ANHEUSER-BUSCH COMPANIES, INC. KEY EMPLOYEE SEVERANCE PLAN

Exhibit 10.2

ANHEUSER-XXXXX COMPANIES, INC.
KEY EMPLOYEE SEVERANCE PLAN

WHEREAS, Anheuser-Xxxxx Companies, Inc. (the “Company”), InBev N.V./S.A. (the “Parent”) and Pestalozzi Acquisition Corp. have entered into that certain Agreement and Plan of Merger dated as of July 13, 2008 (the “Merger Agreement”); and

WHEREAS, the Company wishes to retain key employees and maintain a stable work environment; and

WHEREAS, contingent upon and effective as of the closing of the transactions contemplated by the Merger Agreement (the date on which the closing occurs being referred to as the “Effective Date”), the terms of this plan shall become effective;

NOW, THEREFORE, the Company hereby adopts the Anheuser-Xxxxx Companies, Inc. Key Employee Severance Plan (the “Plan”) for the benefit of certain key employees of the Company and its subsidiaries, on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to help retain qualified employees and maintain a stable work environment. The Plan, as a “severance pay arrangement” within the meaning of Section 3(2)(B)(i) of ERISA, is intended to be excepted from the definitions of “employee pension benefit plan” and “pension plan” set forth under Section 3(2) of ERISA, and is intended to meet the descriptive requirements of a plan constituting a “severance pay plan” within the meaning of regulations published by the Secretary of Labor at Title 29, Code of Federal Regulations §2510.3-2(b).

SECTION 1. DEFINITIONS. As hereinafter used:

1.1 “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

1.2 “Board” means the Board of Directors of the Company.

1.3 “Cause” shall mean that the Eligible Employee has: (a) willfully and continually failed to substantially perform, or been willfully grossly negligent in the discharge of, his or her duties to the Company or any of its subsidiaries (in any case, other than by reason of a disability, physical or mental illness or analogous condition), which failure or negligence continues for a period of ten (10) business days after a written demand for performance is delivered to the Eligible Employee by the Company, which specifically identifies the manner in which the Company believes that the Eligible Employee has not substantially performed, or been grossly negligent in the discharge of, his or her duties; (b) been convicted of or pled nolo contendere to a felony; or (c) materially and willfully breached any agreement with the Company, any of its subsidiaries or any Affiliate of the Company or any of its subsidiaries relating to the Eligible Employee’s status as an employee. No act or failure to act on the part of the Eligible Employee shall be deemed “willful” unless done, or omitted to be done, by the Eligible Employee in bad faith or without reasonable belief that the Eligible Employee’s act or failure to act was in the best interests of the Company.

1.4 “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time.

1.5 “Company” means Anheuser-Xxxxx, Companies, Inc., its subsidiaries or any successors thereto.

1.6 “Disability” means a physical or mental condition entitling the Eligible Employee to benefits under the applicable long-term disability plan of the Company or any of its subsidiaries, or if no such plan exists or if the Eligible Employee elects not to participate in any such plan, a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) or as determined by the Company in accordance with applicable laws.

1.7 “Effective Date” shall have the meaning set forth in the recitals hereof.

1.8 “Effective Period” shall mean the period commencing on the Effective Date and ending on the second anniversary of such date.

1.9 “Eligible Employee” means any full-time employee of the Company who is employed on the Effective Date and is designated as a participant in this Key Employee Severance Plan by the Plan Administrator (as set forth on Exhibit A hereto), other than any such employee who has separated employment from the Company or has given or received notice of termination of employment prior to the Effective Date. Notwithstanding the foregoing, any full-time employee of the Company who elects to participate in the Enhanced Retirement Program offered by the Company in 2008 shall not be considered an Eligible Employee.

1.10 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

1.11 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

1.12 “Excise Tax” means the excise tax imposed by Section 4999 of the Code, or any successor provision thereto, or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax.

1.13 “Final Determination” means a final determination by the Internal Revenue Service or, if such determination is appealed, a final determination by any court of competent jurisdiction.

1.14 “Good Reason” means, without the written consent of the Eligible Employee, (a) a reduction of at least five percent (5%) in the sum of (1) the Eligible Employee’s annual base salary and (2) the Eligible Employee’s aggregate target for short-

term and long-term incentive compensation awards, as determined and valued in accordance with the Company’s historical compensation practices, in each case as of immediately prior to the Effective Date (or as any of the foregoing may thereafter be increased from time to time), disregarding for this purpose (i) any integration or retention bonus implemented in connection with the transactions contemplated by the Merger Agreement; (ii) any across-the-board salary reductions similarly affecting all employees of the Company and all employees of each Person in control of the Company; and (iii) any reductions incorporated by the Company in its Blue Ocean Program as announced in June 2008, (b) a material reduction in duties and responsibilities from those in effect immediately prior to the Effective Date (or, if the Eligible Employee’s duties and responsibilities were reduced in connection with the transactions contemplated by the Merger Agreement, a material reduction from those in effect immediately prior to such reduction), or (c) the relocation of the Eligible Employee’s principal place of employment to a location more than 50 miles from the Eligible Employee’s principal place of employment immediately prior to the Effective Date, which relocation is adverse to the Eligible Employee, except for required travel on the Company’s business to an extent substantially consistent with the Eligible Employee’s business travel obligations as of immediately prior to the Effective Date. The Eligible Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder, provided that the Eligible Employee provides the Company with a written notice of resignation within ninety (90) days following the occurrence of the event constituting Good Reason (or, if later, within ninety (90) days following the Effective Date) and the Company shall have failed to remedy such act or omission within thirty (30) days following its receipt of such notice.

1.15 “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof.

1.16 “Plan” means the Anheuser-Xxxxx Companies, Inc. Key Employee Severance Plan, as set forth herein, and as it may be amended from time to time.

1.17 “Plan Administrator” means, (i) for purposes of administration of this Plan prior to the Effective Date, the Compensation Committee of the Board, and (ii) for purposes of administration of this Plan after the Effective Date, the Vice President, Corporate Human Resources of the Company, or other designee of the Company.

1.18 “Severance” means (a) the involuntary termination of an Eligible Employee’s employment by the Company or any subsidiary thereof, other than for Cause, death or Disability or (b) a termination of an Eligible Employee’s employment by the Eligible Employee for Good Reason, in each case, following the Effective Date and during the Effective Period, but only if such termination of employment constitutes a “separation from service” within the meaning of Section 409A of the Code and regulations and other guidance issued thereunder (“Section 409A”). In the event that an Eligible Employee’s termination of employment does not constitute a “separation from service” with the Company (within the meaning of Section 409A) because it occurs in connection with the sale or disposition of assets by the Company (or any successor

thereto) to a third party (the “Buyer”) following the Effective Date (including the sale of a subsidiary, division or business unit), then a “Severance” shall be deemed to occur upon a subsequent termination of the Eligible Employee’s employment with the Buyer if such termination would satisfy the conditions of the preceding sentence (had such Eligible Employee been terminated by the Company).

1.19 “Severance Date” means the date on which an Eligible Employee incurs a Severance.

1.20 “Tier 1 Employee” means any Eligible Employee designated by the Plan Administrator as a Tier 1 Employee (as set forth on Exhibit A hereto).

1.21 “Tier 2 Employee” means any Eligible Employee designated by the Plan Administrator as a Tier 2 Employee (as set forth on Exhibit A hereto).

1.22 “Tier 3 Employee” means any Eligible Employee designated by the Plan Administrator as a Tier 3 Employee (as set forth on Exhibit A hereto).

1.23 “Tier 4 Employee” means any Eligible Employee designated by the Plan Administrator as a Tier 4 Employee (as set forth on Exhibit A hereto).

SECTION 2. SEVERANCE BENEFITS

2.1 Generally. Subject to Sections 2.10, 2.11 and 4 hereof, if an Eligible Employee incurs a Severance during the Effective Period, the Eligible Employee shall be entitled to the severance payments and benefits pursuant to the applicable provisions of Section 2 of this Plan (the “Severance Payments”).

2.2 Payment of Accrued Obligations. Subject to Sections 2.10, 2.11 and 4 hereof, the Company shall pay to each Eligible Employee who incurs a Severance during the Effective Period a lump sum payment in cash, paid in accordance with applicable law, as soon as practicable but no later than 10 days after the Severance Date, equal to the sum of (a) the Eligible Employee’s accrued but unpaid base salary and any accrued but unpaid vacation pay through the Severance Date, and (b) the Eligible Employee’s annual bonus earned for the fiscal year immediately preceding the fiscal year in which the Severance Date occurs if such bonus has not been paid (unless previously deferred under the Company’s applicable deferred compensation programs) as of the Severance Date.

2.3 Tier 1 Employees.

(a) Cash Lump Sum Payment. Subject to Sections 2.10, 2.11 and 4 hereof, each Tier 1 Employee who incurs a Severance during the Effective Period shall be entitled to a cash lump sum payment equal to two times (2x) the sum of (i) the Eligible Employee’s annual base salary as in effect immediately prior to the time that Notice of Termination is given or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the target bonus for the year in which the Severance occurs (but not lower than the amount as determined in the ordinary

course consistent with the Company’s past practice, not lower than the target bonus for the year in which occurs the Effective Date and, for the avoidance of doubt, excluding any supplemental and retention bonuses).

(b) Benefit Continuation. Subject to Sections 2.10, 2.11 and 4 hereof, in the case of each Tier 1 Employee who incurs a Severance during the Effective Period, commencing on the date immediately following such Tier 1 Employee’s Severance Date and continuing for a period of twenty-four (24) months thereafter, or to such earlier date on which the Tier 1 Employee accepts new employment (the “Tier 1 Health and Welfare Benefit Continuation Period”), the Company shall provide benefit continuation to each such Tier 1 Employee (and anyone entitled to claim under or through such Tier 1 Employee). For Tier 1 Employees whose job duties are based in the United States, the benefits shall include insured medical, dental, vision, life insurance, executive supplemental life insurance (if eligible and enrolled as of the Tier 1 Employee’s Severance Date) and prescription drug benefits that are materially similar to the benefits provided for such employees as in effect immediately prior to such Tier 1 Employee’s Severance Date. For Tier 1 Employees whose job duties are based in a country outside the United States, the benefits shall include those benefits provided to such Tier 1 Employee under the CIGNA International Expatriate Benefits insurance program (“CIGNA International”) as in effect for such Tier 1 Employee immediately prior to such Tier 1 Employee’s Severance Date, provided, however that such employees who are classified as expatriate employees of the Company shall receive life insurance and executive supplemental life insurance (if eligible and enrolled as of the Tier 1 Employee’s Severance Date) on the same basis as provided for Tier 1 Employees whose job duties are based in the United States. If participation in CIGNA International is not practicable because such Tier 1 Employee relocates to the United States, the Company shall arrange to provide such Tier 1 Employee (and any eligible dependents), to the extent such benefits were provided by CIGNA International, with insured medical, dental, vision, life insurance, and prescription drug benefits on the same basis as provided for Tier 1 Employees whose job duties are based in the United States. Each Tier 1 Employees’ entitlement to and receipt of benefits under this Section 2.3(b) shall be subject to the same benefit limits, co-payments, premium payments and deductibles to the same extent as if such Tier 1 Employee had continued to be a Tier 1 Employee of the Company during the Tier 1 Health and Welfare Benefit Continuation Period, and subject further to any changes to or termination of those benefits as may apply to continuing employees of the Company. The selection of insurance carriers and the method for providing the benefits under this Section 2.3(b) shall be in the sole discretion of the Company. As a condition to participation in the Plan, a Tier 1 Employee shall be obligated to notify the Company’s HR Service Center in writing within 30 days after such Tier 1 Employee first becomes eligible for any health benefit coverage through any subsequent employer(s). The coverage period for purposes of the group health continuation requirements of Section 4980B of the Code shall commence at the Severance Date, and shall run concurrently with the Tier 1 Health and Welfare Benefit Continuation Period. In the event of a Tier 1 Employee’s death during the Tier 1 Health and Welfare Benefit Continuation Period, such employee’s spouse and/or eligible dependents shall continue to receive the coverage provided under this Section 2.3(b) for the remainder of the Tier 1 Health and Welfare Benefit Continuation Period.

2.4 Tier 2 Employees.

(a) Cash Lump Sum Payment. Subject to Sections 2.10, 2.11 and 4 hereof, each Tier 2 Employee who incurs a Severance during the Effective Period shall be entitled to a cash lump sum payment equal to one and three-quarter times (1.75x) the sum of (i) the Eligible Employee’s annual base salary as in effect immediately prior to the time that Notice of Termination is given or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the target bonus for the year in which the Severance occurs (but not lower than the amount as determined in the ordinary course consistent with the Company’s past practice, not lower than the target bonus for the year in which occurs the Effective Date and, for the avoidance of doubt, excluding any supplemental and retention bonuses).

(b) Benefit Continuation. Subject to Sections 2.10, 2.11 and 4 hereof, in the case of each Tier 2 Employee who incurs a Severance during the Effective Period, commencing on the date immediately following such Tier 2 Employee’s Severance Date and continuing for a period of twenty-one (21) months thereafter, or to such earlier date on which the Tier 2 Employee accepts new employment (the “Tier 2 Health and Welfare Benefit Continuation Period”), the Company shall provide benefit continuation to each such Tier 2 Employee (and anyone entitled to claim under or through such Tier 2 Employee). For Tier 2 Employees whose job duties are based in the United States, the benefits shall include insured medical, dental, vision, life insurance, executive supplemental life insurance (if eligible and enrolled as of the Tier 2 Employee’s Severance Date) and prescription drug benefits that are materially similar to the benefits provided for such employees as in effect immediately prior to such Tier 2 Employee’s Severance Date. For Tier 2 Employees whose job duties are based in a country outside the United States, the benefits shall include those benefits provided to such Tier 2 Employee under the CIGNA International Expatriate Benefits insurance program (“CIGNA International”) as in effect for such Tier 2 Employee immediately prior to such Tier 2 Employee’s Severance Date, provided, however that such employees who are classified as expatriate employees of the Company shall receive life insurance and executive supplemental life insurance (if eligible and enrolled as of the Tier 2 Employee’s Severance Date) on the same basis as provided for Tier 2 Employees whose job duties are based in the United States. If participation in CIGNA International is not practicable because such Tier 2 Employee relocates to the United States, the Company shall arrange to provide such Tier 2 Employee (and any eligible dependents), to the extent such benefits were provided by CIGNA International, with insured medical, dental, vision, life insurance, and prescription drug benefits on the same basis as provided for Tier 2 Employees whose job duties are based in the United States. Each Tier 2 Employees’ entitlement to and receipt of benefits under this Section 2.4(b) shall be subject to the same benefit limits, co-payments, premium payments and deductibles to the same extent as if such Tier 2 Employee had continued to be a Tier 2 Employee of the Company during the Tier 2 Health and Welfare Benefit Continuation Period, and subject further to any changes to or termination of those benefits as may apply to continuing employees of the Company. The selection of insurance carriers and the method for

providing the benefits under this Section 2.4(b) shall be in the sole discretion of the Company. As a condition to participation in the Plan, a Tier 2 Employee shall be obligated to notify the Company’s HR Service Center in writing within 30 days after such Tier 2 Employee first becomes eligible for any health benefit coverage through any subsequent employer(s). The coverage period for purposes of the group health continuation requirements of Section 4980B of the Code shall commence at the Severance Date, and shall run concurrently with the Tier 2 Health and Welfare Benefit Continuation Period. In the event of a Tier 2 Employee’s death during the Tier 2 Health and Welfare Benefit Continuation Period, such employee’s spouse and/or eligible dependents shall continue to receive the coverage provided under this Section 2.4(b) for the remainder of the Tier 2 Health and Welfare Benefit Continuation Period.

2.5 Tier 3 Employees.

(a) Cash Lump Sum Payment. Subject to Sections 2.10, 2.11 and 4 hereof, each Tier 3 Employee who incurs a Severance during the Effective Period shall be entitled to a cash lump sum payment equal to one and one-half times (1.5x) the sum of (i) the Eligible Employee’s annual base salary as in effect immediately prior to the time that Notice of Termination is given or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason, and (ii) the target bonus for the year in which the Severance occurs (but not lower than the amount as determined in the ordinary course consistent with the Company’s past practice, not lower than the target bonus for the year in which occurs the Effective Date and, for the avoidance of doubt, excluding any supplemental and retention bonuses).

(b) Benefit Continuation. Subject to Sections 2.10, 2.11 and 4 hereof, in the case of each Tier 3 Employee who incurs a Severance during the Effective Period, commencing on the date immediately following such Tier 3 Employee’s Severance Date and continuing for a period of eighteen (18) months thereafter, or to such earlier date on which the Tier 3 Employee accepts new employment (the “Tier 3 Health and Welfare Benefit Continuation Period”), the Company shall provide benefit continuation to each such Tier 3 Employee (and anyone entitled to claim under or through such Tier 3 Employee). For Tier 3 Employees whose job duties are based in the United States, the benefits shall include insured medical, dental, vision, life insurance, executive supplemental life insurance (if eligible and enrolled as of the Tier 3 Employee’s Severance Date) and prescription drug benefits that are materially similar to the benefits provided for such employees as in effect immediately prior to such Tier 3 Employee’s Severance Date. For Tier 3 Employees whose job duties are based in a country outside the United States, the benefits shall include those benefits provided to such Tier 3 Employee under the CIGNA International Expatriate Benefits insurance program (“CIGNA International”) as in effect for such Tier 3 Employee immediately prior to such Tier 3 Employee’s Severance Date, provided, however that such employees who are classified as expatriate employees of the Company shall receive life insurance and executive supplemental life insurance (if eligible and enrolled as of the Tier 3 Employee’s Severance Date) on the same basis as provided for Tier 3 Employees whose job duties are based in the United States. If participation in CIGNA International is not practicable because such Tier 3 Employee relocates to the United States, the Company

shall arrange to provide such Tier 3 Employee (and any eligible dependents), to the extent such benefits were provided by CIGNA International, with insured medical, dental, vision, life insurance, and prescription drug benefits on the same basis as provided for Tier 3 Employees whose job duties are based in the United States. Each Tier 3 Employees’ entitlement to and receipt of benefits under this Section 2.5(b) shall be subject to the same benefit limits, co-payments, premium payments and deductibles to the same extent as if such Tier 3 Employee had continued to be a Tier 3 Employee of the Company during the Tier 3 Health and Welfare Benefit Continuation Period, and subject further to any changes to or termination of those benefits as may apply to continuing employees of the Company. The selection of insurance carriers and the method for providing the benefits under this Section 2.5(b) shall be in the sole discretion of the Company. As a condition to participation in the Plan, a Tier 3 Employee shall be obligated to notify the Company’s HR Service Center in writing within 30 days after such Tier 3 Employee first becomes eligible for any health benefit coverage through any subsequent employer(s). The coverage period for purposes of the group health continuation requirements of Section 4980B of the Code shall commence at the Severance Date, and shall run concurrently with the Tier 3 Health and Welfare Benefit Continuation Period. In the event of a Tier 3 Employee’s death during the Tier 3 Health and Welfare Benefit Continuation Period, such employee’s spouse and/or eligible dependents shall continue to receive the coverage provided under this Section 2.5(b) for the remainder of the Tier 3 Health and Welfare Benefit Continuation Period.

2.6 Tier 4 Employees.

(a) Cash Lump Sum Payment. Subject to Sections 2.10 and 2.11 hereof, each Tier 4 Employee who incurs a Severance during the Effective Period shall be entitled to a cash lump sum payment equal to one and one-quarter times (1.25x) the Eligible Employee’s annual base salary as in effect immediately prior to the time that Notice of Termination is given or, if higher, in effect immediately prior to the first occurrence of an event or circumstance constituting Good Reason.

(b) Benefit Continuation. Subject to Sections 2.10 and 2.11 hereof, in the case of each Tier 4 Employee who incurs a Severance during the Effective Period, commencing on the date immediately following such Tier 4 Employee’s Severance Date and continuing for a period of fifteen (15) months thereafter, or to such earlier date on which the Tier 4 Employee accepts new employment (the “Tier 4 Health and Welfare Benefit Continuation Period”), the Company shall provide benefit continuation to each such Tier 4 Employee (and anyone entitled to claim under or through such Tier 4 Employee). For Tier 4 Employees whose job duties are based in the United States, the benefits shall include insured medical, dental, vision, life insurance, executive supplemental life insurance (if eligible and enrolled as of the Tier 4 Employee’s Severance Date) and prescription drug benefits that are materially similar to the benefits provided for such employees as in effect immediately prior to such Tier 4 Employee’s Severance Date. For Tier 4 Employees whose job duties are based in a country outside the United States, the benefits shall include those benefits provided to such Tier 4 Employee under the CIGNA International Expatriate Benefits insurance program (“CIGNA International”) as in effect for such Tier 4 Employee immediately

prior to such Tier 4 Employee’s Severance Date, provided, however that such employees who are classified as expatriate employees of the Company shall receive life insurance and executive supplemental life insurance (if eligible and enrolled as of the Tier 4 Employee’s Severance Date) on the same basis as provided for Tier 4 Employees whose job duties are based in the United States. If participation in CIGNA International is not practicable because such Tier 4 Employee relocates to the United States, the Company shall arrange to provide such Tier 4 Employee (and any eligible dependents), to the extent such benefits were provided by CIGNA International, with insured medical, dental, vision, life insurance, and prescription drug benefits on the same basis as provided for Tier 4 Employees whose job duties are based in the United States. Each Tier 4 Employees’ entitlement to and receipt of benefits under this Section 2.6(b) shall be subject to the same benefit limits, co-payments, premium payments and deductibles to the same extent as if such Tier 4 Employee had continued to be a Tier 4 Employee of the Company during the Tier 4 Health and Welfare Benefit Continuation Period, and subject further to any changes to or termination of those benefits as may apply to continuing employees of the Company. The selection of insurance carriers and the method for providing the benefits under this Section 2.6(b) shall be in the sole discretion of the Company. As a condition to participation in the Plan, a Tier 4 Employee shall be obligated to notify the Company’s HR Service Center in writing within 30 days after such Tier 4 Employee first becomes eligible for any health benefit coverage through any subsequent employer(s). The coverage period for purposes of the group health continuation requirements of Section 4980B of the Code shall commence at the Severance Date, and shall run concurrently with the Tier 4 Health and Welfare Benefit Continuation Period. In the event of a Tier 4 Employee’s death during the Tier 4 Health and Welfare Benefit Continuation Period, such employee’s spouse and/or eligible dependents shall continue to receive the coverage provided under this Section 2.6(b) for the remainder of the Tier 4 Health and Welfare Benefit Continuation Period.

2.7 Payment. Any cash lump sum payment to which an Eligible Employee is entitled pursuant to Sections 2.3(a), 2.4(a), 2.5(a) or 2.6(a) shall be made within 10 days following the Release Effective Date, as defined in Section 2.10 hereof.

2.8 Confidentiality. As a result of the Eligible Employee’s employment with the Company and/or its Subsidiaries and Affiliates (the Company, together with its Subsidiaries and Affiliates, the “Company Group”), the Eligible Employee has gained valuable confidential information and trade secrets relevant to the Company Group’s business operations including its information technology. In light of the highly competitive nature of the industry in which the Company Group’s business is conducted, the Eligible Employee shall keep in strict secrecy and confidence, and is specifically prohibited from disclosing, any and all unique, confidential and/or proprietary information and material belonging or relating to the Company Group that is not a matter of common knowledge or otherwise generally available to the public including, but not limited to, business, financial, trade, sales, technical or technological information, or corporate sales and marketing strategies, to any entity that competes with the Company Group. In addition, the Eligible Employee shall not use any such confidential information, materials or trade secrets for the benefit of any of the Company Group’s competitors and/or against the best interests of the Company Group. The Eligible

Employee shall remain subject to the “Employee Agreement as to Intellectual Property and Confidentiality” which has been previously signed and is incorporated into this Plan by this reference.

2.9 Non-Compete. (a) Except as specifically provided in Section 2.9(b) below, or as otherwise agreed to in writing by the Company, and upon such terms and conditions as the Company may impose, for the duration of the “Non-Compete Period” (as defined below), each Eligible Employee who receives payments or other benefits under the Plan shall not, anywhere in the world, engage, directly or indirectly, in any activity for, or on behalf of, any business or organization that manufactures alcohol beverages and/or non-alcohol malt beverages, that promotes or encourages any restrictions on, or regulation of, the use, distribution or marketing of alcohol beverages, as a member of a partnership or association, as an officer, director, employee, consultant, lobbyist or representative of or to any corporation, industry trade association, not-for-profit organization, or other business entity, or as an investor in, or beneficial owner of 1% or more of any security of any class of any corporation, or 1% or more of any equity interest of any unincorporated enterprise.

(b) Notwithstanding the strict prohibitions in Section 2.9(a) above, an Eligible Employee may submit a request for approval in writing to the Plan Administrator, if such employee wishes to provide services of any kind described in Section 2.9(a) above. Such written request will be considered by the Plan Administrator which shall determine, in its sole discretion, whether such request should be granted.

(c) The “Non-Compete Period” shall mean the period beginning on the Effective Date and ending on the date that is (i) twenty-four (24) months from a Tier 1 Employee’s Severance Date, (ii) twenty-one (21) months from a Tier 2 Employee’s Severance Date, (iii) eighteen (18) months from a Tier 3 Employee’s Severance Date, or (iv) twelve (12) months from a Tier 4 Employee’s Severance Date, as applicable.

2.10 Release; Benefit Commencement Date. No Eligible Employee who incurs a Severance during the Effective Period shall be eligible to receive any payments or other benefits under the Plan (other than payments under Section 2.2 hereof) unless, within forty-five (45) days following such Employee’s Severance Date, he or she first executes a Release (substantially in the form of Exhibit B hereto, or in such other form as is required to comply with applicable law) in favor of the Company and others set forth on Exhibit B relating to all claims or liabilities of any kind relating to his or her employment with the Company or a subsidiary thereof and the termination of the Employee’s employment, and such Release becomes effective and has not been revoked by the employee by the fifty-second (52^nd) day following the Severance Date (the “Release Effective Date”). Provided that the Eligible Employee executes the Release in accordance with the requirements of this Section 2.10, any benefits under Sections 2.3(b), 2.4(b), 2.5(b), and 2.6(b), as applicable, of the Plan shall commence (the “Benefit Commencement Date”) on the first business day following the Release Effective Date. If the Eligible Employee does not execute and return such Release such that it does not become effective within the aforesaid period, the Eligible Employee shall cease to be entitled to any payments or benefits under this Plan.

2.11 Section 409A. It is intended that payments and benefits under this Plan comply with Section 409A and, accordingly, to the maximum extent permitted, this Plan shall be interpreted and administered to be in compliance therewith. Any payments described in this Plan that are due within the “short term deferral period” as defined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. To the extent that current or future regulations or guidance from the Internal Revenue Service dictates, or the Company’s counsel determines that any payments or benefits due to the Eligible Employee hereunder would cause the application of an accelerated or additional tax under Section 409A, then amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this Plan during the six-month period immediately following the Eligible Employee’s Severance Date shall instead be paid on the first business day after the date that is six months following the Eligible Employee’s Severance Date (or death, if earlier). To the extent required to avoid an accelerated or additional tax under Section 409A, amounts reimbursable to the Eligible Employee under this Plan shall be paid to the Eligible Employee on or before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to the Eligible Employee) during any one year may not effect amounts reimbursable or provided in any subsequent year.

SECTION 3. PLAN ADMINISTRATION.

3.1 Administration. The Plan Administrator shall administer the Plan and may interpret the Plan, prescribe, amend and rescind rules and regulations under the Plan and make all other determinations necessary or advisable for the administration of the Plan, subject to all of the provisions of the Plan. Any reasonable determination made in good faith by the Plan Administrator in carrying out, administering or construing the Plan shall be final and binding for all purposes and upon all interested persons and their respective heirs, successors, and legal representatives.

3.2 Delegation. The Plan Administrator may delegate any of its duties hereunder to such person or persons from time to time as it may designate.

3.3 Authority. The Plan Administrator is empowered, on behalf of the Plan, to engage accountants, legal counsel and such other personnel as it deems necessary or advisable to assist it in the performance of its duties under the Plan. The functions of any such persons engaged by the Plan Administrator shall be limited to the specified services and duties for which they are engaged, and such persons shall have no other duties, obligations or responsibilities under the Plan. Such persons shall exercise no discretionary authority or discretionary control respecting the management of the Plan. All reasonable expenses thereof shall be borne by the Company.

3.4 Liability. In no event shall the Plan Administrator be personally liable for any action, determination or interpretation made in good faith with respect to the Plan. The Plan Administrator shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably incurred by the Plan Administrator or liability (including any sum paid in settlement of a claim with the

approval of the Company) arising out of any act or omission to act in connection with this Plan, unless arising out of the Plan Administrator’s own fraud or bad faith. Such indemnification shall be in addition to any rights of indemnification the Plan Administrator may have as an officer or director or otherwise under the organizational documents of the Company.

SECTION 4. GROSS-UP PAYMENT.

4.1 Payment Obligation. This Section 4 shall apply to Tier 1 Employees, Tier 2 Employees, and Tier 3 Employees (the “Gross-Up Eligible Employees”) only. Whether or not a Gross-Up Eligible Employee becomes entitled to the Severance Payments, if any of the Total Payments, as hereinafter defined, will be subject (in whole or in part) to the Excise Tax, then, subject to the provisions of Section 4.2 hereof, the Company shall pay to the Gross-Up Eligible Employee an additional amount hereunder (the “Gross-Up Payment”) such that, after taking into account all Other Gross-Up Payments (as hereinafter defined), the Gross-Up Eligible Employee is placed in the same position as if the Total Payments were not subject to the Excise Tax. The Gross-Up Payment shall be paid as soon as practicable (but in no event more than 30 days) following any Preliminary Determination, but in no event later than the end of the calendar year following the year in which the Excise Tax is remitted to the applicable governmental authority. For purposes of this Section 4, (1) “Other-Gross-Up Payments” shall mean all gross-up payments made to the Gross-Up Eligible Employee pursuant to any plan, arrangement or agreement with such employee (other than this Plan) to compensate the Gross-Up Eligible Employee in whole or in part for the imposition of the Excise Tax and (2) “Total Payments” shall mean all payments and benefits received or to be received by the Gross-Up Eligible Employee in connection with the transactions contemplated by the Merger Agreement or the termination of the Gross-Up Eligible Employee’s employment (whether pursuant to the terms of this Plan or any other plan, arrangement or agreement with the Company or any Person affiliated with the Company), which payments and benefits shall include the Severance Payments but shall exclude (i) the Gross-Up Payment and (ii) the Other Gross-Up Payments.

4.2 Cut-Back. In the event that the sum of (a) the amount of the Total Payments plus (b) the amount of the Other Gross-Up Payments (such sum being referred to as the “Parachute Payments”) does not exceed 110% of the largest amount that would result in no portion of the Parachute Payments being subject to the Excise Tax (the “Safe Harbor”), then Section 4.1 shall not apply and the cash Severance Payments referred to in Sections 2.3(a), 2.4(a) and 2.5(a), as applicable, shall be reduced (if necessary, to zero) so that the amount of the Parachute Payments is equal to the Safe Harbor. For purposes of reducing the Parachute Payments to the Safe Harbor amount, only the aforementioned cash Severance Payments payable under this Plan (and no other Parachute Payments) shall be reduced. If the reduction of the aforementioned cash Severance Payments payable hereunder would not result in a reduction of the Parachute Payments to the Safe Harbor amount, such cash Severance Payments shall not be reduced pursuant to this provision and Section 4.1 shall apply.

4.3 Determinations. All determinations under this Section 4, including whether an Eligible Employee is liable for the Excise Tax and the amount of the Gross-Up Payment, shall be made by the nationally-recognized accounting firm which was, immediately prior to the Effective Date, the Company’s independent auditor (the “Preliminary Determinations”). The initial Preliminary Determination shall be made not later than 30 days following the Effective Date. Any subsequent Preliminary Determination shall be made within 30 days following any request made by the Plan Administrator to such accounting firm.

4.4 Interest.

(I) In the event that (1) amounts are paid to the Gross-Up Eligible Employee pursuant to Section 4.1, (2) there is a Final Determination that the Excise Tax is less than the amount taken into account hereunder in calculating the Gross-Up Payment, and (3) after giving effect to such Final Determination, the cash Severance Payments are to be reduced pursuant to Section 4.2, the Gross-Up Eligible Employee shall repay to the Company, within five (5) business days following the date of the Final Determination, the Gross-Up Payment and the amount of the reduction in the cash Severance Payments, plus interest on the amount of such repayments at 120% of the rate provided in Section 1274(b)(2)(B) of the Code.

(II) In the event that (1) amounts are paid to the Gross-Up Eligible Employee pursuant to Section 4.1, (2) there is a Final Determination that the Excise Tax is less than the amount taken into account hereunder in calculating the Gross-Up Payment, and (3) after giving effect to such Final Determination, the cash Severance Payments are not to be reduced pursuant to Section 4.2, the Gross-Up Eligible Employee shall repay to the Company, within five (5) business days following the date of the Final Determination, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Gross-Up Eligible Employee), to the extent that such repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Gross-Up Eligible Employee’s taxable income and wages for purposes of federal, state and local income and employment taxes, plus interest on the amount of such repayment at 120% of the rate provided in Section 1274(b)(2)(B) of the Code.

(III) In the event there is a Final Determination that the Excise Tax exceeds the amount taken into account hereunder in determining the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall pay to the Gross-Up Eligible Employee, within five (5) business days following the date of the Final Determination, the sum of (1) a Gross-Up Payment in respect of such excess and in respect of any portion of the Excise Tax with respect to which the Company had not previously made a Gross-Up Payment and including a Gross-Up Payment in respect of any Excise Tax attributable to amounts payable under clauses (2) and (3) of this paragraph (III) (plus any interest, penalties or additions payable by the Gross-Up Eligible

Employee with respect to such excess and such portion), (2) if cash Severance Payments were reduced pursuant to Section 4.2 but after giving effect to such Final Determination, the cash Severance Payments should not have been reduced pursuant to Section 4.2, the amount by which the cash Severance Payments were reduced pursuant to Section 4.2, and (3) interest on the amounts described in clauses (1) and (2) above at 120% of the rate provided in Section 1274(b)(2)(B) of the Code.

SECTION 5. PLAN MODIFICATION OR TERMINATION. The Plan may not be terminated during the Effective Period. The Plan may be amended by the Board at any time; provided, however, that during the Effective Period, the Plan may not be amended if such amendment would in any manner be adverse to the interests of any Eligible Employee, except that, notwithstanding the foregoing, the Plan Administrator may amend the Plan at any time and in any manner necessary to comply with applicable law, including, but not limited to Section 409A of the Code. For the avoidance of doubt, (a) any action taken by the Company or the Plan Administrator during the Effective Period to cause an Eligible Employee to no longer be designated as such or to decrease the payments or benefits for which an Eligible Employee is eligible, and (b) any amendment to this Section 5 during the Effective Period shall be treated as an amendment to the Plan which is adverse to the interests of any Eligible Employee.

SECTION 6. GENERAL PROVISIONS.

6.1 Assignability. Except as otherwise provided herein or by law, no right or interest of any Eligible Employee under the Plan shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall be effective; and no right or interest of any Eligible Employee under the Plan shall be liable for, or subject to, any obligation or liability of such Eligible Employee. When a payment is due under this Plan to a severed employee who is unable to care for his or her affairs, payment may be made directly to his or her legal guardian or personal representative.

6.2 Offset. If the Company or any subsidiary thereof is obligated by law or by contract to pay severance pay, a termination indemnity, notice pay, or the like, or if the Company or any subsidiary thereof is obligated by law or by contract to provide advance notice of separation (“Notice Period”), then any severance pay hereunder shall be reduced by the amount of any such severance pay, termination indemnity, notice pay or the like, as applicable, and by the amount of any compensation received during any Notice Period.

6.3 No Employment Agreement. Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any Eligible Employee, or any person whomsoever, the right to be retained in the service of the Company or any subsidiary thereof, and all Eligible Employees shall remain subject to discharge to the same extent as if the Plan had never been adopted.

6.4 Savings. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed and enforced as if such provisions had not been included.

6.5 Parties in Interest. This Plan shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Eligible Employee, present and future, and any successor to the Company. If a severed employee shall die, all accrued but unpaid amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to the executor, personal representative or administrators of the severed employee’s estate.

6.6 Headings. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

6.7 Funding. The Plan shall not be required to be funded unless such funding is authorized by the Board. Regardless of whether the Plan is funded, no Eligible Employee shall have any right to, or interest in, any assets of any Company which may be applied by the Company to the payment of benefits or other rights under this Plan.

6.8 Notices. Any notice or other communication required or permitted pursuant to the terms hereof shall have been duly given when delivered or mailed by United States Mail, first class, postage prepaid (or such local equivalent thereof), addressed to the intended recipient at his, her or its last known address.

6.9 Choice of Law. This Plan shall be construed and enforced according to the laws of the State of Missouri (without giving effect to the conflict of laws thereof) to the extent not preempted by federal law or other applicable local law, which shall otherwise control.

6.10 Withholding. All benefits hereunder shall be reduced by applicable withholding and shall be subject to applicable tax reporting, as determined by the Plan Administrator, or as required by applicable law.

6.11 Remedies. The Company will suffer irreparable injury, not readily susceptible of valuation in monetary damages, if an Eligible Employee breaches in material respects his obligations under Sections 2.8 and 2.9 hereof. Accordingly, the Company will be entitled, in addition to any other available remedies, to obtain injunctive relief against any material breach or prospective material breach by an Eligible Employee of his obligations under Sections 2.8 and 2.9 hereof in any Federal or state court sitting in the State of Missouri. By receiving payments or other benefits under the Plan, each Eligible Employee is deemed to have submitted to the non-exclusive jurisdiction of those courts for the purposes of any actions or proceedings instituted by the Company to obtain that injunctive relief, and is deemed to have agreed that process in any or all of those actions or proceedings may be served by registered mail, addressed to the last address provided by such employee to the Company, or in any other manner authorized

by law. The provisions of this section shall not be an exclusive remedy of the Company, and in the event of a breach of an Eligible Employee of his obligations under Sections 2.8 and 2.9 hereof, the Company shall preserve all other rights available to it under the law.

SECTION 7. CLAIMS, INQUIRIES, APPEALS.

7.1 Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Plan Administrator in writing, as follows:

Plan Administrator
Anheuser-Xxxxx Companies, Inc.
Xxx Xxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Vice President, Corporate Human Resources

7.2 Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Plan Administrator must notify the applicant, in writing, of the denial of the application, and of the applicant’s right to review the denial. The written notice of denial will be set forth in a manner designed to be understood by the employee, and will include specific reasons for the denial, specific references to the Plan provision upon which the denial is based, a description of any information or material that the Plan Administrator needs to complete the review and an explanation of the Plan’s review procedure.

This written notice will be given to the employee within ninety (90) days after the Plan Administrator receives the application, unless special circumstances require an extension of time, in which case, the Plan Administrator has up to an additional ninety (90) days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial ninety (90)-day period.

This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to render his or her decision on the application. If written notice of denial of the application for benefits is not furnished within the specified time, the application shall be deemed to be denied. The applicant will then be permitted to appeal the denial in accordance with the Review Procedure described below.

7.3 Request for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied (or deemed denied), in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within 60 days after the application is denied (or deemed denied). The Plan Administrator will give the applicant (or his or her representative) an opportunity to review pertinent documents in preparing a request for a review and submit written comments, documents, records and other information relating to the claim. A request for a review shall be in writing and shall be addressed to:

Plan Administrator
Anheuser-Xxxxx Companies, Inc.
Xxx Xxxxx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Vice President, Corporate Human Resources

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The Plan Administrator may require the applicant to submit additional facts, documents or other material as he or she may find necessary or appropriate in making his or her review.

7.4 Decision on Review. The Plan Administrator will act on each request for review within sixty (60) days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional sixty (60) days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial sixty (60)-day period. The Plan Administrator will give prompt, written notice of his or her decision to the applicant. In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice will outline, in a manner calculated to be understood by the applicant, the specific Plan provisions upon which the decision is based. If written notice of the Plan Administrator’s decision is not given to the applicant within the time prescribed in this Section 7.4 the application will be deemed denied on review.

7.5 Rules and Procedures. The Plan Administrator may establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out his or her responsibilities in reviewing benefit claims. The Plan Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial (or deemed denial) of benefits to do so at the applicant’s own expense.

7.6 Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the claimant (a) has submitted a written application for benefits in accordance with the procedures described by Section 7.1 above, (b) has been notified by the Plan Administrator that the application is denied (or the application is deemed denied due to the Plan Administrator’s failure to act on it within the established time period), (c) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 7.3 above and (d) has been notified in writing that the Plan Administrator has denied the appeal (or the appeal is deemed to be denied due to the Plan Administrator’s failure to take any action on the claim within the time prescribed by Section 7.4 above).

SECTION 8. EFFECTIVENESS OF PLAN.

8.1 The effectiveness of this Plan is contingent upon the closing of the transactions contemplated by the Merger Agreement. If for any reason the closing of such transactions (and thus the Effective Date) does not occur, this Plan shall be null and void and of no force and effect.

EXHIBIT B

RELEASE OF CLAIMS
BY AND BETWEEN ELIGIBLE EMPLOYEE AND
ANHEUSER-XXXXX COMPANIES, INC.

(A) Except for any violation of the terms of the Anheuser-Xxxxx Companies, Inc. Key Employee Severance Plan dated as of [DATE] (the “Plan”) by the Company and/or its subsidiaries and Affiliates (the Company, together with its subsidiaries and Affiliates, the “Company Group”), the Employee, of his own free will voluntarily releases and forever discharges the Company Group from all actions, causes of action, claims, debts, charges, complaints, contracts (whether oral or written, express or implied from any source) and promises of any kind, in law or equity, whether known or unknown, which the employee, his heirs, executors, administrators, successors and assigns (referred to collectively throughout this Agreement as the “Employee”) may have from all time in the past to the effective date of this Release, including, but not limited to, all matters or claims relating to or arising out of the Employee’s employment by the Company Group and the cessation of his employment and including, but not limited to, any violation of:

	(i)		Title VII of the Civil Rights Act, as amended;

	(ii)		Sections 1981 through 1988 of Title 42 of the United States Code;

	(iii)		The Employee Retirement Income Security Act of 1974, as amended;

	(iv)		The Health Insurance Portability and Accountability Act;

	(v)		The Family and Medical Leave Act;

	(vi)		The Age Discrimination in Employment Act, as amended;

	(vii)		The Americans with Disabilities Act;

	(viii)		The Missouri Human Rights Act or any other applicable state human rights or anti-discrimination law;

	(ix)		The Xxxxxxxx-Xxxxx Act of 2002;

	(x)		Any other local, state or federal law, regulation or ordinance and/or public policy, contract, tort or common law having any bearing on the terms and conditions and/or cessation of the Employee’s employment with the Company Group.

Except as otherwise provided in the Plan, this Release of Claims shall not apply to any claim for benefits that may be due to the Employee or his eligible dependents under any Company Group employee benefit plan in which the Employee or his eligible dependents are or were participants.

(B) The Employee warrants that he has not caused or permitted to be filed on his behalf any charge, complaint, or action before any federal, state or local administrative agency or court against the Company Group. In the event that any such claim is asserted in the future, the Employee agrees that this Release will act as a complete bar to his re-employment or to his recovery of any amount from the Company Group resulting, directly or indirectly, from any lawsuit, remedy, charge or complaint whether brought privately by him or by anyone else, including any federal, state or local agency, whether or not on his behalf or at his request.

(C) Employee acknowledges that he/she has been advised in writing to consult with an attorney prior to signing this Release.

IN WITNESS WHEREOF, the parties have executed this Release of Claims as of [DATE].


		Anheuser-Xxxxx Companies, Inc.

		By:
		Name:
		Title:


				EMPLOYEE


		Address:






		(Please print carefully)

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ANHEUSER-BUSCH COMPANIES, INC. KEY EMPLOYEE SEVERANCE PLAN

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