I 

108TH CONGRESS 

2D SESSION H. R. 5313 

To require the advance disclosure to shareholders of certain executive pension 

plans. 

IN THE HOUSE OF REPRESENTATIVES 

OCTOBER 8, 2004 

Mr. EVERETT introduced the following bill; which was referred to the 

Committee on Financial Services 

A BILL 

To require the advance disclosure to shareholders of certain 

executive pension plans. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Corporate Advance 

5 Disclosure Act of 2004’’. 

6 SEC. 2. ADVANCE DISCLOSURE FOR CREATION OR IN7 CREASE IN NON-QUALIFIED PENSION PLANS. 

8 Section 13 of the Securities Exchange Act of 1934 

9 (15 U.S.C. 78m) is amended by adding at the end the 

10 following new subsection: 
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1 ‘‘(m) ADVANCE DISCLOSURE FOR CREATION OR IN2 CREASE IN NON-QUALIFIED PENSION PLANS.— 

3 ‘‘(1) DISCLOSURE REQUIRED.—Any issuer that 

4 creates, substantially increases, or funds any non5 qualified pension plan for which any director or ex6 ecutive officer of the issuer is the beneficiary shall 

7 provide not less than 60 days notice in advance of 

8 such action by filing, in accordance with such rules 

9 as the Commission shall prescribe, such information 

10 as the Commission may require. Such rules shall re11 quire that the disclosure separately state each cre12 ation, increase, or funding with respect to each such 

13 director or officer. 

14 ‘‘(2) DEFINITIONS.—For purposes of this sub15 section: 

16 ‘‘(A) DIRECTOR OR EXECUTIVE OFFI17 CER.—The Commission shall define the term 

18 ‘director or executive officer’ by rule. 

19 ‘‘(B) NON-QUALIFIED PENSION PLAN.— 

20 The term ‘non-qualified pension plan’ means— 

21 ‘‘(i) an excess benefit plan; 

22 ‘‘(ii) a top-hat plan; or 

23 ‘‘(iii) any other benefit plan that the 

24 Commission determines by rule, consistent 

25 with the protection of investors and the 
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1 public interest, to treat as a non-qualified 

2 pension plan. 

3 ‘‘(C) EXCESS BENEFIT PLAN.—The term 

4 ‘excess benefit plan’ has the meaning provided 

5 such term by section 3(36) of the Employee Re6 tirement Income Security Act of 1974 (29 

7 U.S.C. 1002(36)). 

8 ‘‘(D) TOP-HAT PLAN.—The term ‘top-hat 

9 plan’ means any pension plan (as such term is 

10 defined in section 3(2) of such Act), or any sep11 arable part of a pension plan, that is— 

12 ‘‘(i) maintained by an employer pri13 marily for the purpose of providing de14 ferred compensation for a select group of 

15 management or highly compensated em16 ployees; and 

17 ‘‘(ii) unfunded. 

18 ‘‘(E) UNFUNDED.—A plan shall be consid19 ered to be ‘unfunded’ if its benefits must be 

20 paid as needed solely— 

21 ‘‘(i) from the employer’s general as22 sets, rather than from a separate trust or 

23 account that has been set aside to hold the 

24 funds in question; 
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1 ‘‘(ii) through insurance contracts the 

2 premiums for which are paid directly by 

3 the employer from its general assets; or 

4 ‘‘(iii) through both the assets de5 scribed in subparagraph (B) and the con6 tracts described in subparagraph (C). 

7 ‘‘(F) SUBSTANTIALLY INCREASE; FUND8 ING.—The Commission shall, by rule, define the 

9 terms ‘substantially increase’ and ‘to fund’. 

10 Such rules may provide that an action may be 

11 treated as within either such term even if there 

12 is not a ‘constructive receipt’ by the officer or 

13 director.’’. 

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