Exhibit 10.42
ACE LIMITED
SUPPLEMENTAL RETIREMENT
PLAN
(as amended and restated effective as of
January 1, 2009)
ACE LIMITED SUPPLEMENTAL
RETIREMENT PLAN
General
The ACE Limited Supplemental
Retirement Plan is hereby adopted effective January 1, 2009 by
ACE Limited to provide supplemental retirement benefits to Eligible
Employees pursuant to the terms and provisions set forth below.
From January 1, 2005 through December 31, 2008, the Plan
has operated in good faith compliance with Code section 409A and
the transitional guidelines set forth in official IRS guidance.
Effective January 1, 2009, participation in the Plan will
continue only to the extent amounts deferred and credited are not
subject to Code section 457A.
The Plan is intended (1) to
comply with Code section 409A, the final regulations and official
guidance issued thereunder for credited amounts earned and vested
after December 31, 2004, while credited amounts earned and
vested prior to January 1, 2005 (and applicable earnings
credited on these amounts) are not intended to be subject to the
provisions of Code section 409A (the “Grandfathered
Amounts”), to the fullest extent permitted by Code section
409A, the final regulations and official guidance, and (2) to
be “a plan which is unfunded and is maintained by an employer
primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees”
within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA. Notwithstanding any other provision of this Plan, this Plan
shall be interpreted, operated and administered in a manner
consistent with these intentions. The Plan document and Plan
procedures in effect on December 31, 2004 will remain in full
force and effect for the Grandfathered Amounts and is labeled
Attachment A.
SECTION 1
DEFINITIONS
Wherever used herein the following
terms shall have the meanings hereinafter set forth:
“ Affiliate ”
means any corporation or other entity that is treated as a single
employer with the Company under section 414 of the Code.
“ Code ” means
the Internal Revenue Code of 1986, as amended.
“ Committee ”
means the Pension Committee of the Company or such other committee
as may be appointed by the Compensation Committee of the Board of
Directors from time to time.
“ Company ” means
ACE Limited or any successor corporation or other
entity.
“ Eligible Employee
” means an Employee who is designated by the Committee as
belonging to a “select group of management or highly
compensated employees,” as such phrase is defined under
ERISA, and eligible to participate in the Plan. Any determination
of the Committee regarding whether an Employee is an Eligible
Employee shall be final and binding for all Plan
purposes.
“ Employee ”
means an individual who is a regular employee on the U.S. payroll
of the Company or its Affiliates. The term “Employee”
shall not include a person hired as an independent contractor,
leased employee, consultant, or a person otherwise designated by
the Company or an Affiliate as not eligible to participate in the
Plan, even if such person is determined to be an
“employee” of the Company or an Affiliate by any
governmental or judicial authority.
“ ERISA ” means
the Employee Retirement Income Security Act of 1974, as
amended.
“ Key Employee ”
means an Employee treated as a “specified employee” as
of his Separation from Service under Code section 409A(a)(2)(B)(i)
of the Company or its Affiliates if the Company’s stock is
publicly traded on an established securities market or otherwise (
i.e. , a key employee (as defined in Code section 416(i)
without regard to paragraph (5) thereof)). Key Employees shall
be determined in accordance with Code section 409A using a
December 31 identification date.
“ Participant ”
means an Eligible Employee with an accrued benefit under the
Plan.
“ Plan ” means
the ACE Limited Supplemental Retirement Plan, as set forth herein
and as amended from time to time.
“ Separation from
Service ” or “ Separates from Service
” means a “separation from service” within the
meaning of Code section 409A.
SECTION 2
Amount and Payment of Plan
Benefit
2.1. Accounts . The Committee
shall maintain “Supplemental Accounts” in the name of
each Participant under the Plan which will reflect the amount,
expressed in United States dollars, to which the Participant may
become entitled under the Plan. A Participant’s Supplemental
Accounts shall be credited in each Plan Year as follows:
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(a)
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For any Plan Year, in the event
the Participant’s before-tax elective contributions to the
Retirement Plan are limited by the provisions of sections
401(a)(17), 401(k)(3), 402(g) or 415 of the Code, as applicable,
his compensation for the Plan Year will continue to be reduced by,
and the Participant’s Supplemental Before-Tax Account
credited with, an amount equal to
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the amount of before-tax elective
contributions that would have been made under the Retirement Plan
had the provisions of sections 401(a)(17), 401(k)(3), 402(g) or 415
of the Code, as applicable, not applied to him. Credits to the
Participant’s Supplemental Before-Tax Account pursuant to
this subsection 2.1(a) shall be made at the same time that
before-tax elective contributions would otherwise have been
credited to his accounts under the Retirement Plan. A Participant
shall make an election to participate in the Plan and such election
shall remain in effect until modified or revoked by the individual
in accordance with the terms of the Plan. Notwithstanding the
foregoing provisions of this subsection 2.1(a), salary reductions
shall continue and an amount shall be credited to the
Participant’s Supplemental Before-Tax Account in accordance
with this subsection 2.1 (a)(and Supplemental Matching
Contributions and Supplemental Discretionary Matching
Contributions, if any, shall be credited to the Participant’s
applicable accounts in accordance with subsections 2.1(b) and
2.1(c)) for a Plan Year only if the Participant’s before-tax
elective contributions to the Retirement Plan have reached the
maximum amount permitted under section 402(g) of the Code or the
maximum elective contributions permitted under the Plan and the
Committee shall require that the Participant elect (and not reduce)
in the Plan Year the maximum deferral percentage permitted under
the Retirement Savings Plan in order to receive a Supplemental
Before-Tax Contribution for the Plan Year under this Plan, and
shall establish such other administrative procedures as are
necessary to comply with such regulations.
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(b)
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Subject to the
requirements of subsection 2.1(a), for any Plan Year, a
Participant’s Supplemental Matching Account shall be credited
with an amount equal to the difference, if any, between
(a) the matching contributions that would have been
contributed on behalf of the Participant to the Retirement Plan for
that Plan Year, in accordance with the terms thereof and based on
his before-tax elective contributions under the Retirement Plan,
determined without regard to the limitations of sections
401(a)(17), 401(k)(3), 401(m), 402(g) or 415 of the Code, and
(b) the amount of matching contributions actually made to the
Retirement Plan on behalf of the Participant. Credits to the
Participant’s Supplemental Matching Account pursuant to this
subsection 2.1(b) shall be made at the same time that matching
contributions would otherwise have been credited to his accounts
under the Retirement Plan.
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(c)
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Subject to the requirements of
subsection 2.1(a), for any Plan Year, a Participant’s
Supplemental Discretionary Matching Account shall be credited with
an amount equal to the difference, if any, between (a) the
discretionary matching contributions that would have been
contributed on behalf of the Participant to the Retirement Plan for
that Plan Year, in accordance with the terms thereof and based on
his before-tax salary deferral election under the Retirement Plan,
determined without regard to the limitations of sections
401(a)(17), 401(k)(3), 401(m), 402(g) or 415 of the Code,
and
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(b) the amount of discretionary
matching contributions actually made to the Retirement Plan on
behalf of the Participant. Credits to the Participant’s
Supplemental Discretio
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