H.R. 5314 (eas) [Engrossed Amendment Senate] ...

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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 Representatives 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 INCREASE 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 Increase 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 executive 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 require that the 
        disclosure separately state each creation, increase, or funding 
        with respect to each such director or officer.
            ``(2) Definitions.--For purposes of this subsection:
                    ``(A) Director or executive officer.--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 Retirement 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 separable part of a pension 
                plan, that is--
                            ``(i) maintained by an employer primarily 
                        for the purpose of providing deferred 
                        compensation for a select group of management 
                        or highly compensated employees; and
                            ``(ii) unfunded.
                    ``(E) Unfunded.--A plan shall be considered to be 
                `unfunded' if its benefits must be paid as needed 
                solely--
                            ``(i) from the employer's general assets, 
                        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 described 
                        in subparagraph (B) and the contracts described 
                        in subparagraph (C).
                    ``(F) Substantially increase; funding.--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.''.
                                 <all>

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