EXPECTED TO OCCUR WITH RESPECT TO
ANY MILLER BENEFIT PLAN THAT WOULD REASONABLY BE EXPECTED TO CAUSE A MATERIAL
INCREASE IN THE COST OF PROVIDING BENEFITS UNDER SUCH PLAN.
(VII)
SINCE THE DATE THAT IS TWO YEARS PRIOR TO THE CLOSING DATE, ALL
CONTRIBUTIONS AND PREMIUMS UNDER OR IN CONNECTION WITH THE MILLER BENEFIT PLANS
THAT ARE REQUIRED TO HAVE BEEN MADE HAVE BEEN TIMELY MADE AND TO THE EXTENT NOT
DUE HAVE BEEN APPROPRIATELY ACCRUED IN THE MILLER FINANCIAL INFORMATION.
NO
MILLER BENEFIT PLAN HAS AN "ACCUMULATED FUNDING DEFICIENCY" (AS SUCH TERM IS
DEFINED IN SECTION 302 OF ERISA OR SECTION 412 OF THE CODE), WHETHER OR NOT
WAIVED.
64
(VIII)
EXCEPT AS SET FORTH ON SCHEDULE 4.02(S), THE CONSUMMATION OF THE
CONTEMPLATED TRANSACTIONS WILL NOT, EITHER ALONE OR IN CONNECTION WITH ANY OTHER
EVENT (INCLUDING THE TERMINATION OF EMPLOYMENT OF AN EMPLOYEE), (A) ENTITLE ANY
TRANSFERRING MILLER EMPLOYEE TO SEVERANCE PAY, ANY CHANGE IN CONTROL PAYMENT, OR
ANY OTHER MATERIAL PAYMENT, OR (B) ACCELERATE THE TIME OF PAYMENT OR VESTING,
CHANGE THE FORM OR METHOD OF PAYMENT, OR INCREASE THE AMOUNT OF COMPENSATION DUE
TO ANY TRANSFERRING MILLER EMPLOYEE, OR (C) RESULT IN ANY EXCISE TAX UNDER
SECTION 4999 OF THE CODE OR NON-DEDUCTIBILITY OF ANY COMPENSATION OR BENEFIT
UNDER SECTION 280G OF THE CODE WITH RESPECT TO ANY TRANSFERRING MILLER EMPLOYEE.
(IX)
EACH MILLER BENEFIT PLAN THAT IS A NONQUALIFIED DEFERRED
COMPENSATION PLAN SUBJECT TO SECTION 409A OF THE CODE HAS BEEN OPERATED AND
ADMINISTERED IN GOOD FAITH COMPLIANCE WITH SUCH CODE SECTION 409A AND THE
GUIDANCE ISSUED BY THE DEPARTMENT OF TREASURY THEREUNDER FROM THE PERIOD
BEGINNING JANUARY 1, 2005 THROUGH THE DATE HEREOF.
(T)
LABOR MATTERS.
(I)
EXCEPT AS SET FORTH ON SCHEDULE 4.02(T) OR AS WOULD NOT
REASONABLY BE EXPECTED TO BE MATERIAL TO THE MILLER GROUP, NO SABMILLER GROUP
COMPANY IS, WITH RESPECT TO TRANSFERRING MILLER EMPLOYEES, THE SUBJECT OF ANY
PROCEEDING ASSERTING THAT A SABMILLER GROUP COMPANY HAS COMMITTED AN UNFAIR
LABOR PRACTICE OR CBA BREACH OR SEEKING TO COMPEL IT TO BARGAIN WITH ANY LABOR
UNION OR LABOR ORGANIZATION, NOR IS THERE PENDING OR, TO MILLER'S KNOWLEDGE,
THREATENED, NOR HAS THERE BEEN DURING THE PAST THREE YEARS, ANY LABOR STRIKE,
DISPUTE, WALK-OUT, WORK STOPPAGE, SLOW-DOWN, LOCKOUT OR OTHER LABOR DISPUTE
INVOLVING ANY SABMILLER GROUP COMPANY WITH RESPECT TO THE MILLER BUSINESS.
NO
SABMILLER GROUP COMPANY IS IN RECEIPT, WRITTEN OR ORAL, OF ANY DEMAND BY ANY
LABOR UNION OR LABOR ORGANIZATION SEEKING RECOGNITION AS THE COLLECTIVE
BARGAINING REPRESENTATIVE OF ANY TRANSFERRING MILLER EMPLOYEES, AND TO MILLER'S
KNOWLEDGE, NO UNION ORGANIZING, CERTIFICATION OR DECERTIFICATION CAMPAIGNS ARE
UNDERWAY OR THREATENED WITH RESPECT TO ANY TRANSFERRING MILLER EMPLOYEES.
(II)
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO, INDIVIDUALLY OR IN
THE AGGREGATE, CAUSE A LOSS TO THE MILLER BUSINESS IN EXCESS OF $5,000,000 OR
WOULD OTHERWISE BE MATERIAL TO THE MILLER BUSINESS, THERE IS NO
EMPLOYMENT-RELATED OBLIGATION OR PROCEEDING OF ANY KIND, PENDING OR, TO MILLER'S
KNOWLEDGE, THREATENED IN ANY FORUM, RELATING TO