{"id":40678,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-pension-benefit-plan-aetna-services-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-pension-benefit-plan-aetna-services-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-pension-benefit-plan-aetna-services-inc.html","title":{"rendered":"Supplemental Pension Benefit Plan &#8211; Aetna Services Inc."},"content":{"rendered":"<pre>                           THE AETNA SERVICES, INC.\n                        SUPPLEMENTAL PENSION BENEFIT PLAN\n\n\n\n\n\n\n\n\n                                                            AMENDED AND RESTATED\n                                                           AS OF JANUARY 1, 1999\n\n                                TABLE OF CONTENTS\n\n\nArticle                                                                                  Page\n-------                                                                                  ----\n                                                                                      \n1. DEFINITIONS AND CONSTRUCTION........................................................     3\n2. BENEFITS ...........................................................................     6\n3. MANAGEMENT OF THE PLAN .............................................................    14\n4. AMENDMENT AND TERMINATION ..........................................................    15\n5. ADOPTION BY AFFILIATE ..............................................................    16\n6. MISCELLANEOUS ......................................................................    17\n\nAppendix\n\nA. LIST OF PARTICIPATING COMPANIES ....................................................    19\n\n\n         Aetna Inc. (the 'Company') hereby amends and restates, effective\nJanuary 1, 1999, The Aetna Services, Inc. Supplemental Pension Benefit Plan (the\n'Plan'). The benefits payable to any Participant (or a Beneficiary on behalf of\nthe Participant) who retired, otherwise terminated employment, or died prior to\nJanuary 1, 1999 shall be calculated and paid under the terms and provisions of\nthe Plan as in effect on the date the Participant retired, otherwise terminated\nemployment or died; and no such Participant shall have a Supplemental Account\nBalance, the right to any form of benefit provided in this Plan, or any other\nrights or features in this Plan.\n\n         This Plan is intended to provide benefits which supplement the benefits\nprovided under The Retirement Plan for Employees of Aetna Services, Inc. (the\n'Retirement Plan'): (1) benefits in excess of those permitted to be provided\nafter application of one or more limits applicable to the Retirement Plan under\nthe Internal Revenue Code of 1986, as amended (the 'Code'); (2) benefits\nattributable to certain elements of the employee's compensation not taken into\naccount in determining the employee's pension under the Retirement Plan; and (3)\nbenefits provided at the direction of the Board of Directors of the Company, the\nBoard of Directors of the Employer, or other authorized officers of the Company\nor the Employer, but which are not provided under the Retirement Plan. That\nportion of the Plan that provides benefits that are attributable solely to the\nbenefits that would be provided under the Retirement Plan but for the\napplication of the limitations of Section 415 of the Code shall be treated as a\nseparate plan which is an excess benefit plan within the meaning of Section\n3(36) of the Employee Retirement Income Security Act of 1974, as amended.\n\n\n                                       2\n\n                                    ARTICLE 1\n                          DEFINITIONS AND CONSTRUCTION\n\n         1.1 'AFFILIATE' means any entity which, with the Company, constitutes a\ngroup of trades or businesses under common control, a controlled group of\ncorporations, an affiliated service group, or a group of corporations otherwise\nrequired to be aggregated, as provided in Sections 414(b), (c), (m), and (o) of\nthe Code, respectively.\n\n         1.2 'CODE' means the Internal Revenue Code of 1986, as amended.\n\n         1.3 'COMPANY' means Aetna Inc. or any successor by merger,\nconsolidation, purchase or otherwise.\n\n         1.4 'EARNINGS' shall be as defined in the Retirement Plan, except\nwithout regard to the cap imposed therein pursuant to Section 401(a)(17) of the\nCode, and provided further that:\n\n                  (a) With respect to any awards made to a Participant under the\n         Company's Management Incentive Plan, the following shall apply:\n\n                           (1) an award paid in cash and not deferred by the\n                  Participant shall be included in Earnings when paid;\n\n                           (2) an award deferred by the Participant shall never\n                  be included in Earnings (either when earned or when paid),\n                  unless the Participant's Earnings for the year in which the\n                  award would have been paid if not deferred, without regard to\n                  such award, exceed the limit established by Section 401(a)(17)\n                  of the Code, in which case: for performance years 1998 and\n                  earlier, the award shall be allocated to the Participant's\n                  Earnings over the twelve month performance year prior to the\n                  earliest date on which the award would have been payable if\n                  the Participant had so elected; and for performance years 1999\n                  and later, the\n\n\n\n\n                                       3\n\naward shall be allocated to the Participant's Earnings in a lump sum within a\nreasonable time after the date on which the award would have been paid if not\ndeferred; and \n\n                           (3) an award paid in the form of a grant of a Company\n                  stock option pursuant to the Company's Executive Bonus\n                  Exchange for Stock Options Program shall be excluded from\n                  Earnings; provided, however, that if the Participant's\n                  Earnings for the year in which the award would have been paid\n                  if not deferred, without regard to such award, exceed the\n                  limit established by Section 401(a)(17) of the Code: (i) the\n                  dollar amount of such bonus exchanged for Company stock under\n                  the 1998 program shall be included in Earnings; and (ii) if\n                  such grant of a Company stock option under the 1999 and\n                  subsequent programs is subsequently converted into a deferred\n                  bonus pursuant to an opt-out election permitted by the\n                  Company, the dollar amount of such bonus exchanged for Company\n                  stock shall be included in Earnings; in each such case in a\n                  lump sum within a reasonable time after the date on which the\n                  award would have been paid if cash had been elected.\n\n                  (b) With respect to Highly Leveraged Employees, for 1999 and\n         subsequent Plan Years, the Earnings of any Participant taken into\n         account under the Plan shall not exceed $500,000. For prior years,\n         certain other limits apply as set forth in the plan document in effect\n         prior to January 1, 1999.\n\n                  (c) Consistent with the Retirement Plan, Earnings shall be\n         determined as if no elective salary reduction had been made pursuant to\n         Sections 125 and 401(k) of the Code, or pursuant to the Supplemental\n         Incentive Savings Plan.\n\n\n\n                                       4\n\n         (d)     Earnings shall not include certain cash Merger Awards made to\nrecognize individual employee efforts in connection with the U.S. Healthcare\nMerger and related integration efforts and certain other payments which are\ndetermined by the Company, from time to time, to be excluded from Earnings.\n\n         1.5 'Effective Date' means, unless otherwise stated, the effective\ndate of this amended and restated Plan, January 1, 1999.\n\n         1.6 'Eligible Employee' means, for any Plan Year commencing on or\nafter the Effective Date, an individual who is actively employed by the Employer\nor a Participating Company and an Eligible Employee under the Retirement Plan,\nand: (1) whose benefit under the Retirement Plan is limited by the application\nof Section 401(a)(17) or 415 of the Code, (2) who earns or has earned awards\nunder the Employer's Management Incentive Plan or plans of similar nature\nproviding for performance bonuses to employees at mid-level management and above\nwhich are not taken into account in determining the Employee's benefit under the\nRetirement Plan and which are included in the definition of Earnings in this\nPlan, or (3) who has entered into an agreement with the Employer or a\nParticipating Company that is ratified by the Employer prior to July 19, 1996 or\nby the Company thereafter and that provides for an award to the Employee of\nadditional years of service, compensation or other amounts for the purpose of\ndetermining a pension benefit but which is not taken into account in determining\nthat benefit under the Retirement Plan. With respect to (1) and (2) above, an\nindividual shall become an Eligible Employee on the date the individual receives\nwritten notice thereof.\n\n         1.7 'EMPLOYER' means Aetna Services, Inc.\n\n\n\n\n                                       5\n\n         1.8 'ERISA' means the Employee Retirement Income Security Act of 1974,\nas amended.\n\n         1.9 'EXCESS BENEFIT PLAN' means an excess benefit plan within the\nmeaning of Section 3(36) of ERISA.\n\n         1.10 'HIGHLY LEVERAGED EMPLOYEE' means an employee who is so designated\nby the Employer or a Participating Company, in the sole discretion of such\nEmployer or Participating Company, by virtue of the material emphasis by the\nEmployer or a Participating Company, as the case may be, on variable or\nincentive pay.\n\n         1.11 'PARTICIPANT' means an Eligible Employee or former Eligible\nEmployee.\n\n         1.12 'PARTICIPATING COMPANY' means any Affiliate which either (a) is\nlisted in Appendix A on the Effective Date, or (b) after the Effective Date,\nadopts the Plan in accordance with the provisions of Article 5 hereof. A\nParticipating Company may adopt this Plan with respect to less than all of its\notherwise eligible employees. On the date that a Participating Company ceases to\nbe an Affiliate, it shall also cease to be a Participating Company, pursuant to\nSection 5.2 hereof.\n\n         1.13 'PLAN' means The Aetna Services, Inc. Supplemental Pension\nBenefit Plan, as set forth herein and as amended from time to time. To the\nextent that Supplemental Benefits are provided to Participants solely as a\nresult of the application of the limitations of Section 415 of the Code in the\ndetermination of such Participants' benefits under the Retirement Plan, the Plan\nshall be an Excess Benefit Plan which shall be a separate plan hereunder but\nshall be included in the definition of 'Plan.' \n\n         1.14 'PLAN YEAR' means the calendar year. \n\n\n\n\n\n                                       6\n\n         1.15 'RETIREMENT PLAN' means The Retirement Plan for Employees of Aetna\nServices, Inc., as amended and restated effective January 1, 1999, and as\namended thereafter from time to time.\n\n         1.16 'SUPPLEMENTAL ACCOUNT BALANCE' means the amount calculated in\naccordance with Section 2.1.\n\n         1.17 'SUPPLEMENTAL BENEFIT' means the benefit provided under this Plan.\n\n         1.18 CONSTRUCTION. The masculine gender, where appearing in the Plan,\nshall be deemed to include the feminine gender, unless the context clearly\nindicates to the contrary. Where appropriate, words used in the singular include\nthe plural and words used in the plural include the singular. The words\n'hereof,' 'herein,' 'hereunder' and other similar compounds of the word 'here'\nshall mean and refer to this entire Plan, not to any particular provision or\nSection. Capitalized terms used herein and not defined above shall have the\nmeanings set forth in the Retirement Plan.\n\n                                    ARTICLE 2\n                                    BENEFITS\n\n         2.1 AMOUNT OF BENEFITS.\n\n         (a) CALCULATION OF BENEFITS. Commencing January 1, 1999, the\namount of a Participant's Supplemental Account Balance shall equal the\ndifference between:\n\n                  (1) the amount that would have constituted the Participant's\nAccount Balance in the Retirement Plan calculated as of the Participant's\nTermination from Service Date if:\n\n\n\n\n\n                                       7\n\n                  (A)      Sections 401(a)(17) and 415 of the Code did not apply\n                           to the calculation,\n\n                  (B)      Earnings as defined herein were used in the\n                           calculation, and\n\n                  (C)      any awards of additional years of service,\n                           compensation or other amounts that were made to the\n                           Participant for the purpose of determining a pension\n                           benefit were taken into account, provided, however,\n                           that any such award must be made in a written\n                           contract or plan between the Participant and the\n                           Participant's employer and ratified by the Employer\n                           prior to July 19, 1996 or by the Company thereafter;\n                           and\n\n         (2)      the Participant's actual Account Balance in the Retirement\n                  Plan calculated as of the Participant's Termination from\n                  Service Date.\n\nAfter the Termination from Service Date, any changes in the Supplemental Account\nBalance shall be calculated independently of the Account Balance under the\nRetirement Plan, applying the annual Interest Credit rules set forth in the\nRetirement Plan. \n\n(b) SPECIAL RULE FOR PARTICIPANTS ON LONG-TERM SEVERANCE. Notwithstanding\nSection 2.1(a) above, the benefit hereunder for Participants who were on\nspecially negotiated long-term severance or departure arrangements as of January\n1, 1999, shall be calculated without giving credit for an 'Opening Balance'\nunder the Retirement Plan for purposes of Section 2.1(a)(1) above. \n\n\n\n                                       8\n\n         (c) SPECIAL RULE FOR REHIRED PARTICIPANTS. Notwithstanding Section\n2.1(a) above, in the case of a rehired Participant, the calculation of a\nSupplemental Account Balance shall take into consideration the balances that\nexisted in this Plan and in the Retirement Plan as of the Participant's previous\nTermination from Service Date and any distributions made therefrom. In addition,\nnotwithstanding a Participant's subsequent reemployment, benefits in pay status\nshall not thereafter be suspended.\n\n         (d) EXCESS BENEFIT PLAN AMOUNT. The amount of any Supplemental Benefit\npayable to a Participant under the portion of the Plan that is an Excess Benefit\nPlan shall be determined taking into account any actuarial adjustments to the\nlimits applicable under Section 415 of the Code and the terms of the Retirement\nPlan on the basis of the form and time of payment of the Participant's benefit\nunder the Retirement Plan.\n\n         (e) OCCURRENCE OF DISTRIBUTION. The Supplemental Account Balance shall\nbe reduced as follows to reflect distributions:\n\n                  (1)      In the case of a lump sum distribution, on the first\n                           day of the month in which the distribution is\n                           actually made;\n\n                  (2)      In the case of an annuity, on the first day of the\n                           month in which the Annuity Starting Date occurs, at\n                           which time the Supplemental Account Balance shall be\n                           reduced to zero.\n\n         (f) PRESERVATION OF TRANSITION PARTICIPANT'S ACCRUED FINAL AVERAGE PAY\nBENEFIT. In addition to the foregoing, if a benefit in excess of the Cash\nBalance Account Balance is payable in accordance with Section 6.4 or 7.4 of the\nRetirement Plan pursuant to Code Section 411(d)(6), a\n\n\n                                       9\n :  PAGE&gt;   11\ncoordinated benefit in excess of the Supplemental Account Balance shall be\npayable under this Plan.\n\n         2.2 OPTIONAL FORMS. The Participant may elect to receive his or her\nvested Supplemental Benefit in one of the following forms:\n\n         (a)    Lump Sum. A lump sum payment to the Participant, with the\n                remaining Supplemental Account Balance, if any, used to provide\n                an annuity form of benefit, either immediately or with a\n                deferred commencement date. The lump sum shall be 50% of the\n                Supplemental Account Balance; provided, however, that if a\n                Participant's Supplemental Account Balance is $25,000 or less,\n                the Participant shall receive a lump sum of 100% of the\n                Supplemental Account Balance;\n\n         (b)    Life Annuity. A single life annuity providing a monthly annuity\n                to the Participant during the Participant's life with all\n                payments stopping on the Participant's death;\n\n         (c)    Full Cash Refund Annuity. A single life annuity providing a\n                monthly annuity to the Participant during the Participant's life\n                and a final payment after the Participant's death to the\n                Beneficiary equal to the difference, if any, between the\n                Participant's Supplemental Account Balance on the Annuity\n                Starting Date with respect to such annuity less the sum of all\n                annuity payments made prior to the Participant's death;\n\n         (d)    Ten Year Certain and Life Annuity. A single life annuity\n                providing a monthly annuity to the Participant during the\n                Participant's life, and, if the Participant dies prior to the\n                end of the 10 year period commencing on the Annuity Starting\n                Date\n\n\n\n\n                                       10\n\n                  with respect to such annuity, payments to the Participant's\n                  Beneficiary for the remainder of such 10 year period;\n\n         (e)      50% Joint and Survivor Annuity. A joint and survivor annuity\n                  providing a monthly annuity to the Participant during the\n                  Participant's life, with a continuing annuity for the life of\n                  the joint annuitant, whom the Participant designates prior to\n                  the commencement of annuity payments, which shall be 50% of\n                  the annuity payable to the Participant during the\n                  Participant's life; and\n\n         (f)      100% Joint and Survivor Annuity. A joint and survivor annuity\n                  providing a monthly annuity to the Participant during the\n                  Participant's life, with a continuing annuity for the life of\n                  the joint annuitant, whom the Participant designates prior to\n                  the commencement of annuity payments, which shall be 100% of\n                  the annuity payable to the Participant during the\n                  Participant's life.\n\nNone of the annuity options shall include the Social Security supplement until\nage 62 or cost of living adjustments (collectively 'COLA Features'); provided,\nhowever, a Participant (i) whose benefit under the Retirement Plan is limited by\nSection 415 of the Code and (ii) who elects solely an annuity, commencing at the\nsame time under both the Retirement Plan and this Plan, may elect under this\nPlan the same annuity option with COLA Features which is elected under the\nRetirement Plan. Once an annuity is in payment status no further election as to\ntype of annuity may be made.\n\n         2.3 ELECTION AS TO TIME, FORM OF PAYMENT AND BENEFICIARY. Each\nParticipant shall make an election, on a form and in the manner\n\n\n\n\n\n                                       11\n\nprescribed by the Company for this purpose, specifying the time at which and the\nform (lump sum and annuity or annuity only) in which his or her vested\nSupplemental Account Balance is to be paid and the Participant's designated\nBeneficiary. Such election shall be made by the later of: December 31, 1998 or\nnot more than 90 days after the date on which the individual becomes a\nParticipant. Any election which does not comply with these time limits will be\ndeemed an election pursuant to Section 2.4 and will be effective only if it\ncomplies with the rules set forth therein.\n\n         Except as otherwise provided in Section 2.4 and Section 2.5, payment of\na Participant's vested Supplemental Account Balance shall be made to the\nParticipant at the time and in the form (lump sum and annuity or annuity only)\nspecified for payment in the election made by the Participant described above.\n\n         In the absence of an election which complies with either this Section\n2.3 or Section 2.4, a Participant's vested Supplemental Account Balance shall be\npaid in accordance with Section 2.2 (a) above, with the annuity portion, if any,\nbeing paid as a full cash refund single life annuity as set forth in Section 2.2\n(c), and with the lump sum to be paid, and annuity payments to commence,\nimmediately upon the Participant's Termination from Service.\n\n         2.4 ABILITY TO CHANGE ELECTION. Notwithstanding any election that may\nhave been made by a Participant pursuant to Section 2.3, a Participant who has\nnot yet had a Termination from Service may elect to receive payment of the\nvested Supplemental Account Balance at a time and in a form (lump sum and\nannuity or annuity only) other than that specified by the Participant in the\nelection made pursuant to Section 2.3; provided however that:\n\n\n\n\n\n                                       12\n\n         (a) an election made under this Section 2.4 shall apply to\nParticipant's entire vested Supplemental Account Balance notwithstanding any\nprior elections; and\n\n         (b) if the Participant's Termination from Service Date occurs within\none year and a day after the date on which the election to change is made, the\nelection (other than a change in Beneficiary) shall not be honored and the\nParticipant's vested Supplemental Account Balance shall be distributed in\naccordance with Section 2.3.\n\n         2.5 PAYMENT IN THE EVENT OF PARTICIPANT'S DEATH. Notwithstanding any\nelection that may have been made by a Participant pursuant to Section 2.3 or\n2.4, any vested Supplemental Account Balance remaining pursuant to Section\n2.1(d) above as of the date of the Participant's death shall be paid to the\nParticipant's Beneficiary in a lump sum as soon as practicable after the Company\nreceives notification of the Participant's death. \n\n         2.6 ACCELERATION OF PAYMENT. Notwithstanding any other provision of\nthis Plan to the contrary, the Company in its sole discretion may accelerate the\npayment of vested Supplemental Account Balances to all or any group of similarly\nsituated Participants, whether before or after the Participants' Termination\nfrom Service, in response to changes in the tax laws or accounting principles.\n\n         2.7 SMALL PAYMENTS; LUMP SUM CASH-OUT. Notwithstanding any other\nprovision of this Plan, if upon a Participant's Termination from Service Date\nthe Supplemental Account Balance is not in excess of ten thousand dollars\n($10,000), or such higher amount as may be determined by the Company from time\nto time, the Plan shall make a single lump sum payment of the entire vested\nSupplemental Account Balance to the\n\n\n\n                                       13\n\nParticipant or Beneficiary entitled to such benefit. Such lump sum payment shall\nbe paid as soon as practicable after the Participant's Termination from Service\nDate. If the Participant has no vested interest in a benefit, the Participant\nshall be deemed to have a distribution of zero dollars on the Participant's\nTermination from Service Date. In the event the Supplemental Account Balance is\nnot in excess of the dollar limitation at the time the Plan Administrator\ninitially determines to pay the benefit, but the benefit is not immediately paid\nbecause the Participant (or Beneficiary) cannot be located or there is an\nadministrative delay in making payment, distribution of the entire vested\nSupplemental Account Balance shall be made to the Participant (or Beneficiary)\nin a lump sum at such time as the Plan Administrator locates the Participant (or\nBeneficiary) or the issue causing the administrative delay is resolved.\n\n         2.8 VESTING. An amount will only be payable pursuant to this Article 2\nif the Participant is vested. A Participant will be vested in his or her\nSupplemental Account Balance if (i) he or she is vested in the benefit under the\nRetirement Plan, or (ii) in accordance with an agreement with the Employer or a\nParticipating Company that is ratified by the Employer prior to July 19, 1996 or\nby the Company thereafter and that provides for an alternative vesting rule;\nsubject however to Sections 2.11 and 2.12.\n\n         2.9      PAYMENT OF FICA AND OTHER TAXES.\n\n         (a) If, under applicable law and regulations, FICA and other taxes are\nrequired to be withheld by the Employer or the applicable Participating Company\nwith respect to a Supplemental Benefit earned by a Participant during any period\nthat Supplemental Benefits are not currently being paid to the Participant, then\nthe compensation otherwise currently payable to a Participant from the Employer\nor the applicable Participating Company\n\n\n\n\n\n                                       14\n\nduring such period shall be reduced by an amount equal to such FICA and other\ntaxes. To the extent that the compensation currently payable to a Participant\nduring any such period is insufficient to permit an amount equal to the FICA and\nother taxes required to be withheld by the Employer or the applicable\nParticipating Company during that period to be withheld from such current\ncompensation, the amount shall be taken by distribution from the Supplemental\nAccount Balance.\n\n         (b) If, under applicable law and regulations, FICA and other taxes are\nrequired to be withheld by the Employer for any period with respect to a\nSupplemental Benefit earned by the Participant during any period that\nSupplemental Benefits are currently being paid to the Participant, then, in the\nEmployer's discretion, either the Supplemental Benefit or any other compensation\notherwise currently payable to a Participant during such period shall be reduced\nby an amount equal to such FICA and other taxes, or such taxes shall be paid by\ndistribution from the Supplemental Account Balance, if any.\n\n         2.10 EXCESS BENEFIT PLAN. All Supplemental Benefits payable solely by\nreason of the application of the limitations of Section 415 of the Code to a\nParticipant's benefit under the Retirement Plan shall be provided from the\nseparate plan created herein that is an Excess Benefit Plan.\n\n         2.11 UNFUNDED NATURE OF BENEFIT. No assets shall be segregated or\nearmarked with respect to any Participant and no Participant or Beneficiary\nshall have any right to assign, transfer, pledge or hypothecate an interest or\nany portion thereof in any benefit payable hereunder. The Plan shall not\nconstitute a trust or a funded arrangement of any sort and shall be merely for\nthe purpose of recording an unsecured contractual\n\n\n\n\n                                       15\n\nobligation of each obligated party; provided, however, that the Employer and the\nCompany reserve the right to meet the obligations created under the Plan through\none or more trusts or other agreements.\n\n         2.12 REDUCTION OF BENEFIT. If a Participant breaches an obligation to\nthe Company, the Employer or a Participating Company with respect to the payment\nof a specific sum of money, the Company, the Employer or the applicable\nParticipating Company may reduce any benefits payable to such Participant under\nthis Plan, in the manner of setoff or otherwise, to the extent of such\nobligation and any costs incurred with respect thereto.\n\n         In addition, the Company, the Employer and the Participating Companies\ndo not waive any rights to reduce benefits, including but not limited to setoff\nrights, which such entities may have under applicable law or a prior written\nagreement between all or any of them and an Employee, all of which rights are\nenforceable independent of the terms of this Plan.\n\n                                    ARTICLE 3\n                             MANAGEMENT OF THE PLAN\n\n         3.1 ADMINISTRATOR. The Employer shall be the Administrator with the\nsole responsibility for the administration of the Plan. The Administrator may\ndelegate to any person or entity any powers or duties of the Administrator under\nthe Plan. To the extent of any such delegation, the delegatee shall become\nresponsible for administration of the Plan, and references to the Administrator\nshall apply instead to the delegatee. Any action by the Employer assigning any\nof its responsibilities as Administrator to specific persons who are all\ndirectors, officers, or employees of the Employer, the Company, or the\nParticipating Companies shall not constitute delegation of the Administrator's\nresponsibilities but\n\n\n\n\n                                       16\n\nrather shall be treated as the manner in which the Employer has determined\ninternally to discharge such responsibility. The Administrator shall not be a\nfiduciary (within the meaning of Section 3(21) of ERISA) with respect to the\nportion of the Plan that is an Excess Benefit Plan.\n\n         3.2 POWERS AND DUTIES OF THE ADMINISTRATOR. The Administrator shall\nhave such duties and powers as may be necessary to discharge its duties\nhereunder, including, but not by way of limitation, the following:\n\n                  (a) to construe and interpret the Plan, decide all questions\nof eligibility, determine the status and rights of Participants, and determine\nthe amount, manner and time of payment of any benefits hereunder;\n\n                  (b) to receive from the Participating Companies and from\nParticipants such information as shall be necessary for the proper\nadministration of the Plan;\n\n                  (c) to furnish the Participating Companies, upon request, such\nannual reports with respect to the administration of the Plan as are reasonable\nand appropriate;\n\n                  (d) to appoint or employ individuals to assist in the\nadministration of the Plan and any other agents it deems advisable, including\nlegal and actuarial counsel;\n\n                  (e) to defend and initiate any lawsuit on behalf of the Plan\nor the Eligible Employees if the Administrator deems it reasonably necessary to\nprotect the Plan or the Participants.\n\n         If there shall arise any misunderstanding or ambiguity concerning the\nmeaning of any of the provisions of the Plan arising out of the administration\nthereof, the Administrator shall have the sole right to construe such\nprovisions. Subject to the limitations of the Plan and\n\n\n\n\n                                       17\n\napplicable law, the Administrator may make such rules and regulations as it\ndeems necessary or proper for the administration of the Plan and the transaction\nof business thereunder.\n         The decisions of the Administrator with respect to any matter it is\nempowered to act on shall be made by it in its sole discretion based on the Plan\ndocuments and shall be final, conclusive and binding on all persons.\n\n\n                                    ARTICLE 4\n                            AMENDMENT AND TERMINATION\n\n         4.1 AMENDMENT. The Company reserves the right to amend this Plan from\ntime to time in any respect, including without limitation a prospective\nreduction in accrual of benefits. See Section 4.4 regarding prohibition of\nretroactive reduction of benefits accrued under this Plan.\n\n         4.2 ACTION BY COMPANY. Any amendments to this Plan by the Company shall\nbe made in writing and executed by the Senior Vice President, Corporate Human\nResources or other Company officer holding such position, or by the President or\nChief Executive Officer of the Company. Neither the consent of any Employee nor\nthat of any payee is required for any amendment to the Plan.\n\n         4.3 TERMINATION BY COMPANY. The Plan may be terminated in whole or in\npart by the Company at any time. The Plan as a whole shall be terminated only\npursuant to a resolution of the Board of Directors of the Company. The Plan may\nbe terminated in part in the same manner as is prescribed for the adoption of\namendments. Neither the consent of any Employee nor that of any payee is\nrequired for any termination of the Plan.\n\n         4.4 EFFECT OF AMENDMENT OR TERMINATION BY COMPANY. Any amendment or\ntermination of this Plan by the Company shall be effective\n\n\n\n\n                                       18\n\nprospectively and shall not serve to retroactively reduce any right to a benefit\naccrued under this Plan up to the date of such amendment or termination;\nprovided, however, that in the event of any termination or partial termination\nof the Plan (including a Participating Company's ceasing to be a Participating\nCompany pursuant to Section 5.2), the Company shall have the right to\nimmediately cash out each affected Participant's benefit, notwithstanding any\nelections that have been made.\n\n                                    ARTICLE 5\n                              ADOPTION BY AFFILIATE\n\n         5.1 ADOPTION BY AFFILIATE. Any Affiliate may, with the consent of the\nCompany, become a Participating Company under the Plan by a resolution of the\nBoard of Directors of the Affiliate under which:\n\n         (a) The Affiliate shall agree to be bound by all the provisions of the\nPlan in the manner set forth herein and any amendments hereto; and\n\n         (b) The Affiliate shall agree to pay its share of expenses of the Plan\nas they may be determined by the Company from time to time. \n\n         5.2 TERMINATION BY A PARTICIPATING COMPANY. Any Participating Company\nmay at any time elect to terminate its participation under the Plan with respect\nto all or any group of the Participating Company's Employees. A Participating\nCompany shall terminate its participation under the Plan by resolution of the\nBoard of Directors of the Participating Company. Notwithstanding the above, a\nParticipating Company shall cease to be a Participating Company, without any\nfurther action, upon ceasing to be an Affiliate of the Company. The termination\nof participation by a Participating Company shall not relieve the\n\n\n\n                                       19\n\nParticipating Company of its liabilities under this Plan, including but not\nlimited to those liabilities imposed under Section 6.2 hereof.\n\n\n                                    ARTICLE 6\n                                  MISCELLANEOUS\n\n         6.1 EXCLUSIVE BENEFIT. The Plan is maintained for the exclusive benefit\nof Participants. \n\n         6.2 SOURCE OF PAYMENT. All benefits under the Plan shall be paid\nexclusively by the Employer or the applicable Participating Company from its\ngeneral assets, provided that the Company shall be liable for all benefits under\nthe Plan.\n\n         6.3 RIGHTS OF EMPLOYEES. Nothing contained herein shall be deemed to\ngive any Employee the right to be retained in the service of the Employer or the\napplicable Participating Company or to interfere with the right of the Employer\nor the applicable Participating Company to discharge such Employee at any time,\nnor shall it be deemed to give the Employer or the applicable Participating\nCompany the right to require the Employee to remain in its service, nor shall it\ninterfere with the right of the Employer or the applicable Participating Company\nto terminate service at any time.\n\n         6.4 HEADINGS. The headings of the Plan are inserted for convenience of\nreference only and shall have no effect upon the meaning of the provisions\nhereof.\n\n         6.5 SEVERABILITY. If any provision of this Plan is held invalid or\nunenforceable, such invalidity or unenforceability shall not affect any other\nprovision, and this Plan shall be construed and enforced as if such provision\nwere omitted.\n\n\n\n\n                                       20\n\n         6.6 ALIENATION OF BENEFITS. Except as provided in Section 2.12, and\nexcept as otherwise provided by law, and consistent with Section 2.11 hereof, no\nbenefit under this Plan may be voluntarily or involuntarily assigned or\nalienated.\n\n         6.7 LOST DISTRIBUTEES. Any benefit payable hereunder shall be deemed\nforfeited if the distributee to whom payment is due cannot be located, provided\nthat such benefit shall be reinstated if a claim is made by the distributee for\nthe forfeited benefit within two years of the date the forfeited benefit was\noriginally payable pursuant to the provisions of Article 2.\n\n         6.8 GOVERNING LAW. This Plan shall be construed according to the laws\nof the State of Connecticut to the extent not pre-empted by Federal law.\n\n         IN WITNESS WHEREOF, the Company has caused this Plan to be executed by\nits duly authorized officer this 1st day of June, 1999.\n\n                             AETNA INC.\n\n\n\n                             By:\/s\/ Elease E. Wright\n                                -----------------------\n\n                             Its: Senior Vice President, Corporate\n                             Human Resources\n\n\nAttest:\n\n\n-----------------------\n\n\n\n\n\n                                       21\n\n                                   APPENDIX A\n                         LIST OF PARTICIPATING COMPANIES\n\n\n<font size=\"2\">\n                        A.                                           B.                        C.                        D.\n              PARTICIPATING COMPANIES                          ORIGINAL DATE           TAX IDENTIFICATION              END OF\n                                                                OF INCLUSION           NUMBER OF EMPLOYER            FISCAL YEAR\n              -----------------------                          -------------           ------------------            -----------\n                                                                                                              \nAetna Services, Inc.                                               9\/1\/72                  06-0843808                   12\/31\n                                                            \nAetna Life Insurance Company                                       1\/1\/55                  06-6033492                   12\/31\n                                                            \nAeltus Investment Management Inc.                                 1\/26\/73                  06-0888148                   12\/31\n                                                            \nAetna Life Insurance and Annuity Company                           9\/1\/72                  71-0294708\n                                                                                                                        12\/31\nAetna U.S. Healthcare Dental Plan of California, Inc.              1\/1\/98                  06-1160812                   12\/31\n                                                            \nAetna Healthcare of California, Inc.                               1\/1\/98                  95-3402799                   12\/31\n                                                            \nAetna International, Inc.                                          1\/1\/98                  06-1028458                   12\/31\n<\/font>\n\n\n\n                                       22\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6587],"corporate_contracts_industries":[9440],"corporate_contracts_types":[9539,9550],"class_list":["post-40678","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aetna-inc","corporate_contracts_industries-health__plans","corporate_contracts_types-compensation","corporate_contracts_types-compensation__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40678","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40678"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40678"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40678"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40678"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}