EX-10.25






Exhibit 10.25




HCA

RESTORATION PLAN




     HCA Inc. (“Company”) hereby adopts this Restatement of the HCA Restoration Plan (the “Plan”)
effective January 1, 2008. The Plan was originally adopted effective January 1, 2001. The Plan is
an unfunded deferred compensation arrangement for a select group of management or highly
compensated employees.



ARTICLE I




Definitions



“Account” means the account, including any subaccounts, established on behalf of each Participant
in the Plan.



“Benefits Appeals Committee” means the Benefits Appeals Committee of HCA Inc.



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



“Cause” means the Participant’s commission of a felony or other violation of law involving
embezzlement, fraud, or other material breach of the Participant’s duty of loyalty to the Employer
which results in harm to the Employer. The determination of whether Cause exists will be made by
the Committee after conducting a reasonable investigation and providing the Participant with an
opportunity to present evidence on his behalf.



“Change in Control” means: (a) a change in ownership of the Company; (b) a change in effective
control of the Company; or (c) a change in the ownership of a substantial portion of the assets of
the Company. For purposes of the preceding sentence: (a) a “change in ownership of the Company”
means the acquisition by one person or entity or a group of persons and/or entities of greater than
fifty percent (50%) of the total fair market value or total voting power of the stock of the
Company (when such acquirer(s) previously owned less than fifty percent (50%) of the value and
voting power of such stock); (b) a “change in effective control of the Company” means either: (i)
the acquisition by one person or entity or a group of persons and/or entities within a 12-month
period of ownership of stock of the Company possessing thirty percent (30%) or more of the total
voting power; or (ii) a replacement of a majority of the Company’s board of directors during a
12-month period by directors whose appointment or election is not endorsed by a majority of the
members of the Company’s board of directors prior to such appointment or election; and (c) a
“change in ownership of a substantial portion of the assets of the Company” means acquisition by
any person or entity or a group of persons and/or entities during a 12-month period of assets from
the Company that have a total gross fair market value equal to or more than 40 percent of the total
gross fair market value of all of the assets of the Company immediately prior to acquisition,
provided that a sale to a related person or entity or a group of related persons and/or entities
will not constitute a change in ownership of a substantial portion of the assets of the Company.
The foregoing provisions will be interpreted in accordance with the applicable final regulations
issued under Code Section 409A with respect to the definition of a change in control.




 









 







“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated thereunder.



“Committee” means the Compensation Committee of the Board of Directors of the Company.



“Company” means HCA Inc., a Delaware corporation, and any corporate successor(s) thereto.



“Compensation” means compensation as defined in the HCA 401(k) Plan, without consideration of the
Code Section 401(a)(17).



“Disability” or “Disabled” means mental or physical disability as determined under the HCA 401(k)
Plan.



“Employee” means an employee of Employer.



“Employer” means the Company or any Subsidiary.



“Good Reason” means: (a) material diminution of position, as determined by the Committee; (b)
material reduction of compensation and/or benefits, as determined by the Committee; or (c)
relocation beyond fifty (50) miles from Employee’s current office.



“Participant” means an Employee who has satisfied the eligibility criteria of Article II, and has
not received all of the benefits to which he/she is entitled under the Plan, as determined by the
Committee.



“Participation Date” means the first day of May of the Plan Year following the initial Plan Year
for which an individual meets the eligibility criteria of Section 2.2.



“Plan” means this HCA Restoration Plan, as it may be amended from time to time.



“Plan Sponsor” means HCA Inc. or any successor(s) thereto.



“Plan Year” means the calendar year.



“Retirement” means complete physical retirement from employment with Employer and all affiliated
employers at or after attainment of age 65. With respect to a Participant on leave of absence,
retirement will be deemed to occur if (and only if) the leave period exceeds six (6) months (and
retirement will be deemed to occur on the first day after expiration of such six-month period),
unless the Participant’s right to reemployment is guaranteed by law or contract (in which case
retirement will not be deemed to occur).



“SSWB” means the Social Security Wage Base, which is the contribution and benefit base as
determined under Section 230 of the Social Security Act, as now or hereafter amended, in effect on
the first day of the Plan Year in question.



“Subsidiary” means a company or an unincorporated organization with which the Company is affiliated
under Code Sections 414(b), (c), or (m).



“Termination” means a complete cessation of employment with Employer and all affiliated employers
for any reason other than Disability, Retirement or death. With respect to a Participant on leave
of absence, termination of employment will be deemed to occur if (and only


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if) the leave period exceeds six (6) months (and termination will be deemed to occur on the first
day after expiration of such six-month period), unless the Participant’s right to reemployment is
guaranteed by law or contract (in which case termination will not be deemed to occur).



“Year of Service” means a Year of Service, as defined in the HCA 401(k) Plan, performed after 2000,
including any Years of Service credited under the HCA 401(k) Plan due to service with a prior
employer. Years of Service will also include Years of Service performed prior to 2001 under the
former HCA Retirement Plan (or any predecessor plan thereto).




ARTICLE II




Participation





	2.1	 	General. The Plan is intended to qualify as a “top hat” plan under 29 U.S.C. §
1051(2). Accordingly, only a select group of management or highly compensated employees of
the Company and its Subsidiaries may participate in the Plan. Any provision of this Plan or
any action taken by the Board, the Committee or Employer, which would cause the Plan to fail
to qualify as a top hat plan, under 29 U.S.C. § 1051(2) will be void.
	 
	2.2	 	Eligibility. Except as provided in the next sentence and subject to the timing
provision of Section 2.3, an Employee whose Compensation exceeds the Social Security Wage Base
for a Plan Year will be a Participant for that Plan Year. With the exceptions of physicians
who are contractually entitled to participate in the Plan and physicians with an Account as of
December 31, 2007, any person who either is hired (or rehired) after 2007 and works as a
physician for a Subsidiary or an affiliate of HCA that is part of the Physician Services Group
or was hired (or rehired) before 2008 and works as a physician for a Subsidiary or an
affiliate of HCA that is part of the Physician Services Group and did not have an Account on
December 31, 2007 will not participate in the Plan. Also, with the exceptions of physicians
who are contractually entitled to participate in the Plan and physicians with an Account as of
December 31, 2007, any person employed by an Subsidiary or HCA affiliate that is not part of
the Physicians Services Group who transfers employment after 2007 to a Subsidiary or affiliate
of HCA that is part of the Physician Services Group and works as a physician will not
participate in the Plan. An Employee need not take any action in order to participate. No
benefit will accrue for a Plan Year for any individual with respect to whom a benefit accrues
under the HCA Supplemental Executive Retirement Plan for such Plan Year or any part thereof.
	 
	2.3	 	Timing. An individual who meets the eligibility criteria for a Plan Year will become
a Participant on Participant’s Participation Date.





ARTICLE III




Amounts Credited to Accounts





	3.1	 	Amounts Credited. Following the end of each Plan Year, but no later than the
15th day of March following the Plan Year, the Account of each Participant will be
credited the following amounts of benefits:




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	Years of	 	Compensation over the SSWB up to Code	 	Compensation over the
	Service	 	§401(a)(17) Limit	 	Code §401(a)(17) Limit
	0-4
	 	 	1.5	%	 	 	3.0	%
	5-9
	 	 	2.0	 	 	 	4.0	 
	10-14
	 	 	3.0	 	 	 	6.0	 
	15-19
	 	 	3.5	 	 	 	7.0	 
	20-24
	 	 	4.0	 	 	 	8.0	 
	25+
	 	 	4.5	 	 	 	9.0	 





In addition to the foregoing contributions, if a Participant could have received greater matching
contributions under the HCA 401(k) Plan if the Code section 402(g) limit did not apply with respect
to the HCA 401(k) Plan (assuming the Participant would contribute the elective deferrals at the
rate necessary to receive the maximum matching contributions), then the Participant’s Account will
be credited with the excess of the maximum elective deferral contributions that could be credited
to his account under the HCA 401(k) Plan if the Code section 402(g) limit did not apply to the HCA
401(k) Plan and the contribution rate necessary to produce the maximum matching contributions
possible applied, minus the Code section 402(g) limit.




ARTICLE IV




Optional Benefit Forms, Elections and Timing of Benefit Payments





	4.1	 	Optional Benefit Forms. All benefits under the Plan will be paid in cash. As
provided in Section 4.2, a Participant may elect to receive his benefits in one of three (3)
forms:






	 	(a)	 	a lump-sum distribution;
	 
	 	(b)	 	five (5) installments payable over a five (5) year period; or
	 
	 	(c)	 	ten (10) installments payable over a ten (10) year period.






Installment payments will be calculated by dividing the Participant’s Account by the number of
installments remaining. Notwithstanding the preceding provisions of this Section, the Committee
shall pay a Participant’s benefits in a lump-sum distribution in cash if the vested Account that
is payable (as calculated within ninety (90) days prior to payment) does not exceed $500,000.




	4.2	 	Timing of Election of Benefit Forms. The optional benefit form chosen pursuant to
Section 4.1 must be elected, on a Form supplied by the Employer, before the Participant’s
Participation Date. Separate elections will be available with respect to Retirement or other
Termination, death and Disability. Separate elections could be made by Participants in 2006,
to apply after 2006. In 2008, Participants were (again) given the power to make separate
elections, to apply after 2008. Elections (if made) in 2006 continue to apply after 2006,
unless a new election is made in 2008, in which case the 2006 election will apply prior to
2009 and the 2008 election will apply after 2008. Should a Participant fail to elect how his
Account is to be distributed, then his Account will be payable in a lump-sum distribution in
cash. The foregoing provisions of this Section 4.2 are subject to the last sentence of
Section 4.1, concerning lump-sum distributions.




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	4.3	 	Delay and Acceleration. Notwithstanding any other provision of this Plan to the
contrary, in accordance with applicable Treasury regulations, benefit payments will be delayed
if the Committee believes that delay is necessary to: (a) cause payments not to exceed the
limit of Code Section 162(m); (b) prevent a violation of Federal securities laws or other
laws; or (c) satisfy the requirements of the Uniformed Services Employment and Reemployment
Rights Act of 1994 (USERRA). Delay may also be applied by the Committee due to events and
conditions prescribed by the Internal Revenue Service. Notwithstanding any other provision of
this Plan to the contrary, in accordance with applicable Treasury regulations, benefit
payments will be accelerated if the Committee believes that acceleration is necessary to: (a)
comply with a domestic relations order that is legally binding with respect to the Plan; (b)
comply with an ethics agreement with the Federal government; (c) comply with a federal, state,
local or foreign ethics law or conflicts of interest law; (d) pay FICA tax or income taxes
payable as a result of the FICA tax payment on Plan benefits; or (e) resolve a bona fide
dispute as to a right to payment.





ARTICLE V




Accounts, Earnings and Investments





	5.1	 	Accounts. Accounts will be created for Participants, to which amounts credited under
Section 3.1 will be added. Credits will be made even though amounts are not contributed to an
HCA 401(k) trust by Employer. Accounts will be debited (i.e., reduced) by any
distributions to, or on account of, the Participant.






	5.2	 	Earnings. Accounts will be credited with earnings and debited with losses on the
basis (i.e., daily, monthly, etc.) applied under the HCA 401(k) Plan. Accounts will be
credited with the earnings (or loss) rate actually earned by the Mix B Fund of the HCA 401(k)
Plan or any successor fund thereto.





ARTICLE VI




Timing of Distributions





	6.1	 	Death. In the event of the death of a Participant, such Participant’s vested Account
balance (or remaining Account, if installment payments have begun) will be paid to the payees
entitled to death benefits under the 401(k) Plan in the proportions applicable under the
401(k) Plan (whether pursuant to a death beneficiary designation or otherwise) in the form
applicable under Sections 4.1 and 4.2. If a lump-sum distribution is payable, it will be paid
as soon as administratively feasible following death (but no later than the 15th
day of the third month following the month of death). If installment payments are payable,
then the first installment will be paid during the month of July of the calendar year
following the calendar year during which death occurred. (If installment payments have
already begun, the remaining installments will be paid to the death beneficiary(ies).) No
additional benefits will be payable thereafter to anyone with respect to such Participant or
his benefits.






	6.2	 	Disability. In the event of the Disability of a Participant prior to Retirement,
such Participant’s vested Account balance will be paid (or begin being paid, in the case of an
election to receive installments) in the benefit form applicable under Sections 4.1 and 4.2.




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	 	 	If a lump-sum distribution option was elected, then such distribution will be made as soon
as administratively feasible following receipt by the Committee of proof of Disability (but
no later than the 15th day of the third month following the month of the
Disability determination). If the installments option was elected, then the initial
installment payment will be paid during the month of July of the calendar year following the
calendar year of Disability determination, except that no Disability payment(s) will be made
unless the Committee receives proof of Disability. In order to be eligible to receive
benefits attributable to being Disabled, a Participant must file a claim for Disability
benefits within three (3) months of termination of employment, and must notify the Committee
of the Social Security Administration’s determination of Disability within three (3) months
of the date of determination. If benefits have already been paid to the Participant and
supplemental benefits are payable due to the Disability determination, such supplemental
benefits will be paid pursuant to the foregoing provisions of this Section 6.2. If a
Participant who is receiving installment payments becomes Disabled, no changes will be made
to the installment payments he is entitled to receive.
	 
	6.3	 	Retirement and Termination Distributions. In the event of Retirement, Termination,
or termination of employment for a reason other than death, Retirement or Disability, a
Participant’s benefits will be paid in the benefit form elected under Article IV. If a
lump-sum distribution option was elected, then such distribution will be made during July of
the calendar year next following the calendar year in which Termination, Retirement or
termination of employment for a reason other than death, Retirement or Disability occurs. If
installment payments were elected, then the initial installment payment will be made during
July of such next following calendar year. Subsequent installments will be paid during the
month of July for each succeeding year. If the Participant elected to receive installments
and has terminated employment, subsequent Disability of the Participant will have no impact on
the installment payments being made.
	 
	6.4	 	Change in Control. In the event of a Change in Control, the Retirement age will be
age 60, instead of age 65. In the event of Termination either by Employer (or the successor
employer) when Cause does not exist or by Employee when Good Reason exists, within six (6)
months before or after the Change in Control, the noncompete provisions of Section 7.3 will
not apply.
	 
	6.5	 	No Other Distributions. Distributions will be paid only upon the events described in
this Article VI that supply a right to a distribution.





ARTICLE VII




Rights of Participants; Forfeitability





	7.1	 	General Creditors. Participants have the status of general unsecured creditors of
Employer. The Plan constitutes a mere promise by Employer to make benefit payments in the
future. It is the intention of the Employer that the arrangements provided herein be
“unfunded” for purposes of Title I of the Employee Retirement Income Security Act of 1974
(“ERISA”). The accounts of Participants will be maintained as bookkeeping entries by the
Committee or its agent. Benefits will be paid from the Employer’s general assets, except to
the extent they are paid from a “rabbi trust” established by the Employer.




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	7.2	 	Vesting of Benefits. A Participant will be fully vested in his Account if he ceases
to be an Employee due to: (a) Retirement; (b) death; or (c) Disability. Otherwise, a
Participant will be 20 percent, 40 percent, 60 percent, 80 percent or 100 percent vested in
his Account upon completion of 2, 3, 4, 5 and 6 Years of Service, respectively. If a
Participant who is partially vested in his Account terminates employment and receives a
distribution of his vested Account, the nonvested portion of his Account will be forfeited.
In the event a Participant who terminated employment and received a distribution of his vested
Account is later rehired, his Years of Service that existed under the Plan prior to
termination of employment (but not his prior Account or any portion thereof) will be restored
if his prior Years of Service under the HCA 401(k) Plan (as calculated with respect to his
matching contributions account) is restored under the HCA 401(k) Plan. For this purpose, a
Participant who was zero percent (0%) vested in his Account upon termination of employment
will be entitled to have his prior Years of Service under the Plan restored if (and only if)
his prior vesting service under the HCA 401(k) Plan is restored. Notwithstanding the
foregoing vesting provisions, the Plan Sponsor will be under no obligation to fund the Plan
via trust arrangement or otherwise, and benefits will be payable only if the provisions of
Article VI so provide.
	 
	7.3	 	Noncompete. Subject to the second sentence of Section 6.4, a Participant who renders
services for any health care organization at any time within the five (5) year period
immediately following Disability, Termination, or Retirement will forfeit his right to any
further payments or benefits from the Plan and will repay to the Employer the total amount of
payments already made to him from (or with respect to) the Plan. All or part of the
provisions of the preceding sentence may be waived by: (a) the Chairman of the Board, with
respect to Participants who are not executive officers; and (b) the Committee, with respect to
any Participant.





ARTICLE VIII




Administration and Miscellaneous





	8.1	 	Administration. The Committee will have discretionary authority to administer and
interpret this Plan in accordance with the provisions of the Plan. Any determination or
decision by the Committee will be conclusive and binding on all persons who at any time have
or claim to have any interest whatsoever under this Plan. The same powers will apply to the
Benefits Appeals Committee, with respect to handling of appeals of denied claims.
	 
	8.2	 	Liability of Committee, Indemnification. To the extent permitted by law, no member
of the Committee will be liable to any person for any action taken or omitted in connection
with the interpretation and administration of this Plan unless attributable to his own gross
negligence or willful misconduct. Employer shall indemnify each member of the Committee
against any and all claims, losses, damages and expenses incurred, including counsel fees, and
against any liability, including any amounts paid in settlement with the Committee member’s
approval, arising from action or failure to act, except when the same is judicially determined
to be attributable to gross negligence or willful misconduct of the member.
	 
	8.3	 	Expenses and Books and Records. The books and records to be maintained for the
purpose of the Plan, if any, shall be maintained by the officers and employees of




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	 	 	Employer at its expense and subject to the supervision and control of the Committee. All
expenses of administering the Plan will be paid by Employer.
	 
	8.4	 	Benefits Not Assignable. To the extent permitted by law, the right of any
Participant in any benefit or to any payment hereunder shall not be subject in any manner to
attachment or other legal process for the debts of such Participant; and any such benefit or
payment shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment by creditors of the Participant. Any attempt by
Participant to anticipate, alienate, sell, pledge, or encumber benefits will, unless the
Committee directs otherwise, result in forfeiture of entitlement to future payments or
benefits. However, the terms of a domestic relations order that meets the requirements of a
Qualified Domestic Relations Order (“QDRO”), as defined in Code section 414(p), will be
honored if it provides for payment of a lump-sum distribution within the two month period
beginning one month after submission of the order to the Committee.
	 
	8.5	 	Governing Law. All rights and benefits hereunder shall be governed and construed in
accordance with the laws of the State of Delaware, except to the extent that federal law
supercedes or preempts state law.
	 
	8.6	 	Adoption by Subsidiaries Not Necessary. Employees of the Company and its
Subsidiaries are potentially eligible to participate, and no separate adoption agreements are
necessary by any Employee’s employer.
	 
	8.7	 	Severability. In the event that any provision of this Plan will be declared illegal
or invalid for any reason, said illegality or invalidity shall not affect the remaining
provisions of this Plan but will be fully severable and this Plan will be construed and
enforced as if said illegal or invalid provision had never been inserted herein. However,
after deletion or elimination of any illegal or invalid provisions, the remaining provisions
of the Plan will be construed in a manner so as to achieve, as closely as possible, the intent
and objectives of the Plan, as provided by reading the Plan in its (pre-deletion) entirety.
	 
	8.8	 	Construction. The article and section headings and numbers are included only for
convenience of reference and are not to be taken as limiting or extending the meaning of any
of the terms and provisions of this Plan. Whenever appropriate, words used in the singular
shall include the plural or the plural may be read as the singular.
	 
	8.9	 	Information to Be Furnished. Participants shall provide the Employer and the
Committee with such information and evidence, and shall sign such documents, as may reasonably
be requested from time to time for the purpose of administration of the Plan.
	 
	8.10	 	Tax Withholding. All benefit payments made to or in respect of a Participant under
the Plan, as well as other interests of a Participant under the Plan, will be subject to all
income and employment tax withholdings and other deductions required by federal, state or
local law.
	 
	8.11	 	Pre-2008 Provisions. Notwithstanding any provision in this Plan to the contrary
except Section 10.1, the Plan will be administered pursuant to the terms the Appendix for
2007, except the cash-out provision of Section 4.1 of the Appendix will apply for the period
beginning on July 1, 2006 and ending on December 31, 2007. Prior to 2007, the terms of




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	 	 	the original 2001 Plan will apply, except that: (a) any changes necessitated by the American
Jobs Creation Act of 2004 (AJCA) will be effective on the date(s) required by the AJCA, as
determined by the Committee; (b) after 2004, for any period during which the common stock of
the Company is publicly-traded on an established securities market or otherwise, payments to
any Participant will not begin until six (6) months have elapsed after termination of
employment; and (c) the cash-out provisions of Section 4.1 as described in the preceding
sentence, will apply beginning on July 1, 2006.
	 
	8.12	 	Errors in Account Statements, Deferrals or Distributions. In the event of an error
in a deferral amount (i.e. employer allocation amount), consistent with and as permitted by
any correction procedures provided in regulations or IRS guidance established under IRC
Section 409A, the error will be corrected. In the event of an error in a distribution, the
over or under payment will be corrected by payment to or collection from the Participant
consistent with any correction procedures provided in regulations or IRS guidance established
under IRC Section 409A. In the event of an overpayment, the Company may, at its discretion,
offset other amounts payable to the Participant from the Company (including but not limited to
salary, bonuses, expense reimbursements, severance benefits or other employee compensation
benefit arrangements, as allowed by law and subject to compliance with IRC Section 409A) to
recoup the amount of such overpayment(s).
	 
	8.13	 	Employment Not Guaranteed. Nothing contained in the Plan nor any action taken
hereunder will be construed as a contract of employment or as giving any Participant any right
to continue the provision of services in any capacity whatsoever to the Company.
	 
	8.14	 	Successors of the Company. The rights and obligations of the Company under the Plan
will inure to the benefit of, and shall be binding upon, the successors and assigns of the
Company.
	 
	8.15	 	Notice. Any notice of filing required or permitted to be given to the Company or the
Participant under this Agreement will be sufficient if in writing and hand-delivered, or sent
by registered or certified mail, in the case of the Company, to the principal office of the
Company, directed to the attention of the Committee, and in the case of the Participant, to
the last known address of the Participant indicated on the employment records of the Company.
Such notice will be deemed given as of the date of delivery or, if delivery is made by mail,
as of the date shown on the postmark on the receipt for registration or certification.
Notices to the Company or the Participant may be permitted by electronic communication
according to specifications established by the Committee.





ARTICLE IX




Amendment of Plan





	9.1	 	Amendment. The Plan may be amended in whole or in part in any manner from time to
time by the Board or by the Committee. However, no amendment may reduce the benefits accrued
through the date of the amendment. For this purpose, an optional form of benefit or a benefit
payment option will be considered neither benefits accrued nor an accrued benefit, provided
that (a) no amendment may be adopted after a Change in Control (or within six (6) months
before a Change in Control) that would defer the timing of when benefits begin, and (b) on and
after the date of a Change in Control, the benefit payment methods available to Participants
must include a benefit payout method that




9









 






	 	 	supplies payments that equal or exceed the payments that would be made if installments were
paid over ten (10) years.





ARTICLE X




Termination of Plan





	10.1	 	Plan May Be Terminated At Any Time. The Plan has been created by Employer
voluntarily. Employer reserves the right to terminate the Plan at any time by action of the
Board or the Committee. In the event of termination, no additional Benefits will accrue after
the date of the Plan’s termination. Termination Benefits will be payable if the termination
does not occur proximate to a downturn in the financial health of the Company, and (a) all
other non-elective account balance plans and arrangements of the Company and all employers
affiliated thereto (pursuant to Code Sections 414(b), (c) and (m)) are terminated when the
Plan is terminated, and (b) benefits under the Plan and benefits under all non-elective
account balance plans and arrangements of the Company and all employers affiliated thereto
(pursuant to Code Sections 414(b), (c) and (m)) that accrued after 2004 will continue to be
paid under the ordinary distribution provisions for the 12-month period beginning on the
termination date, and remaining post-2004 benefits will be distributed during the 12-month
period beginning 12 months after the termination date. In the event that distributions are
made pursuant to the preceding sentence, neither the Company nor any affiliated employer
(pursuant to Code Sections 414(b), (c) and (m)) will adopt a non-elective account balance plan
within three (3) years after the termination date. Benefits that accrued prior to 2005 will
be distributed under the termination provisions that existed on September 30, 2004 as soon as
administratively feasible following the termination date. In accordance with the timing rules
and requirements of the Code Section 409A regulations, Benefits will also be distributed in
the event the Company files bankruptcy, and the bankruptcy court approves of termination in
accordance with 11 U.S.C. §503(b)(1)(A).





ARTICLE XI




Claims Procedure





	11.1	 	Filing of Claim. A Participant or Beneficiary shall make a claim for benefits under
the Plan by filing a written request with the Committee upon a form to be furnished to him for
such purpose. The Committee shall process claims for benefits on the basis of the records of
the Committee and the Company. The Committee shall determine all questions arising in the
administration, interpretation and application of the Plan. All such determinations will be
final, conclusive and binding, except to the extent that they are appealed in accordance with
the claims procedure provided in this Article.






	11.2	 	Denial of Claim. If a claim is wholly or partially denied, the Committee shall
furnish the Participant or Beneficiary with written notice of the denial within a reasonable
period of time after receipt of the claim by the Committee. This period will not exceed
ninety (90) days after the date the original claim was filed, except that if special
circumstances require an extension of time for processing, a decision will be rendered as soon
as possible, but in no event later than one hundred and eighty (180) days after receipt of the
claim. In the event that an extension of time is necessary, the Committee shall notify the
claimant of such need; the reason(s) therefor; and the extension period prior to the




10









 






	 	 	expiration of the ninety (90) day review period. Any notice of denial will provide (a) the
reason for denial; (b) specific reference to pertinent Plan provisions on which the denial
is based; (c) a description of any additional information needed to perfect the claim and an
explanation of why such information is necessary; (d) an explanation of the Plan’s claims
procedure; (e) a statement that the claimant is entitled to receive, upon request and free
of charge, reasonable access to and copies of all documents, records and other information
relevant to the claimant’s claim; and (f) a statement notifying the claimant of his right to
file a civil action under ERISA § 502(a), following an adverse determination on appeal.






	11.3	 	Review of Denial. The Participant or Beneficiary shall have sixty (60) days from
receipt of a denial notice in which to make a written application for review by the Benefits
Appeals Committee. The Participant or Beneficiary will have the right to (a) representation;
(b) review pertinent documents; and (c) submit written comments, documents, records and other
information relating to the claim. Upon request, a claimant shall be provided, free of
charge, reasonable access to, and copies of, all documents, records and other information
relevant to the claimant’s claim for benefits. In considering an appeal, the Benefits Appeals
Committee shall review and consider any written comments submitted by the Participant or by
the Participant’s duly authorized representative, however, the right to appeal does not
require the Benefits Appeals Committee to allow the Participant or the Participant’s
representative to appear in person.
	 
	11.4	 	Decision Upon Review. The Benefits Appeals Committee shall issue a decision on such
review within a reasonable period of time after receipt of an application for review as
provided in Section 11.3. Except to the extent permitted by Department of Labor regulations
(including the quarterly meetings exception of 29 CFR §2560.503-1(i)(1)(ii)), the period of
time in which a decision shall be issued shall not exceed sixty (60) days after receipt of an
application for review, except that if special circumstances require an extension of time for
processing, a decision on review will be rendered as soon as possible, but in no event later
than one hundred and twenty (120) days after receipt of an application for review. The time
frame for response will be tolled for any period during which the Benefits Appeals Committee
is awaiting the receipt of information. In the event that an extension of time is necessary,
the Benefits Appeals Committee shall notify the claimant of such need; the reason(s)
therefore; and extension period prior to expiration of the sixty (60) day review period. If
it is adverse to the claimant, the decision upon review will set forth: (a) the specific
reason(s) for the adverse determination; (b) reference to the specific Plan provision(s) on
which the determination is based; (c) a statement that the claimant is entitled to receive,
upon request and free of charge, reasonable access to, and copies of, all documents, records
and other information relevant to the claimant’s claim; and (d) a statement notifying the
Participant of his right to file a civil action under ERISA § 502(a).




11









 











     IN WITNESS WHEREOF, the Company has caused this Plan to be executed this 22nd day of October,
2008.



	 	 	 	 	 
	 	COMPANY:


HCA Inc.

a Delaware Corporation

 	 
	 	By:  	/s/ Sabrina Ruderer
 	 
	 	 	Vice President Compensation & Benefits 	 
	 	 	 	 



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APPENDIX OF THE

HCA

RESTORATION PLAN



This Appendix describes the terms of the Plan for 2007, except the $500,000 cash-out provision of
Section 4.1 will apply for the period beginning on July 1, 2006 and ending on December 31, 2007.




ARTICLE I




Definitions



“Account” means the account, including any subaccounts, established on behalf of each Participant
in the Plan.



“Benefits Appeals Committee” means the Benefits Appeals Committee of HCA Inc.



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



“Cause” means the Participant’s commission of a felony or other violation of law involving
embezzlement, fraud, or other material breach of the Participant’s duty of loyalty to the Employer
which results in harm to the Employer. The determination of whether Cause exists will be made by
the Committee after conducting a reasonable investigation and providing the Participant with an
opportunity to present evidence on his behalf.



“Change in Control” means: (a) a change in ownership of the Company; (b) a change in effective
control of the Company; or (c) a change in the ownership of a substantial portion of the assets of
the Company. For purposes of the preceding sentence: (a) a “change in ownership of the Company”
means the acquisition by one person or entity or a group of persons and/or entities of greater than
fifty percent (50%) of the total fair market value or total voting power of the stock of the
Company (when such acquirer(s) previously owned less than fifty percent (50%) of the value and
voting power of such stock); (b) a “change in effective control of the Company” means either: (i)
the acquisition by one person or entity or a group of persons and/or entities within a 12-month
period of ownership of stock of the Company possessing thirty percent (30%) or more of the total
voting power; or (ii) a replacement of a majority of the Company’s board of directors during a
12-month period by directors whose appointment or election is not endorsed by a majority of the
members of the Company’s board of directors prior to such appointment or election; and (c) a
“change in ownership of a substantial portion of the assets of the Company” means acquisition by
any person or entity or a group of persons and/or entities during a 12-month period of assets from
the Company that have a total gross fair market value equal to or more than 40 percent of the total
gross fair market value of all of the assets of the Company immediately prior to acquisition,
provided that a sale to a related person or entity or a group of related persons and/or


13









 






entities will not constitute a change in ownership of a substantial portion of the assets of the
Company. The foregoing provisions will be interpreted in accordance with the applicable final
regulations issued under Code Section 409A with respect to the definition of a change in control.



“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations
promulgated thereunder.



“Committee” means the Compensation Committee of the Company.



“Company” means HCA Inc., a Delaware corporation, and any corporate successor(s) thereto.



“Compensation” means compensation as defined in the Retirement Plan, without consideration of the
Code Section 401(a)(17).



“Disability” means mental or physical disability as determined under the Retirement Plan.



“Employee” means an employee of Employer.



“Employer” means the Company or any Subsidiary.



“Good Reason” means: (a) material diminution of position, as determined by the Committee; (b)
material reduction of compensation and/or benefits, as determined by the Committee; or (c)
relocation beyond fifty (50) miles from Employee’s current office.



“Participant” means, except as provided in the second sentence of Section 2.2, an Employee: (a)
with respect to whom contributions to his account under the Retirement Plan have been limited for
one or more calendar years due to the limitation of Code Section 401(a)(17); and (b) who has not
received all of the benefits to which he/she is entitled under the Plan, as determined by the
Committee.



“Plan” means this HCA Restoration Plan, as it may be amended from time to time.



“Plan Sponsor” means HCA Inc. or any successor(s) thereto.



“Plan Year” means the calendar year.



“Retirement” means physical retirement from employment with Employer and all affiliated employers
at or after attainment of age 65. With respect to a Participant on leave of absence, retirement
will be deemed to occur if (and only if) the leave period exceeds six (6) months (and retirement
will be deemed to occur on the first day after expiration of such six-month period), unless the
Participant’s right to reemployment is guaranteed by law or contract (in which case retirement will
not be deemed to occur).



“Retirement Plan” means the HCA Retirement Plan, a tax-qualified plan maintained by Employer, as
amended from time-to-time.




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“Subsidiary” means a company or an unincorporated organization with which the Company is affiliated
under Code Sections 414(b), (c), or (m).



“Termination” means cessation of employment with Employer and all affiliated employers for any
reason other than Disability, Retirement or death. With respect to a Participant on leave of
absence, termination of employment will be deemed to occur if (and only if) the leave period
exceeds six (6) months (and termination will be deemed to occur on the first day after expiration
of such six-month period), unless the Participant’s right to reemployment is guaranteed by law or
contract (in which case termination will not be deemed to occur).



“Year of Service” means a Year of Service, as defined in the Retirement Plan, including any Years
of Service credited under the Retirement Plan due to service with a prior employer. Years of
Service shall include Years of Service performed prior to 2001 under the Retirement Plan (or any
predecessor plan thereto).




ARTICLE II




Participation





	2.1	 	General. The Plan is intended to qualify as a “top hat” plan under 29 U.S.C. §
1051(2). Accordingly, only a select group of management or highly compensated employees of
the Company and its Subsidiaries may participate in the Plan. Any provision of this Plan or
any action taken by the Board, the Committee or Employer, which would cause the Plan to fail
to qualify as a top hat plan, under 29 U.S.C. § 1051(2) will be void.
	 
	2.2	 	Election to Participate Not Necessary. An Employee participating in the Retirement
Plan with respect to whom contributions under the Retirement Plan are limited due to Code
section 401(a)(17) for a Plan Year will be a Participant with respect to such Plan Year.





ARTICLE III




Amounts Credited to Accounts





	3.1	 	Amounts Credited. Following the end of each Plan Year, on the date contributions are
made to the Retirement Plan, the Account of each Participant will be credited with the amount
which would have been contributed to the Retirement Plan on his behalf in the form of Employer
contributions and allocated forfeitures but for Code Section 401(a)(17), less amounts actually
credited to his accounts for such Plan Year under the Retirement Plan in the form of Employer
contributions and allocated forfeitures. As described in Section 5.2, earnings (or losses)
shall be credited at the rate earned (or lost) under the Retirement Plan.




15









 











ARTICLE IV




Optional Benefit Forms, Elections and Timing of Benefit Payments





	4.1	 	Optional Benefit Forms. All benefits under the Plan will be paid in cash. As
provided in Section 4.2, a Participant may elect to receive his benefits in one of three (3)
forms:






	 	(d)	 	a lump-sum distribution;
	 
	 	(e)	 	five (5) installments payable over a five (5) year period; or
	 
	 	(f)	 	ten (10) installments payable over a ten (10) year period.






Installment payments shall be calculated by dividing the Participant’s Account by the number of
installments remaining. Notwithstanding the preceding provisions of this Section, effective
July 1, 2006, the Committee will pay a Participant’s benefits in a lump-sum distribution in
cash if the vested Account that is payable (as calculated within ninety (90) days prior to
payment) does not exceed $500,000.




	4.2	 	Timing of Election of Benefit Forms. The optional benefit form chosen pursuant to
Section 4.1 must be elected, on a Form supplied by the Employer, before the first day of
February immediately following the first year of participation. Separate elections will be
available with respect to Retirement or other Termination, death and Disability. Separate
elections could be made by Participants in 2006, to apply after 2006. Those elections (if
made) apply for 2007. Should a Participant fail to elect how his Account is to be
distributed, then his Account will be payable in a lump-sum distribution in cash. The
foregoing provisions of this Section 4.2 are subject to the last sentence of Section 4.1,
concerning lump-sum distributions.
	 
	4.3	 	Delay and Acceleration. Notwithstanding any other provision of this Plan to the
contrary, in accordance with applicable Treasury regulations, benefit payments will be delayed
if the Committee believes that delay is necessary to: (a) cause payments not to exceed the
limit of Code Section 162(m); (b) prevent a violation of Federal securities laws or other
laws; or (c) satisfy the requirements of the Uniformed Services Employment and Reemployment
Rights Act of 1994 (USERRA). Delay may also be applied by the Committee due to events and
conditions prescribed by the Internal Revenue Service. Notwithstanding any other provision of
this Plan to the contrary, in accordance with applicable Treasury regulations, benefit
payments will be accelerated if the Committee believes that acceleration is necessary to: (a)
comply with a domestic relations order that is legally binding with respect to the Plan; (b)
comply with an ethics agreement with the Federal government; (c) comply with a federal, state,
local or foreign ethics law or conflicts of interest law; (d) pay FICA tax or income taxes
payable as a result of the FICA tax payment on Plan benefits; or (e) resolve a bona fide
dispute as to a right to payment.




16









 











ARTICLE V




Accounts, Earnings and Investments





	5.1	 	Accounts. Accounts shall be created for Participants, to which amounts credited
under Section 3.1 shall be added. Credits shall be made even though amounts are not
contributed to a trust by Employer. Accounts shall be debited (i.e., reduced) by any
distributions to, or on account of, the Participant.






	5.2	 	Earnings. Accounts shall be credited with earnings and debited with losses on the
basis (i.e., daily, monthly, etc.) applied under the Retirement Plan. Accounts shall be
credited with the earnings (or loss) rate actually earned under the Retirement Plan.





ARTICLE VI




Timing of Distributions





	6.1	 	Death. In the event of the death of a Participant, such Participant’s vested Account
balance (or remaining Account, if installment payments have begun) will be paid to the payees
entitled to death benefits under the Retirement Plan in the proportions applicable under the
Retirement Plan (whether pursuant to a death beneficiary designation or otherwise) in the form
applicable under Sections 4.1 and 4.2. If a lump-sum distribution is payable, it will be paid
as soon as administratively feasible following death (but no later than the 15th
day of the third month following the month of death). If installment payments are payable,
then the first installment will be paid during the month of July of the calendar year
following the calendar year during which death occurred. (If installment payments have
already begun, the remaining installments will be paid to the death beneficiary(ies).) No
additional benefits will be payable thereafter to anyone with respect to such Participant or
his benefits.






	6.2	 	Disability. In the event of the Disability of a Participant prior to Retirement,
such Participant’s vested Account balance will be paid (or begin being paid, in the case of an
election to receive installments) in the benefit form applicable under Sections 4.1 and 4.2.
If a lump-sum distribution option was elected, then such distribution will be made as soon as
administratively feasible following receipt by the Committee of proof of Disability (but no
later than the 15th day of the third month following the month of the Disability
determination). If the installments option was elected, then the initial installment payment
will be paid during the month of July of the calendar year following the calendar year of
Disability determination, except that no Disability payment(s) will be made until the
Committee receives proof of Disability. In order to be eligible to receive benefits
attributable to being Disabled, a Participant must file a claim for Disability benefits within
three (3) months of termination of employment, and must notify the Committee of the Social
Security Administration’s determination of Disability within three (3) months of the date of
determination. If benefits have already




17









 






	 	 	been paid to the Participant and supplemental benefits are payable due to the Disability
determination, such supplemental benefits will be paid pursuant to the foregoing provisions
of this Section 6.2. If a Participant who is receiving installment payments becomes
Disabled, no changes will be made to the installment payments he is entitled to receive.
	 
	6.3	 	Retirement and Termination Distributions. In the event of Retirement or Termination,
a Participant’s benefits shall be paid in the benefit form elected under Article IV. If a
lump-sum distribution option was elected, then such distribution will be made during July of
the calendar year next following the calendar year in which Termination or Retirement occurs.
If installment payments were elected, then the initial installment payment shall be made
during July of such next following calendar year. Subsequent installments will be paid during
the month of July for each succeeding year. If the Participant elected to receive
installments and has terminated employment, subsequent Disability of the Participant will have
no impact on the installment payments being made.
	 
	6.4	 	Change in Control. In the event of a Change in Control, the Retirement age shall be
age 60, instead of age 65. In the event of Termination either by Employer (or the successor
employer) when Cause does not exist or by Employee when Good Reason exists, within six (6)
months before or after the Change in Control, the noncompete provisions of Section 7.3 will
not apply.
	 
	6.5	 	No Other Distributions. Distributions will be paid only upon the events described in
this Article VI that supply a right to a distribution.





ARTICLE VII




Rights of Participants; Forfeitability





	7.1	 	General Creditors. Participants have the status of general unsecured creditors of
Employer. The Plan constitutes a mere promise by Employer to make benefit payments in the
future. It is the intention of the Employer that the arrangements provided herein be
“unfunded” for purposes of Title I of the Employee Retirement Income Security Act of 1974
(“ERISA”). The accounts of Participants shall be maintained as bookkeeping entries by the
Committee or its agent. Benefits shall be paid from the Employer’s general assets, except to
the extent they are paid from a “rabbi trust” established by the Employer.
	 
	7.2	 	Vesting of Benefits. A Participant shall be fully vested in his Account if he ceases
to be an Employee due to: (a) Retirement; (b) death; or (c) Disability. Otherwise, a
Participant shall be 20 percent, 40 percent, 60 percent, 80 percent or 100 percent vested in
his Account upon completion of 2, 3, 4, 5 and 6 Years of Service, respectively. If a
Participant who is partially vested in his Account terminates employment and receives a
distribution of his vested Account, the nonvested portion of his Account will be forfeited.
In the event a Participant who terminated employment and received a distribution of his vested
Account is later




18









 






	 	 	rehired, his vesting service that existed under the Plan prior to termination of employment
(but not his prior Account or any portion thereof) will be restored if his prior vesting
service under the HCA Retirement Plan is restored under the HCA Retirement Plan. For this
purpose, a Participant who was zero percent (0%) vested in his Account upon termination of
employment will be entitled to have his prior vesting service under the Plan restored if
(and only if) his prior vesting service under the HCA Retirement Plan is restored.
Notwithstanding the foregoing vesting provisions, the Plan Sponsor will be under no
obligation to fund the Plan via trust arrangement or otherwise, and benefits will be
payable only if the provisions of Article VI so provide.
	 
	7.3	 	Noncompete. Subject to the second sentence of Section 6.4, a Participant who renders
services for any health care organization at any time within the five (5) year period
immediately following Disability, Termination, or Retirement shall forfeit his right to any
further payments or benefits from the Plan and shall repay to the Employer the total amount of
payments already made to him from (or with respect to) the Plan. All or part of the
provisions of the preceding sentence may be waived by: (a) the Chairman of the Board, with
respect to Participants who are not executive officers; and (b) the Committee, with respect to
any Participant.





ARTICLE VIII




Administration and Miscellaneous





	8.1	 	Administration. The Committee shall have discretionary authority to administer and
interpret this Plan in accordance with the provisions of the Plan. Any determination or
decision by the Committee shall be conclusive and binding on all persons who at any time have
or claim to have any interest whatsoever under this Plan. The same powers will apply to the
Benefits Appeals Committee, with respect to handling of appeals of denied claims.
	 
	8.2	 	Liability of Committee, Indemnification. To the extent permitted by law, no member
of the Committee shall be liable to any person for any action taken or omitted in connection
with the interpretation and administration of this Plan unless attributable to his own gross
negligence or willful misconduct. Employer shall indemnify each member of the Committee
against any and all claims, losses, damages and expenses incurred, including counsel fees, and
against any liability, including any amounts paid in settlement with the Committee member’s
approval, arising from action or failure to act, except when the same is judicially determined
to be attributable to gross negligence or willful misconduct of the member.
	 
	8.3	 	Expenses and Books and Records. The books and records to be maintained for the
purpose of the Plan, if any, shall be maintained by the officers and employees of Employer at
its expense and subject to the supervision and control of the Committee. All expenses of
administering the Plan shall be paid by Employer.




19









 






	8.4	 	Benefits Not Assignable. To the extent permitted by law, the right of any
Participant in any benefit or to any payment hereunder shall not be subject in any manner to
attachment or other legal process for the debts of such Participant; and any such benefit or
payment shall not be subject to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment or garnishment by creditors of the Participant. Any attempt by
Participant to anticipate, alienate, sell, pledge, or encumber benefits shall, unless the
Committee directs otherwise, result in forfeiture of entitlement to future payments or
benefits. However, the terms of a domestic relations order that meets the requirements of a
Qualified Domestic Relations Order (“QDRO”), as defined in Code section 414(p), will be
honored.
	 
	8.5	 	Governing Law. All rights and benefits hereunder shall be governed and construed in
accordance with the laws of the State of Delaware, except to the extent that federal law
supercedes or preempts state law.
	 
	8.6	 	Adoption by Subsidiaries Not Necessary. Employees of the Company and its
Subsidiaries are potentially eligible to participate, and no separate adoption agreements are
necessary by any Employee’s employer.
	 
	8.7	 	Severability. In the event that any provision of this Plan shall be declared illegal
or invalid for any reason, said illegality or invalidity shall not affect the remaining
provisions of this Plan but shall be fully severable and this Plan shall be construed and
enforced as if said illegal or invalid provision had never been inserted herein. However,
after deletion or elimination of any illegal or invalid provisions, the remaining provisions
of the Plan shall be construed in a manner so as to achieve, as closely as possible, the
intent and objectives of the Plan, as provided by reading the Plan in its (pre-deletion)
entirety.
	 
	8.8	 	Construction. The article and section headings and numbers are included only for
convenience of reference and are not to be taken as limiting or extending the meaning of any
of the terms and provisions of this Plan. Whenever appropriate, words used in the singular
shall include the plural or the plural may be read as the singular.
	 
	8.9	 	Information to Be Furnished. Participants shall provide the Employer and the
Committee with such information and evidence, and shall sign such documents, as may reasonably
be requested from time to time for the purpose of administration of the Plan.
	 
	8.10	 	Tax Withholding. All benefit payments made to or in respect of a Participant under
the Plan, as well as other interests of a Participant under the Plan, shall be subject to all
income and employment tax withholdings and other deductions required by federal, state or
local law.
	 
	8.11	 	Pre-2008 Administration. Notwithstanding any provision in this Plan to the contrary,
prior to 2008, the Plan will be administered pursuant to the terms that




20









 






	 	 	applied prior to this restatement, except that: (a) any changes necessitated by the
American Jobs Creation Act of 2004 (AJCA) will be effective on the date(s) required by the
AJCA, as determined by the Committee; and (b) after 2004, in no event will payments to any
Participant begin before six (6) months have elapsed after termination of employment.





ARTICLE IX




Amendment of Plan





	9.1	 	Amendment. The Plan may be amended in whole or in part in any manner from time to
time by the Board or by the Committee, provided that the Committee may amend the Plan only
with respect to matters that do not have a material financial impact on the Company or any
Subsidiary. However, no amendment may reduce the benefits accrued through the date of the
amendment. For this purpose, an optional form of benefit or a benefit payment option shall be
considered neither benefits accrued nor an accrued benefit, provided that (a) no amendment may
be adopted after a Change in Control (or within six (6) months before a Change in Control)
that would defer the timing of when benefits begin, and (b) on and after the date of a Change
in Control, the benefit payment methods available to Participants must include a benefit
payout method that supplies payments that equal or exceed the payments that would be made if
installments were paid over ten (10) years.





ARTICLE X




Termination of Plan





	10.1	 	Plan May Be Terminated At Any Time. The Plan has been created by Employer
voluntarily. Employer reserves the right to terminate the Plan at any time by action of the
Board. In the event of termination, no additional Benefits will accrue after the date of the
Plan’s termination. Termination Benefits will be payable if the termination does not occur
proximate to a downturn in the financial health of the Company, and (a) all other non-elective
account balance plans and arrangements of the Company and all employers affiliated thereto
(pursuant to Code Sections 414(b), (c) and (m)) are terminated when the Plan is terminated,
and (b) benefits under the Plan and benefits under all non-elective account balance plans and
arrangements of the Company and all employers affiliated thereto (pursuant to Code Sections
414(b), (c) and (m)) that accrued after 2004 will continue to be paid under the ordinary
distribution provisions for the 12-month period beginning on the termination date, and
remaining post-2004 benefits will be distributed during the 12-month period beginning 12
months after the termination date. In the event that distributions are made pursuant to the
preceding sentence, neither the Company nor any affiliated employer (pursuant to Code Sections
414(b), (c) and (m)) will adopt a non-elective account balance plan within three (3) years
after the termination date. Benefits that accrued prior to 2005 will be distributed under the
termination provisions that existed on




21









 






	 	 	September 30, 2004 as soon as administratively feasible following the termination date. In
accordance with the timing rules and requirements of the Code Section 409A regulations,
Benefits will also be distributed in the event the Company files bankruptcy, and the
bankruptcy court approves of termination in accordance with 11 U.S.C. §503(b)(1)(A).





ARTICLE XI




CLAIMS PROCEDURE





	11.1	 	Filing of Claim. A Participant or Beneficiary shall make a claim for benefits under
the Plan by filing a written request with the Committee upon a form to be furnished to him for
such purpose. The Committee shall process claims for benefits on the basis of the records of
the Committee and the Company. The Committee shall determine all questions arising in the
administration, interpretation and application of the Plan. All such determinations shall be
final, conclusive and binding, except to the extent that they are appealed in accordance with
the claims procedure provided in this Article.






	11.2	 	Denial of Claim. If a claim is wholly or partially denied, the Committee shall
furnish the Participant or Beneficiary with written notice of the denial within a reasonable
period of time after receipt of the claim by the Committee. This period will not exceed
ninety (90) days after the date the original claim was filed, except that if special
circumstances require an extension of time for processing, a decision will be rendered as soon
as possible, but in no event later than one hundred and eighty (180) days after receipt of the
claim. In the event that an extension of time is necessary, the Committee shall notify the
claimant of such need; the reason(s) therefor; and the extension period prior to the
expiration of the ninety (90) day review period. Any notice of denial shall provide (a) the
reason for denial; (b) specific reference to pertinent Plan provisions on which the denial is
based; (c) a description of any additional information needed to perfect the claim and an
explanation of why such information is necessary; (d) an explanation of the Plan’s claims
procedure; (e) a statement that the claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of all documents, records and other information
relevant to the claimant’s claim; and (f) a statement notifying the claimant of his right to
file a civil action under ERISA § 502(a), following an adverse determination on appeal.






	11.3	 	Review of Denial. The Participant or Beneficiary shall have sixty (60) days from
receipt of a denial notice in which to make a written application for review by the Benefits
Appeals Committee. The Participant or Beneficiary shall have the right to (a) representation;
(b) review pertinent documents; and (c) submit written comments, documents, records and other
information relating to the claim. Upon request, a claimant shall be provided, free of
charge, reasonable access to, and copies of, all documents, records and other information
relevant to the claimant’s claim for benefits. In considering an appeal, the Benefits Appeals
Committee shall review and consider any written comments submitted by the Participant or




22









 






	 	 	by the Participant’s duly authorized representative, however, the right to appeal does not
require the Benefits Appeals Committee to allow the Participant or the Participant’s
representative to appear in person.




Decision Upon Review. The Benefits Appeals Committee shall issue a decision on such review
within a reasonable period of time after receipt of an application for review as provided in
Section 11.3. Except to the extent permitted by Department of Labor regulations (including the
quarterly meetings exception of 29 CFR §2560.503-1(i)(1)(ii)), the period of time in which a
decision shall be issued shall not exceed sixty (60) days after receipt of an application for
review, except that if special circumstances require an extension of time for processing, a
decision on review will be rendered as soon as possible, but in no event later than one hundred and
twenty (120) days after receipt of an application for review. The time frame for response shall be
tolled for any period during which the Benefits Appeals Committee is awaiting the receipt of
information. In the event that an extension of time is necessary, the Benefits Appeals Committee
shall notify the claimant of such need; the reason(s) therefore; and extension period prior to
expiration of the sixty (60) day review period. If it is adverse to the claimant, the decision
upon review shall set forth: (a) the specific reason(s) for the adverse determination; (b)
reference to the specific Plan provision(s) on which the determination is based; (c) a statement
that the claimant is entitled to receive, upon request and free of charge, reasonable access to,
and copies of, all documents, records and other information relevant to the claimant’s claim; and
(d) a statement notifying the Participant of his right to file a civil action under ERISA § 502(a).





23