Amended Excess Benefit Plan

EXHIBIT 10k2


JIM BEAM BRANDS CO.


AMENDED EXCESS BENEFIT PLAN


Section 1. Purpose. This Plan is an amendment and restatement, effective as of January 1, 1987, by Jim Beam Brands Co. (the "Company") of its Excess Benefit Plan. The Excess Benefit Plan is an unfunded excess benefit plan established pursuant to Section 4(5) of ERISA as well as an unfunded plan established for the purpose of providing deferred compensation for a select group of management or highly compensated employees as referred to in Sections 201(a)(2), 301(a)(3) and 401(a)(1) of ERISA in order to induce employees of outstanding ability to join or continue in the employ of the Company and to increase their efforts for its welfare by providing them with supplemental retirement and profit-sharing benefits notwithstanding the limitations imposed by the Internal Revenue Code on retirement and profit-sharing benefits from tax qualified plans.


Section 2. Definitions. As used in this Plan, the following words shall have the following meanings:


(a) "Affiliated Employment" means employment by any corporation which, at the time of such employment, is or was an affiliate of the Company, or thereafter becomes or became an affiliate of the Company. "Affiliated Plan" means a defined benefit pension plan by which an employee of the Company had been covered during Affiliated Employment.


(b) "Allocation" means the Company contribution allocated to the accounts of a Profit-Sharing Plan member under the Profit-Sharing Plan for a Plan Year.


(c) "Committee" means the Retirement Committee of the Company.


(d) "Company" means Jim Beam Brands Co., a Delaware corporation, its successors and assigns.


(e) "Credited Service" means the period of an employee's employment with the Company.


(f) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.


(g) "Executive Participant" means an employee of the Company who is within the category of a select group of management or highly compensated employees as referred to in Sections 201(a)(2), 301(a)(3) and 40l(a)(l) of ERISA and who either holds or held the office of a Vice President of the Company or any office senior thereto or, during the current Plan Year or the prior Plan Year, was covered under the Jim Beam Brands Co. Executive Incentive Plan.


(h) "415 Limitations" means the Retirement Plan and Profit- Sharing Plan provisions adopted pursuant to Section 415 of the Internal Revenue Code to limit (i) annual Retirement Plan benefits pursuant to Section 415(b) thereof, (ii) annual additions to the Profit-Sharing Plan pursuant to Section 415(c) thereof and (iii) the aggregate of annual Retirement Plan benefits and additions to the Profit-Sharing Plan pursuant to Section 415(e) thereof.


(i) "401(a)(17) Limitations" means the Retirement Plan and Profit-Sharing Plan provisions adopted pursuant to Section 401(a)(17) of the Internal Revenue Code to limit compensation considered for purposes of computing Retirement Plan benefits and Profit-Sharing Plan contributions to $150,000, effective as of January 1, 1994 (or such greater amount permitted for such year in accordance with Section 401(a)(17) of the Internal Revenue Code or the regulations promulgated by the Secretary of the Treasury or his delegate).


(j) "Grantor Trust" means a trust for the benefit of an Executive Participant established pursuant to Section 6 to provide for the payment of benefits under this Plan.


(k) "Highly Compensated Employee" means an employee or former employee of the Company who comes within the definition of a highly compensated employee set forth in Section 414(q) of the Internal Revenue Code (or any successor provision) for any Plan Year.


(l) "Highest Three-Year Average Earnings" means the total compensation of an employee paid in the three consecutive Plan Years within such employee's period of Service considered for purposes of computing his benefits hereunder that provide the highest aggregate of compensation divided by three.


(m) "Normal Retirement Date" means the last day of the calendar month in which a person's 65th birthday occurs.


(n) "Plan Year" means the calendar year.


(o) "Profit-Sharing Plan" means, effective as of January 1, 1994, the Jim Beam Brands Co. Profit-Sharing and 401(k) Savings Plan as amended from time to time.


(p) "Retirement Plan" means the Jim Beam Brands Co. Salaried (Non-Union) Employees' Pension Plan as amended from time to time.


(q) "Segregated Account" means an account established with a bank or other financial institution approved by the Company, or other form of segregated account approved by the Company, established pursuant to Section 6 by or for the benefit of an Executive Participant to provide for the payment of benefits under this Plan.


(r) "Service" means the period of employment with the Company and Affiliated Employment.


(s) "Surviving Spouse" means the surviving husband or wife of an employee of the Company who has been married to the employee throughout the one-year period ending on the date of the death of such employee.


Section 3. Retirement Benefits.


(a) Each person who is a Highly Compensated Employee at the date of termination of employment or during the prior Plan Year and to whom benefits become payable under the Retirement Plan shall be paid a supplemental annual retirement benefit under this Plan equal in amount to the difference between (i) the benefit paid under the Retirement Plan and


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the Affiliated Plans and (ii) the benefit that would be payable if the 415 Limitations were not contained therein; provided, however, that the aggregate annual retirement benefits payable under this Plan, the Retirement Plan and the Affiliated Plans shall not exceed the lesser of $225,000 or the Highly Compensated Employee's Highest Three-Year Average Earnings; and provided further, however, that for purposes of computing the amount of benefit under this Plan, years of Credited Service shall not exceed 35. If such a Highly Compensated Employee's Surviving Spouse is entitled to a pre-retirement spouse's benefit under the Retirement Plan, the Surviving Spouse shall be paid a benefit hereunder equal to the difference between (i) the spouse's benefit payable under the Retirement Plan and the Affiliated Plans and (ii) the spouse's benefit that would be payable if the 415 Limitations were not contained therein.


(b) Each person who is an Executive Participant at the date of termination of employment or during the prior Plan Year to whom benefits become payable under the Retirement Plan shall be paid a supplemental annual retirement benefit under this Plan equal in amount to the difference between (i) the benefit paid under the Retirement Plan and the Affiliated Plans and (ii) the benefit that would be payable if the 401(a)(17) Limitations and the 415 Limitations were not contained therein; provided, however, that the aggregate annual retirement benefits payable under this Plan, the Retirement Plan and the Affiliated Plans shall not exceed the lesser of $225,000 or the Executive Participant's Highest Three-Year Average Earnings; and provided further, however, that for purposes of computing the amount of benefit under this Plan, years of Credited Service shall not exceed 35. If such an Executive Participant's Surviving Spouse is entitled to a pre-retirement spouse's benefit under the Retirement Plan and subject to Section 6, the Surviving Spouse shall be paid a benefit hereunder equal to the difference between (i) the spouse's benefit payable under the Retirement Plan and the Affiliated Plans and (ii) the spouse's benefit that would be payable if the 401(a)(17) Limitations and the 415 Limitations were not contained therein.


(c) Subject to Section 6, the supplemental retirement benefits provided by this Plan shall be paid to the Executive Participant or Highly Compensated Employee (or to any beneficiary designated by him in accordance with the Retirement Plan, or to his Surviving Spouse if eligible for a spouse's benefit under the Retirement Plan) concurrently with the payment of the benefits payable under the Retirement Plan and in a form permitted thereby. In the event the supplemental retirement benefit commences prior to Normal Retirement Date or is payable in a form other than an annuity for the life of the former employee only, the supplemental retirement benefit shall be adjusted to the same extent as under the Retirement Plan. The Committee may, however, direct that the supplemental retirement benefit payable with respect to a former employee be paid as an actuarially equivalent single sum payment, provided that (except for a distribution to pay taxes as provided in Section 5 and except as provided in Section 6) no such payment may be made prior to termination of Service or prior to the date that benefits may become payable under the Retirement Plan. In determining actuarial equivalency of a single sum payment in cash, there shall be used the interest rate which would be used by the Pension Benefit Guaranty Corporation for the month preceding the month for which the determination is required for the purpose of determining the present value


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