (or portion thereof) of its participation in this Plan, its proportionate share of any Supplemental Contribution for any Plan Year. Supplemental Contributions shall be determined by the Committee under Section 6.3. (c) If so directed by the Company from time to time, each Participating Employer shall also contribute for each Plan Year (or portion thereof) of its participation in this Plan, either directly or indirectly by access or use of any funds held in the ESOP Loan Payment Accumulation Account, its proportionate share of the amount, if any, by which dividends transferred to the ESOP Loan Payment Accumulation Account for such year exceeds the value of Shares available for release from the ESOP Loan Suspense Account in connection with such transfer. (d) 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. (e) For purposes of this Section 6.1, the value of such Shares released from the ESOP Loan Suspense Account shall be the Closing Price on the last trading day prior to the date of release or such other date as may be determined by the Committee for this purpose. 6.2. Contribution Rate For Company Matching Contributions. The contribution rate for Company Matching -20- Contributions is a decimal fraction, expressed to four places, determined by the Committee prior to the beginning of each Plan Year, which shall not change during a Plan Year. Such contribution rate shall be established by dividing (a) 2-1/2% of the Company's Consolidated Net Income for Plan Purposes for the Company Year most recently ended, by (b) 6% of the eligible payroll for such Company Year, but shall never be less than .3333 nor more than .7500. Notwithstanding the foregoing, the Company, in its sole discretion as Plan Sponsor, may establish a contribution rate for a Plan Year which is greater than the rate determined in accordance with the preceding sentence. The "eligible payroll" for any Company Year shall be the sum of (c) the total Base Pay accrued for that Company Year for all Employees of all of the Employing Companies which will be Participating Employers for the Plan Year for which the contribution rate is being established and, without duplication, (d) the total "Base Pay" accrued for such Plan Year for all "employees" of all of the "employing companies" which will be "participating employers" in all the Related Plans, and (e) the total "compensation", as defined in Section 2.9 of the Anheuser-Busch Employee Stock Purchase and Savings Plan, accrued for such Plan Year for all "employees" of all "employing companies" which are "participating employers" in such plans. For purposes of this paragraph, the quoted terms shall have the meanings set out in such other plans. Consolidated Net Income and payroll shall be determined by excluding the earnings and payroll of Sea World, Inc., Campbell Taggart, Inc. and their respective subsidiaries until such time as the Company determines that such exclusion is no longer appropriate, in part or in full. 6.3 Determination of Supplemental Contribution. (a) As soon as practicable after the close of each Plan Year, the Committee shall determine the amount of the Supplemental Contribution, if any, for such Plan Year. The Supplemental Contribution shall be computed by first computing a Tentative Supplemental Contribution and then adjusting such figure as set forth herein. The Tentative Supplemental Contribution shall be computed as follows: first, the average Closing Price of Shares released from the ESOP Loan Suspense Account for the Plan Year for this Plan and each Related Plan shall be determined. Second, the ESOP Share Cost of such released Shares shall be increased by (i) five percent (5%) for the first Plan Year, and (ii) ten percent (10%) compounded annually for each full Plan Year which has elapsed since the ESOP Loan proceeds were received by the Trustee, or for any Plan Year, such other percentage as may be determined by the Committee from time to time. (For partial years, a proportional part of the applicable percentage increase shall be used based on the number of full months in the Plan Year during which the ESOP Loan is outstanding.) The ESOP Share Cost so increased shall be referred to as the Hurdle ESOP Share Price -21- for such Plan Year. If the average Closing Price of the Shares released from the ESOP Loan Suspense Account for the Plan Year is equal to or less than the Hurdle ESOP Share Price for the Plan Year, there shall be no Tentative Supplemental Contribution for such Year. If such average Closing Price is greater than the Hurdle ESOP Share Price for the Plan Year, the difference shall be computed and multiplied by the number of Shares actually released from the ESOP Loan Suspense Account for this Plan and each Related Plan during the Plan Year. The figure so obtained shall be apportioned among this Plan and the Related Plans based on the ratio that the aggregate formula amount (as defined in Section 6.1(a)) of each plan attributable to those Participants eligible to have a Supplemental Contribution allocated to their Accounts for such Plan Year, bears to the combined aggregate formula amount of all plans attributable to those Participants eligible to have a Supplemental Contribution allocated to their Accounts for such Plan Year, and the portion allocated to this Plan shall be this Plan's Tentative Supplemental Contribution for the Plan Year. If there is more than one ESOP Loan outstanding for any Plan Year, the Tentative Supplemental Contribution shall be the sum of the amounts computed under this Section with respect to the Shares in the separate ESOP Loan Suspense Accounts. This Plan's Tentative Supplemental Contribution shall then be reduced by the amount of this Plan's "Carryover Amount", if any, for the Plan Year, and increased by the amount of its "Surplus Amount", if any, for such Plan Year, as such terms are described in subsection (b). (b) For purposes of this Section, the "Carryover Amount" shall be equal to the excess, if any, of (i) the total Supplemental Contributions of this Plan for all prior Plan Years (without regard to forfeitures) over (ii) the total Tentative Supplemental Contributions of this Plan for all prior Plan Years (without regard to forfeitures). The "Surplus Amount" shall be the excess, if any, of (iii) the Closing Price as of the last trading day prior to the end of the Plan Year of all Suspense Shares required to be released from this Plan's ESOP Loan Suspense Account for such Plan Year but which were otherwise not released throughout such Plan Year multiplied by the number of such Shares, over (iv) the Tentative Supplemental Contribution of this Plan for such Plan Year (without regard to forfeitures). (c) For purposes of this Section, the "ESOP Share Cost" shall be the average price at which the Trustee acquires Shares with the proceeds of an ESOP Loan. For each ESOP Loan entered into by the Trustee there shall be a separate ESOP Share Cost which shall be uniform for each Share acquired with the proceeds of such loan. 6.4. Payment and Payment Date. Each Participating Employer's Company Matching, Supplemental, and any other type of contribution for the Plan Year, to the extent actually required -22- 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 Company's treasury), or a combination of both, and if delivered wholly or partially in Shares, such Shares shall be valued at the Mean Price on the date of delivery. 6.5. Allocation to Participants' Accounts. (a) 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 such Participant's Account from the Company Matching Contributions for any Processing Period of such Plan Year an amount equal to thirty-five percent of such Participant's matched Personal Contributions actually withheld during such Processing Period. (b) Supplemental Contributions shall be allocated to the Accounts of Participants as of the end of each Plan Year in accordance with the ratio that the sum of the individual Participant's Company Matching Contributions allocated (and not then forfeited) for such Plan Year bears to the total Company Matching Contributions allocated (and not then forfeited) for such Plan Year. In order to receive a Supplemental Contribution allocation for a Plan Year, a Participant (or the Participant's Beneficiary) must have an existing Account balance in the Plan as of the last day of such Plan Year. Notwithstanding anything to the contrary in this Plan, no Supplemental Contribution shall be allocated to the Account of an alternate payee under a qualified domestic relations order (as described in Section 414(p) of the Code) unless otherwise specifically required under such order. -23- ARTICLE VII Procedures and Limitations on Personal Elections 7.1. Election Procedures. (a) An election to make Personal Contributions must be delivered to the 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 Personal Contributions, or cease making Personal Contributions altogether, by delivering such an instruction to the Employee 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), the Participant's contribution rate for 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. -24- (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 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 person, to (y) such person's 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 -25- 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 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 -26- 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 2.27(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 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, Company Matching and Supplemental Contributions for such person, to (y) such person's 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, Company Matching and Supplemental 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. -27- (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. (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 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 After-Tax Contributions of Highly Compensated employees. (f) The determination of the amount of excess After-Tax 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 and Supplemental Contributions, and the Taxable Compensation, of certain family members shall be taken into account as provided in Section 2.27(g). Excess -28- 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 Article XIII 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 making Personal Contributions upon delivering appropriate instructions in accordance with Section 7.1. (b) A Participant who has made a withdrawal pursuant to Section 14.1 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 the 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 the Company's treasury), or a combination of both. If contributions are transmitted in Shares, such shares shall be valued at the Mean Price on the date of delivery. -29- ARTICLE VIII ESOP Loans 8.1. Terms of ESOP Loan. The Trustee will be specifically empowered to borrow funds (including a borrowing from the Company or any other of the Employing Companies) to acquire Shares or repay a prior ESOP Loan, subject to the conditions set forth in this Section 8.1. The terms of each ESOP Loan must, at the time the loan is made, be at least as favorable to the 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 Trust or the Participants' Accounts, except that an ESOP Loan may be guaranteed by the Company 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 Trust assets may be pledged as collateral for an ESOP Loan, and no lender shall have recourse against Trust assets other than (a) collateral given for the ESOP Loan, (b) amounts held under the ESOP Loan Payment Accumulation Account (other than Company Matching or Supplemental Contributions of Shares), and (c) earnings attributable to such collateral. An ESOP Loan shall not be payable on demand except in the event of default. In the event 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 Trust to meet the payment schedule of the ESOP loan. Payments of principal and/or interest on any ESOP Loan shall be made by the Trustee in accordance with Section 8.7. The Committee shall direct the Trustee to enter into any loan transaction approved by the Board and conforming with the provisions hereof. 8.2. Acquisition of Shares with proceeds of ESOP Loan. The ESOP Loan proceeds shall be used by the Trustee within a reasonable time after receipt to acquire Shares or to repay a prior ESOP Loan. In acquiring Shares, the 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 an ESOP Loan Suspense Account established by the Trustee pursuant to Section 10.10(a). 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 Trust assets. Any pledge of Shares must provide for the release of Shares not later than as payments on -30- the ESOP Loan are made by the Trustee and for Shares so released to be transferred as appropriate for allocation to Participants' Accounts pursuant to Sections 8.4 and 8.6 and regulations promulgated under ERISA and the Code. 8.3. 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 Trust, whether or not the Plan 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. 8.4. Release from ESOP Loan Suspense Account. Each year a number of Shares shall be released from the ESOP Loan Suspense Account. Such number shall be determined as follows: the number of Shares held in the ESOP Loan Suspense Account at the beginning of the applicable 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 current Plan Year, and the denominator shall be the numerator plus the principal and interest to be paid on the loan amortization payment schedule for all future Plan Years. Unless otherwise determined by the Committee, a substantially equal number of Shares shall be released from the ESOP Loan Suspense Account for each calendar quarter during the Plan Year. Such Shares shall be deemed acquired by the Company Stock Fund at the Closing Price on the last trading day prior to the date of release or such other date as may be determined by the Committee for this purpose, and shall, in accordance with procedures adopted by the Committee, be allocated to the Accounts of Participants at the average price(s) determined under Section 10.2 in substitution for Shares otherwise required to be allocated; provided that if and when the Committee changes from Share accounting to unit accounting under the Company Stock Fund, Company Stock Fund units representing the Participant's interest in such released Shares shall be allocated to the accounts of Participants in substitution for Company Stock Fund units otherwise required to be allocated. In connection with such releases, it is intended that the Trustee will transfer funds to the ESOP Loan Payment Accumulation Account for each month equal to the total value of Shares released from the ESOP Loan Suspense Account for such month. Such transferred funds shall represent Personal Contributions, Company Contributions and dividends that are required to be invested in the Company Stock Fund and allocated to the Accounts of Participants. 8.5. Use of Company and Personal Contributions for ESOP Loan Payments. In order to accumulate the necessary funds for ESOP loan repayment, all Company and Personal Contributions to this Plan which are to be invested in the Company Stock Fund shall be available for ESOP loan repayment. It is intended that -31- Company Contributions under Section 6.1(d), Company Matching Contributions and Personal Contributions, together with earnings thereon, shall be applied to ESOP loan repayment as provided under Section 8.7. 8.6. Use of Dividends for ESOP Loan Payments. In the event a dividend on Company stock is paid and an ESOP loan is outstanding, such dividend shall, except where directed otherwise by the Committee, be applied to ESOP loan repayment. It is intended that dividends on Company stock be deemed applied to ESOP loan repayment to the extent that such dividends, if so applied, would be tax deductible to the Company under Section 404(k) of the Code, and that the Committee will direct that dividends be applied to purposes other than ESOP loan repayment only where such a tax deduction would not be available. In any case in which dividends on Allocated Shares are applied for ESOP Loan repayment, 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 the ESOP Loan Suspense Account shall be the Closing Price on the last trading day prior to the date of release or such other date as may be determined by the Committee for this purpose, and for other Dividend Replacement Shares, shall be the replacement cost to the Trust. As long as the Committee 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 8.6 as of the end of the Processing Period in which such dividends were paid by the Company. If and when the Committee changes from Share accounting to unit accounting with respect to the Company Stock Fund, Dividend Replacement Shares shall be applied to increase the value of Company Stock Fund units. 8.7. ESOP Loan Payments. The Trustee shall, from time to time, 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. Such transfers (including the transfers described in Section 8.4), and the corresponding ESOP loan payments shall be treated as derived from the following sources, in the following order to the extent of assets available from such sources at the time of transfer: (a) First, if directed by the Committee, proceeds from the sale, exchange, or disposition of Shares or other assets held in the ESOP Loan Suspense Account and earnings thereon; (b) Second, from dividends on Shares in accordance with Section 8.6 and, to the extent permitted under applicable law, earnings thereon; -32- (c) Third, from Company Contributions under Section 6.1(d) and earnings thereon; (d) Fourth, from Company Matching Contributions and earnings thereon; (e) Fifth, from Supplemental Contributions and earnings thereon; (f) Sixth, from Before-Tax Personal Contributions made by Participants and earnings thereon; and (g) Last, from After-Tax Personal Contributions made by Participants and earnings thereon. This provision shall not be construed to preclude the transfer of funds out of the ESOP Loan Payment Accumulation Account or ESOP Loan Suspense Account for other Plan purposes, provided that no such transfer shall alter the order of priority established by this provision. Further, any funds remaining in the ESOP Loan Payment Accumulation Account or ESOP Loan Suspense Account at the end of the Plan Year and not applied to ESOP loan repayment shall be used as otherwise provided in this Plan. -33- ARTICLE IX Investment of Contributions 9.1. Investment of Company Matching and Supplemental Contributions. All Company Matching and Supplemental Contributions shall be invested in the Company Stock Fund at all times except to the extent that any of such contributions are held by the Trustee in the ESOP Loan Payment Accumulation Account or ESOP Loan Suspense Account. 9.2. 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 Investment Fund. Except as provided in Section 9.6, 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. 9.3. 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. 9.4. A Participant's Investment Direction for Current Contributions. In connection with an initial election to participate in the Plan, each Participant shall indicate how current contributions credited to such Participant's Account which are subject to the Participant's investment direction are to be invested. A Participant may change 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. 9.5. A Participant's Investment Direction for Accumulated Account Balances. (a) Either with or without changing 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 the Participant's Account be transferred pursuant to Section 10.4 between or among available Investment Funds, in 1% increments, provided that all Shares or units in the Company Stock Fund required under Section 9.2 to be -34- 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 9.6 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. 9.6. 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 attainment of age 55, to diversify the investment of all Shares or Company Stock Fund Units in the Participant's Account, other than those attributable to Company Matching and Supplemental Contributions, by directing the transfer thereof, in 1% increments, into any other Investment Fund. 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. 9.7. The Company Stock Fund. Except for interim investments of the type permitted by the Short-Term Fixed Income 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 cash for purposes of liquidity. Shares may be acquired by the Trustee in any of the following transactions: (i) purchases from the Company or otherwise, at a price not greater than the Mean Price on the date of purchase; -35- (ii) purchases on the open market; or (iii) deemed purchases from an ESOP Loan Suspense Account, at a price not greater than the Closing Price on the last trading day prior to the date of release from the Suspense Account or such other date as may be determined by the Committee for this purpose. 9.8. 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 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. 9.9. 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; -36- (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. 9.10. 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 funds shall be the realization of dividends and capital growth closely approximating the results of the group of stocks comprising the Standard & Poor's 500 Composite Index from time to time. Such funds 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 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 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 -37- 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. 9.11. The Indexed 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 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 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. 9.12. 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, -38- 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 Standard & Poor's 500 Composite Index and the Lehman Brothers Government Corporate Bond Index, respectively. 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. 9.13. Earnings, etc. Except as provided in Section 8.6, 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 the Company (from authorized but unissued Shares or out of Shares held in the Company's treasury) 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 Mean Price on the date of purchase. Alternatively, the Trustee may obtain Shares from other sources, including Shares released from the ESOP Loan Suspense Account. 9.14. Reports to Participants. The Committee shall furnish each Participant, at least semi-annually, a statement of the Participant's 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. -39- 9.15. Voting of Shares. (a) Each Participant (or, if deceased, the Participant's 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 Allocated Shares or Allocated Share Equivalents credited to the Participant's Account in the Plan, 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 the 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 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) who has Allocated Shares or Allocated Share Equivalents 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 such Participant's (or Beneficiary's) 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. Such pro rata portion shall be equal to the aggregate number of votes attributable to Shares or Share Equivalents described in clauses (i)-(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 of all Participants (and Beneficiaries) who have provided timely instructions to the Trustee under this Section 9.15. (c) For purposes of this Section, 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 -40- 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. 9.16. Tendering of Shares and Rights. (a) Each Participant (or, if deceased, the Participant's 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 the Participant's (or Beneficiary's) Account in the Plan, 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 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 shall also be considered to have directed the Trustee, as a named fiduciary, in proportion to the direction given or deemed to have been given with respect to such Participant's (or Beneficiary's) 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. 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 of all Participants (or Beneficiaries). (c) 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 -41- 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 such Participant's (or Beneficiary's) 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. 9.17. 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 9.1, 9.2 or 9.5 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. -42- ARTICLE X Maintenance and Valuation of Accounts 10.l. 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. 10.2. 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 (directly or indirectly through, for example, release of Unallocated Shares from the ESOP Loan Suspense Account) 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 (other than contributions used to acquire Unallocated Shares) before such contributions are allocated to the Accounts of Participants (including dividends received on Shares acquired with such contributions and such earnings and the value of Dividend Replacement Shares described in Section 8.6) shall be applied to compute the average price per Share, -43- (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), and (vi) the Shares acquired through release of Unallocated Shares shall be deemed to have been acquired at the Closing Price on the last day prior to the date of release or such other date as may be determined by the Committee for this purpose. 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, 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 the Participant's Account which first trades "ex-dividend" or "ex-distribution" 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. -44- (c) Except as provided in Section 8.6, dividends and other cash distributions received on Allocated 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), including Dividend Replacement Shares described in Section 8.6, 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 may, in the Committee's discretion on a uniform and consistent basis, be applied to increase the value of Company Stock Fund units. 10.3. 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 of the end of each Processing Period, there shall be credited to each Participant's Account additional units or interests, as appropriate, of each other Investment Fund in which the Participant's 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 such funds, the Trustee shall be entitled to accept the most recent valuations received from their managers. 10.4. Transfers Between Funds. All transfers of investments between Investment Funds to comply with a Participant's investment direction or to comply with Section 12.8 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 -45- 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. 10.5. 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 Investment Fund's manager. 10.6. 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 Committee, and all Participants and their respective Beneficiaries. 10.7. 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 the Participant's Account. 10.8. 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 -46- 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 period exceeding twelve (12) months prior to the date the Participant notifies a Plan representative of the error. 10.9. 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. 10.10 Unallocated Accounts. The Trustee shall establish and maintain in the Trust the following accounts for purposes of holding and investing amounts not allocated to the individual accounts of Participants: (a) An account to be designated the "ESOP Loan Suspense Account" to hold Unallocated Shares acquired with the proceeds of an ESOP Loan until such time as they are released and allocated to Participants' Accounts in accordance with Section 8.4. If so directed by the Committee, the 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 in lieu of maintaining an ESOP Loan Payment Accumulation Account as described in (b) below. -47- (b) An account to be designated the "ESOP Loan Payment Accumulation Account" to hold and accumulate such funds as are transferred thereto pursuant to Sections 8.4 and 8.7 to make future ESOP Loan amortization payments or for use as provided in Section 8.7. Pending application of funds to ESOP Loan payment or other Plan purposes, the ESOP Loan Payment Accumulation Account shall be invested in the Short-Term Fixed Income Fund or in a separate but similar fund invested in the manner described in Section 9.8. 10.11. 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 Investment Funds, or Participant loans as of the last day of a Processing Period 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. -48- ARTICLE XI Vesting 11.1. 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. 11.2. Company Matching and Supplemental Contributions. The portion of a Participant's Account which is attributable to Company Matching and Supplemental Contributions for any Plan Year (including earnings thereon) shall vest and become non-forfeitable when such Participant completes two years of Vesting Service. 11.3. 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 the individual's 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) The Employment Commencement Date shall be the date on which an individual 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 the individual quits, is discharged, retires or dies, or the first anniversary of the date the individual is absent from service for any reason, unless otherwise provided in subsection (d) or (h) of this Section. (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 regular employment within thirty (30) days after expiration of the leave of absence. If the individual fails to return within such period, the individual's Severance from Service Date shall be the earlier of the expiration of the individual's leave of absence or the first anniversary of the date on which the individual's leave of absence began. -49- (ii) Absence for any period while in the service of the government of the United States under circumstances such that the individual has re-employment 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 re-employment rights are guaranteed, failing which such individual's Severance from Service Date shall be the first day of the period during which the individual 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 the individual 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 which the individual 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 2.28(b)(vii) 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 re-employed, 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 and Supplemental Contributions portion of the Participant's Account, as accumulated prior to such severance. The foregoing sentence shall not apply to any Participant whose -50- entire account balance is not vested on the Participant's Severance from Service Date 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 re-employed 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. 11.4. Change in Control of the Company. Notwithstanding the foregoing provisions of this Article XI, in the event of a "Change in Control of the Company" (as defined herein), the nonvested portion of a Participant's Account which is attributable to Company Matching and Supplemental 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 the Company occurs. For purposes hereof, a "Change in Control of the Company" shall occur if any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the 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 the Company. This Section shall not apply to any Participant who is not employed by an Employing Company at the time the Change in Control of the Company occurs. -51- ARTICLE XII Distributions 12.1. 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 the Participant ceases to be an employee of any Employing Company, or who has completed two years of Vesting Service or is otherwise vested under the provision of Article XI, shall receive (or if not then living, his Beneficiary shall receive), at the time provided in Section 12.2 hereof, in a single distribution, the Participant's 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 the Participant is not living at the time of distribution the Participant's Beneficiary shall receive), at the time provided in Section 12.2 hereof, in a single distribution, the portions of the Participant's Account attributable to Personal Contributions. Such Participant shall forfeit the portion of his Account which is attributable to Company Matching and Supplemental Contributions in accordance with Section 11.3(i). 12.2. Time and Method of Distribution. (a) Except as provided otherwise in this Section 12.2, every distribution under Section 12.1 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 (iii) The date on which the Participant ceased to be an employee of any Employing Company. Notwithstanding anything to the contrary herein, distributions under this Plan shall commence not later than -52- 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 the preceding paragraph after age 70-1/2 may be distributed in cash at the Participant's election. Subject to Section 12.8, 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 in the case of unit accounting 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, the Participant's Beneficiary) entitled to a distribution hereunder may elect to defer such distribution to the end of the Plan Year during which the Participant's Account would otherwise be distributed, so as to participate in the allocation of any Supplemental Contribution for such Plan Year. Such Participant shall indicate, in accordance with procedures promulgated by the Committee, whether the Participant or Beneficiary 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, the Participant or Beneficiary 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 XIII, the Committee shall provide to the Participant a notice describing the right to defer -53- 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, such Participant 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 the Participant's Account as of the end of any Processing Period permitted under this Section; (ii) the right to make changes in the investments of the Participant's Account in accordance with Article IX; (iii) the right to vote and tender Shares or Allocated Share Equivalents held in the Participant's Account in accordance with Sections 9.15 and 9.16, respectively; (iv) the right to change the Participant's designated Beneficiary or Beneficiaries from time to time in accordance with Section 16.1; (v) the right to have Supplemental Contributions allocated to the Participant's Account for the Plan Year in which the Participant's termination occurred; and (vi) 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 12.1. An Account held hereunder for later distribution -54- 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. 12.3. Eligible Rollover Distributions. (a) Effective for distributions made on or after January 1, 1993, 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 401(a)(9) of the Code 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. 12.4. 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 the Participant is unable to perform the duties of the Participant's 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 the examination of the Participant to the Committee. 12.5. Reporting Persons. Any Participant who, by virtue of the Participant's position as an officer of the Company, is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 ("Reporting Person") shall have -55- the right to elect to receive a cash distribution in an amount equal to the fair market value of the Shares which the Participant would otherwise be entitled to receive under this Article or Article XIII, in lieu of any distribution of Shares. In such case, the fair market value shall be the Mean Price in the case of Share accounting, and the Closing Price in the case of unit accounting, at the end of the Processing Period as of which a distribution is made. Any notice of a cash election of amounts distributable pursuant to this Article or Article XIII shall be valid only if such Reporting Person files a written notice of such cash election in the time and manner prescribed by the Committee. Any election under this Section 12.5 must be made, if at all, with respect to all Shares available for distribution, and once made may not be revoked. 12.6. 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. 12.7. Early Distribution under Domestic Relations Order. If the Committee shall receive an order that is finally 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 XII of any amount distributable to the alternate payee under the order. 12.8. 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 10.4, to the Company Stock Fund and thereafter distributed. Under no circumstances will a fractional Share be distributed. -56- ARTICLE XIII Withdrawals While Employed 13.1. Elective Right to Make Certain Withdrawals. (a) Any Participant may withdraw any part of the Participant's Account which is attributable to (i) After-Tax Unmatched Contributions, (ii) After-Tax Matched Contributions which have been in the Participant's Account for at least one full Plan Year after the contributions were made, and (iii) Company Matching Contributions attributable to Personal After-Tax Contributions made before April 1, 1994, which have been in the Participant's Account for at least two full Plan Years after the contributions were made; provided that, if any part of a Participant's Account described in this paragraph (iii) is withdrawn, the Participant shall not be permitted to make any Personal Contributions to the Plan or to have any Company Matching Contributions credited to the Participant's Account for a period of six months. Any withdrawals 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 may withdraw any part of the Participant's Account which is attributable to (i) Company Matching Contributions attributable to Personal Before-Tax Contributions made before April 1, 1994, which have been in the Participant's Account for at least two full Plan Years after the contributions were made, and (ii) After a Participant has attained age 59-1/2, (A) Before-Tax Matched Contributions which have been in the Participant's Account for at least one full Plan Year after the contributions were made, (B) Before-Tax Unmatched Contributions, and (C) Company Matching Contributions which have been in the Participant's Account for at least one full Plan Year after the contributions were made. Withdrawals under this subsection (b) shall be deemed made in the order listed above. -57- (c) Subject to Section 12.8, amounts withdrawn under this Section shall be distributed in cash. Amounts 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 to be 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 IX shall be permitted to withdraw so much of the vested Company Matching and Supplemental Contribution portions of the Participant's 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. 13.2. Protected Withdrawal Rights. Any Participant with an Account balance as of March 31, 1994 shall be entitled to any elective distribution or withdrawal right under the Plan as in effect on such date with respect to such Account balance; provided that any limitations or suspension penalties on such elective distribution or withdrawal rights in effect on March 31, 1994 may be reduced or eliminated in accordance with rules promulgated by the Committee. For any period of suspension after March 31, 1994, the Participant will not be permitted to make any Personal Contributions to the Plan. 13.3. Withdrawal Procedure. A Participant may request a withdrawal under this Article XIII 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 13.2, withdrawals shall be distributed in Shares or cash at the Participant's election. -58- 13.4. Frequency of Withdrawals. No more than two withdrawals may be made under this Article in any period of twelve consecutive months. -59- ARTICLE XIV Hardship Withdrawals l4.l. Eligibility and Procedure. This Article is applicable only to the portions of a Participant's vested Account which cannot be withdrawn under Article XIII 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 the Participant's 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 12.8 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 XV. (g) If a Participant shall have a hardship withdrawal approved, the Participant shall be suspended from Plan participation for twelve months from the date of distribution. -60- 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. -62- ARTICLE XV Loans to Participants l5.l. Procedure and Terms. A Participant may apply to the Committee for a loan from the Participant's 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 or Supplemental 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 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 the Participant's last known address at such time as the Committee shall deem appropriate. After the Participant shall be 90 days in arrears on loan -62- 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 the Participant's 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 the Participant's 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 the Participant's 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. (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 12.2. -63- (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 the Participant's loan. (k) A waiting period of two full calendar months is required after a loan is repaid in any manner before a new loan 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 15.1(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 payroll deductions for loan payments are to be discontinued prior to the full repayment of a loan, the Participant 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. -64- ARTICLE XVI Designation of a Beneficiary 16.1. 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 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 the Beneficiary 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 the Participant's 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 the Participant's death consents to the designation of the Beneficiary and acknowledges the effect of the -65- 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. (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 the Participant's date of death, the Participant's surviving spouse (if the Participant is married at the time of the Participant's death) or the Participant's estate (if it is established to the satisfaction of the Committee that the Participant 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 the Participant's spouse as Beneficiary but thereafter is divorced from such spouse and is not remarried on the Participant's date of death, such designation shall remain valid unless the Participant filed a later beneficiary designation form with the Committee. Further, if a Participant at any time 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 a 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 -66- 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 (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 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 the Participant's date of death, such funds shall remain payable to the Participant, as opposed to Beneficiaries, even if not received prior to the Participant's death. Any check or stock certificate issued after the Participant's date of death shall be the property of the Participant's Beneficiaries determined in accordance with this Section. (g) A Participant's Beneficiary designation on file with the Committee under a Related Plan shall be valid and binding under this Plan unless and until superseded as provided in this Article. 16.2. Renunciation of Death Benefit. A Beneficiary of a Participant entitled to a benefit under this Plan may disclaim the 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 disclaimer 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 -67- proportions) to which such benefit would have been distributable if the disclaiming Beneficiary had predeceased the Participant. -68- ARTICLE XVII Lost Distributees 17.1. 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 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. 17.2. 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. -69- ARTICLE XVIII Amendment or Termination 18.1. Company's Power to Amend or Terminate. (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 (i) the Board; (ii) subject to the limitations stated in Section 19.3(c), the Committee; or (iii) any officer of the Company authorized from time to time by the Board. 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 so that interest paid on any ESOP Loan shall be subject to the exclusion available under Section 133 of the Code, 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 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 -70- estates, shall be bound by any amendment effected by the Company pursuant to this Section. 18.2. 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 recapitali- zation 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 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 18.3(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. 18.3. Disposition of Assets on Termination. (a) Notwithstanding that the participation of a Participating Employer in this Plan may be terminated pursuant to Section 18.2, 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 -71- 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 Code), the Trustee shall distribute to each Participant formerly employed by such Participating Employer the Participant's proportionate share of the assets segregated from the Fund in the manner provided above, as reflected by the Participant's 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 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, 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. 18.4. 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, -72- 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. 18.5. 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 this Plan or the Plan 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 Company purchasing or assuming such loan, the 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 Committee and permitted under the terms of the ESOP Loan and Section 4975 of the Code and the regulations promulgated thereunder. Unless the Plan is also terminated at such time, termination of all or part of an ESOP Loan shall not affect the operation of other Plan provisions. -73- ARTICLE XIX Administrative Committee 19.1. 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 Chief Financial Officer 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 such Officer. 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 a written resignation to the Chief Financial Officer of the Company and to the then-acting Secretary of the Committee. The members of the Committee shall serve as such without compensation. 19.2. 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 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. 19.3. 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 adminis- tration 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 -74- 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, 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 implement the ESOP Loan provisions of this Plan, including but not limited to (i) directing the Trustee with regard to any ESOP Loan, and (ii) determining the Supplemental Contribution under Section 6.3 for any Plan Year and the Participants to whom it shall be allocated. (e) 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. (f) 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 -75- 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. (g) 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. (h) 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 XIV. (i) 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. (j) To direct the Trustee to enter into ESOP Loans approved by the Board and otherwise meeting the criteria set out in Article VIII. (k) To adopt procedures designed to safeguard the confidentiality of information relating to the purchase, holding, and sale of Shares and the exercise of voting, tender and similar rights with respect to such Shares by Participants and Beneficia- ries. The Committee shall be responsible for insuring that such procedures are sufficient to safeguard the confidentiality of such information, that such procedures are being followed, and that an independent fiduciary is appointed to carry out activities relating to any situations which the Committee determines involve a potential for undue Company influence upon Participants and Beneficiaries with regard to the direct or indirect exercise of shareholder rights. 19.4. Forms and Procedures. 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 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 -76- time period or other requirement stated in this Plan or established by the Committee. 19.5. 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. 19.6. 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. 19.7. 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 and signed 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; (c) If the denial was occasioned by the failure of the claimant to furnish any necessary information, a description -77- 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 receipt of the notice of denial of the 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 a 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. 19.8. 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. Sec. 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 such person 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 such person 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 such person shall be finally adjudged in such action, suit or proceeding (i) to be liable for misconduct in the performance of such person's duties as such member or (ii) to have breached with respect to the Plan or its Trust any fiduciary duty imposed on such person by ERISA for which personal liability is imposed on such person 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 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 such person 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 such person 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 the person's 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 such person and incurred by such person in such capacity or arising out of such person's 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 such person's duties as such. -79- ARTICLE XX Prohibition Against Voluntary or Involuntary Assignments 20.1. No Liability for Participants' Debts. Except as otherwise required by law or provided in Article XV, 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 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. -81- ARTICLE XXI Competency of Distributees 21.1. 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 individual legally vested with the care of the person's estate has been appointed. 21.2. Facility of Payment. (a) If any amount is payable hereunder to a minor or other person under legal disability or otherwise incapable of managing such person's 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. (c) The Committee shall not be required to see to the application of any payment made pursuant to this Section 21.2, 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. -81- ARTICLE XXII Becoming a Participating Employer 22.1. Authorization and Procedure. (a) Any Subsidiary may, with the consent of the Chief Financial Officer 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. 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. 22.2. 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 such Participant is then employed. If any such transferred Participant thereafter terminates 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. 22.3. 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 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 X hereof. -82- 22.4. 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. 22.5. 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. -83- ARTICLE XXIII Limitations Applicable to All Contributions to this Plan 23.1. Special Limitation on Annual Additions For Any Participant For Any Year. (a) No Participant shall have an annual addition to the Participant's 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 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 such Participant's 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 benefit plan fraction" and such Participant's "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. If such other 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 in accordance with procedures established by the Committee. (d) For purpose of this Section, "annual addition" shall mean the sum of the Before-Tax Contributions, After-Tax Contributions, Company Matching and Supplemental 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 -84- 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. -85- 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 or Supplemental 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, 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. Sec. 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. -86- (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 Trust Agreement, all other expenses of the Plan and its administration may be paid by the Participating Employers, in such proportions as the Company shall determine. 24.4. Notice of Address. It is the duty of every Participant to keep the employer informed of the Participant's 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 XVII. 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 the person 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 -87- 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. 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 the Participant 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. -88- 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 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 effective as of the 1st day of April, l994. ANHEUSER-BUSCH COMPANIES, INC. By Jerry E. Ritter Chief Financial Officer Attest: JoBeth Brown Secretary raw\401kuni.94 -89- EX-4.7 3 Exhibit 4.7 MASTER DEFINED CONTRIBUTION TRUST AGREEMENT by and between ANHEUSER-BUSCH COMPANIES, INC. and MELLON BANK, N.A. MASTER DEFINED CONTRIBUTION TRUST AGREEMENT THIS MASTER TRUST AGREEMENT made and entered into on this day of June, 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; 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 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. 2 (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. (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 3 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. 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. 4 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 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. 5 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 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 6 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 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) 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 7 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 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 8 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 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 9 the Master Trustee in writing of the manner that such contribution is to be allocated among the Investment Accounts. 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 so as to minimize the risk of 10 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, 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, 11 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; (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; 12 (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 Trustee from time to time by the Administrative Committee or Asset Manager pursuant to Section 5. 13 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 IIA 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; (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 14 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 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; 15 (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 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; 16 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. Sec. 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: (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 17 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; (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. 18 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 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; 19 (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 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. 20 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 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 21 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 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 in 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 22 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. 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. 23 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. 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 24 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 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 25 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 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 26 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 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. 27 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 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 28 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 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. 29 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 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. 30 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 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 /s/ Jerry E. Ritter Jerry E. Ritter Chief Financial Officer MELLON BANK, N.A. By /s/ Robert T. Borza Name: Robert T. Borza Title: Vice-President 31 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) 32 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) 33 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 "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 "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 A-3 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 A-4 appropriate for allocation to 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. Shares may be released on two or more dates within a calendar quarter, so long as the total number of Shares released for the quarter is appropriate. 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. A-5 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 A-6 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 Plans as 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 A-7 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 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 directions to any other person, including employees, officers and directors of the Corporation or its affiliates. A-10 EX-4.8 4 Exhibit 4.8 First Amendment to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) as Amended and Restated Effective April 1, 1994 Effective as of April 1, 1994, Anheuser-Busch Companies, Inc. (the "Company") amended and restated the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (for Employees Covered by a Collective Bargaining Agreement) (the "Plan"). The Company reserved the right to further amend the Plan from time to time and hereby amends the Plans as follows: Effective January 1, 1995, the Anheuser-Busch Employee Stock Purchase and Savings Plan shall be merged with the Plan. Immediately after the merger, each Participant shall be entitled to receive a benefit (if this Plan terminated) which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger (if such plan then terminated). After the merger, the rights and benefits of the Participants shall be governed by the provisions of this Plan. IN WITNESS WHEREOF, the Company has executed this First Amendment by and through one of its duly authorized officers effective as of January 1, 1995. ANHEUSER-BUSCH COMPANIES, INC. By JERRY E. RITTER Jerry E. Ritter Chief Financial Officer EX-5.5 5 Exhibit 5.5 INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY DISTRICT DIRECTOR P O BOX A-3617 DPN20-6 CHICAGO, IL 60690 Employer Identification Number: Date: January 30, 1995 43-9162835 File Folder Number 480002090 ANHEUSER-BUSCH COMPANIES, INC. Person to Contact: ONE BUSCH PLACE FRITZ PEARSON ST. LOUIS, MO 63118 Contact Telephone Number (414) 798-0860 Plan Name: DEFERRED INCOME STOCK PURCHASE AND SAVINGS PLAN (UNION) Plan Number: 064 Dear Applicant: We have made a favorable determination on your plan, identified above, based on the information supplied. Please keep this letter in your permanent records. Continued qualification of the plan under its present form will depend on its effect in operation. (See Section 1.401.4(b)(3) of the Income Tax Regulations). We will review the status of the plan in operation periodically. The enclosed document explains the significance of this favorable determination letter, points out some features that may affect the qualified status of your employee retirement plan, and provides information on the reporting requirements for your plan. It also describes some events that automatically nullify it. It is very important that you read the publication. This letter relates only to the status of your plan under the Internal Revenue Code. It is not a determination regarding the effect of other federal or local statutes. This determination is subject to your adoption of the proposed amendments submitted in your letter dated December 18, 1994. The proposed amendments should be adopted on or before the date prescribed by the registration under Code section 401(b). This plan also satisfies the requirements of Code section 414(m). This determination letter is applicable for the amendments adopted on March 14, 1994. This determination letter is also applicable for the amendment(s) adopted January 1, 1994. This plan is an employee stock ownership plan with a cash or deferred arrangement described in Code section 401(k). This plan satisfies the requirements of Code section 4975(c)(7). Letter 835 (DO/CG) -2- ANHEUSER-BUSCH COMPANIES INC This plan satisfies the minimum coverage and nondiscrimination requirements of sections 410(b) and 401(a)(4) of the Code because the plan benefits only collectively bargained employees or employees treated as collectively bargained employees. This letter is issued under Rev. Proc. 73-89 and considers the amendments required by the Tax Reform Act of 1986 except as otherwise specified in this letter. This plan qualifies for Extended Reliance described in the last paragraph of Publication 794 under the caption "Limitations of a Favorable Determination Letter". The information on the enclosed addendum is an integral part of this determination. Please be sure to read and keep it with this letter. If you have any questions concerning this matter, please contact the person whose name and telephone number are shown above. Sincerely yours, Marilyn W. Day District Director Enclosures: Publication 794 Reporting & Disclosure Guide for Employee Benefit Plans Addendum Letter 835 (DO/CG) -3- EX-5.6 6 Exhibit 5.6 March 21, 1995 Anheuser-Busch Companies, Inc. One Busch Place St. Louis, Missouri 63118 Re: Registration Statement on Form S-8 Relating to 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 Employees Covered by a Collective Bargaining Agreement) Ladies and Gentlemen: Anheuser-Busch Companies, Inc. (the "Company") proposes to file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, post-effective amendment No. 3 to Registration Statement on Form S-8 (No. 33-39714) (the "Registration Statement"), relating to shares of common stock, par value $1.00 per share, which are proposed to be sold to certain employees of the Company pursuant to the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Employees Covered by a Collective Bargaining Agreement) (the "Plan"). The Plan (as in effect prior to its 1994 restatement) was submitted to the Internal Revenue Service for determination regarding its compliance with the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Supplemental letters from the Company apprised the Service of certain amendments, including the 1994 restatement. The Company recently has received a favorable written determination letter in response to its submission, which letter is being filed as an Exhibit to the Registration Statement. In connection with the Registration Statement, I have examined the Plan as amended and restated effective April 1, 1994, corporate records of the Company, and such other documents and materials as I have considered relevant to the matters set forth below, and I have made such investigation of matters of law and fact as I have considered appropriate. Based on the foregoing, I am of the opinion that the Plan, as amended and restated effective April 1, 1994, and as further amended by Amendment No. 1 thereto, continues to be in compliance with all requirements of ERISA applicable thereto. I consent to the filing of this opinion as an exhibit to the aforesaid Registration Statement, and I consent to the use of my name in such Registration Statement. Very truly yours, JACQUELYN G. JOHNSON Jacquelyn G. Johnson EX-24.6 7 Exhibit 24.6 POWER OF ATTORNEY The undersigned Vice President and Controller 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 (a) Registration Statement No. 2-71762 on Form S-8 of shares of the common stock of the Company for issuance under Anheuser-Busch Employee Stock Purchase and Savings Plan; (b) 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; (c) 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); and (d) Registration Statement No. 33-46846 on Form S-8 for 400,000 shares of common stock of the Company for issuance under the Anheuser-Busch Deferred Income Stock Purchase and Savings Plan (For Hourly Employees of Busch Entertainment Corporation); this authorization to include the authority to sign the name of the undersigned in the capacity indicated below to the said Registration Statements to be filed with the Securities and Exchange Commission in respect of said securities, and to any amendments to said Registration Statements. IN WITNESS WHEREOF, the undersigned has executed a copy of this Power of Attorney as of July 18, 1994. GERALD C. THAYER Gerald C. Thayer Vice President and Controller (Principal Accounting Officer) EX-24.7 8 Exhibit 24.7 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 Act of 1933, as amended, and any rules, regulations and requirements of 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 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 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 Statements 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 -----END PRIVACY-ENHANCED MESSAGE-----