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. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Corporate Advance 
Disclosure Act of 2004’’. 
SEC. 2. ADVANCE DISCLOSURE FOR CREATION OR IN-
CREASE IN NON-QUALIFIED PENSION PLANS. 
Section 13 of the Securities Exchange Act of 1934 
(15 U.S.C. 78m) is amended by adding at the end the 
following new subsection:
‘‘(m) ADVANCE DISCLOSURE FOR CREATION OR IN-
CREASE IN NON-QUALIFIED PENSION PLANS.— 
‘‘(1) DISCLOSURE REQUIRED.—Any issuer that 
creates, substantially increases, or funds any non- 
qualified pension plan for which any director or ex-
ecutive officer of the issuer is the beneficiary shall 
provide not less than 60 days notice in advance of 
such action by filing, in accordance with such rules 
as the Commission shall prescribe, such information 
as the Commission may require. Such rules shall re-
quire that the disclosure separately state each cre-
ation, increase, or funding with respect to each such 
director or officer. 
‘‘(2) DEFINITIONS.—For purposes of this sub-
section: 
‘‘(A) DIRECTOR
OR
EXECUTIVE
OFFI-
CER.—The Commission shall define the term 
‘director or executive officer’ by rule. 
‘‘(B) NON-QUALIFIED
PENSION
PLAN.— 
The term ‘non-qualified pension plan’ means— 
‘‘(i) an excess benefit plan; 
‘‘(ii) a top-hat plan; or 
‘‘(iii) any other benefit plan that the 
Commission determines by rule, consistent 
with the protection of investors and the
public interest, to treat as a non-qualified 
pension plan. 
‘‘(C) EXCESS BENEFIT PLAN.—The term 
‘excess benefit plan’ has the meaning provided 
such term by section 3(36) of the Employee Re-
tirement Income Security Act of 1974 (29 
U.S.C. 1002(36)). 
‘‘(D) TOP-HAT PLAN.—The term ‘top-hat 
plan’ means any pension plan (as such term is 
defined in section 3(2) of such Act), or any sep-
arable part of a pension plan, that is— 
‘‘(i) maintained by an employer pri-
marily for the purpose of providing de-
ferred compensation for a select group of 
management or highly compensated em-
ployees; and 
‘‘(ii) unfunded. 
‘‘(E) UNFUNDED.—A plan shall be consid-
ered to be ‘unfunded’ if its benefits must be 
paid as needed solely— 
‘‘(i) from the employer’s general as-
sets, rather than from a separate trust or 
account that has been set aside to hold the 
funds in question;
‘‘(ii) through insurance contracts the 
premiums for which are paid directly by 
the employer from its general assets; or 
‘‘(iii) through both the assets de-
scribed in subparagraph (B) and the con-
tracts described in subparagraph (C). 
‘‘(F) SUBSTANTIALLY
INCREASE; FUND-
ING.—The Commission shall, by rule, define the 
terms ‘substantially increase’ and ‘to fund’. 
Such rules may provide that an action may be 
treated as within either such term even if there 
is not a ‘constructive receipt’ by the officer or 
director.’’. 
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