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THE ACE USA SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

Addendum or Modifications

THE ACE USA SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN | Document Parties: ACE LTD | ACE INA Holdings, Inc You are currently viewing:
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Title: THE ACE USA SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN
Date: 2/27/2009
Industry: Insurance (Prop. and Casualty)     Sector: Financial

THE ACE USA SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN, Parties: ace ltd , ace ina holdings  inc
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Exhibit 10.46

THE ACE USA SUPPLEMENTAL EMPLOYEE

RETIREMENT PLAN

Effective January 1, 2009

The ACE USA Supplemental Employee Retirement Plan (the “Plan”) is hereby amended and restated effective January 1, 2009, except as where indicated otherwise, by ACE INA Holdings, Inc. to permit Eligible Employees to defer receipt of certain compensation 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.

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:

Account ” means a bookkeeping account established by the Company for each Participant electing to defer Eligible Income under the Plan.

Affiliate ” means any corporation or other entity that is treated as a single employer with the Company under section 414 of the Code.

Base Salary ” means the regular base salary paid to an Eligible Employee by the Company or an Affiliate.

Code ” means the Internal Revenue Code of 1986, as amended.


Committee ” means the Retirement Committee of ACE INA Holdings, Inc.

Company ” means ACE INA Holdings, Inc. and Affiliates 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.

Eligible Income ” means Base Salary, Incentive Awards and other amounts designated by the Committee to the extent such income would be eligible compensation under the ACE USA Basic Employee Retirement Savings Plan, the ACE USA Puerto Rico Basic Employee Retirement Savings Plan, the ACE USA Employee Retirement Savings Plan and the ACE USA Puerto Rico Employee Retirement Savings Plan for each Plan Participant, without regard to limitations under the Code.

Employee ” means an individual who is a regular employee on the United States 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.

Grandfathered Amounts ” means amounts that were deferred under the Plan and earned and vested as of December 31, 2004. Grandfathered Amounts are subject to the distribution rules in effect prior to this amendment and restatement.

Incentive Award ” means an amount payable to an Eligible Employee under an annual bonus or incentive compensation plan of the Company or an Affiliate.

Investment Options ” means the investment options, as determined from time to time by the Committee, used to credit earnings, gains and losses on Account balances.

Key Employee ” means an Employee treated as a “specified employee” under Code section 409A(a)(2)(B)(i) ( i.e. , a key employee (as defined in Code section 416(i) without regard to paragraph (5) thereof)) of the Company. Key Employees shall be determined by the Committee in accordance with Code section 409A using a December 31 identification date. A listing of Key Employees as of an identification date shall be effective for the 12-month period beginning on the January 15 following the identification date.


Participant ” means an Eligible Employee who elects to defer amounts under the Plan pursuant to Section 3.2 or who automatically participates under Section 2.1.

Plan ” means the ACE USA Supplemental Employee Retirement Plan, as set forth herein and as amended from time to time.

Plan Year ” means January 1 through December 31.

Separation from Service ” or “ Separate from Service ” means a “separation from service” within the meaning of Code section 409A.

SECTION 2

Supplemental Basic Plan Benefits

2.1 Participation . Subject to the terms and conditions of the Plan, each Eligible Employee of an Employer shall become a “Participant” in the Plan for purposes of Supplemental Basic Plan Benefits on the first day on which all of the following conditions are satisfied:

 

 

(a)

he is a participant in the ACE USA Basic Employee Retirement Savings Plan or he is a participant in the ACE USA Puerto Rico Basic Employee Retirement Savings Plan;

 

 

(b)

his salary grade level is 30 or above (or such other comparable classification designated by the employer); and

 

 

(c)

his benefits under either the ACE USA Basic Employee Retirement Savings Plan or the ACE USA Puerto Rico Basic Employee Retirement Savings Plan are limited by either or both of sections 415 and 401(a)(17) of the Code.

2.2 Amount of Supplemental Basic Plan Benefit . For any Plan Year, a Participant shall be credited with a “Supplemental Basic Plan Benefit” which consists of an amount equal to the difference, if any, between (a) the employer contributions that would have been contributed on behalf of the Participant to the ACE USA Basic Employee Retirement Savings Plan or to the ACE USA Puerto Rico Basic Employee Retirement Savings Plan for that Plan Year, in accordance with the terms thereof determined without regard to the limitations of sections 401(a)(17) or 415 of the Code and (b) the amount of the employer contributions actually made to the ACE USA Basic Employee Retirement Savings Plan or to the ACE USA Puerto Rico Basic Employee Retirement Savings Plan on behalf of the Participant. Credits of the Supplemental Basic Plan Benefit to the Participant’s Supplemental Basic Plan Account pursuant to this subsection 2.2 shall be made at the same time that employer contributions would otherwise have been credited to his accounts under the ACE USA Basic Employee Retirement Savings Plan or the ACE USA Puerto Rico Basic Employee Retirement Savings


Plan, as applicable in accordance with the terms thereof determined without regard to the limitations of sections 401(a)(17) or 415 of the Code and (b) the amount of the employer contributions actually made to the ACE USA Basic Employee Retirement Savings Plan or to the ACE USA Puerto Rico Basic Employee Retirement Savings Plan on behalf of the Participant. Credits of the Supplemental Basic Plan Benefit to the Participant’s Supplemental Basic Plan Account pursuant to this subsection 2.2 shall be made at the same time that employer contributions would otherwise have been credited to his accounts under the ACE USA Basic Employee Retirement Savings Plan or the ACE USA Basic Puerto Rico Employee Retirement Savings Plan, as applicable, provided the eligibility requirements for employer contributions under either said plan have been satisfied.

SECTION 3

Supplemental Savings Plan Benefits

3.1 Participation . Subject to the terms and conditions of the Plan, each Eligible Employee of an Employer shall become a “Participant” in the Plan for purposes of Supplemental Savings Plan Benefits on the first day on which all of the following conditions are satisfied:

 

 

(a)

he is a participant in the ACE USA Employee Retirement Savings Plan or a participant in the ACE USA Puerto Rico Employee Retirement Savings Plan;

 

 

(b)

his salary grade level is 30 or above (or such other comparable classification designated by the employer); and

 

 

(c)

his benefits under either the ACE USA Employee Retirement Savings Plan or the ACE USA Puerto Rico Employee Retirement Savings Plan are limited by any or all of sections 415, 401(a)(17), 402(g), 401(k) or 401(m) of the Code.

A “Participant’s Supplemental Savings Plan Benefit” consists of the amounts credited to his accounts, if any, pursuant to subsections 3.2 through 3.4.

3.2 Supplemental Before-Tax Contributions . For any Plan Year, in the event the Participant’s before-tax elective contributions to the ACE USA Employee Retirement Savings 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 the amount of before-tax elective contributions that would have been made under the ACE USA Employee Retirement Savings 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 3.2 shall be made at the same time that before-tax elective contributions would otherwise have been credited to his accounts under the


ACE USA Employee Retirement Savings Plan. A Participant’s election to make before-tax contributions under the ACE USA Employee Retirement Savings Plan shall be deemed to be an election to make elective salary deferral contributions under 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 section 3.2, salary reductions shall continue and an amount shall be credited to the Participant’s Supplemental Before-Tax Account in accordance with this section 3.2 (and Supplemental Matching Contributions under section 3.3) for a Plan Year only if the Participant’s before-tax elective contributions to the ACE USA Employee Retirement Savings 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 in the Plan Year (by December 31 of the year prior to the Plan Year or otherwise as permitted by Code section 409A and approved by the Committee) the maximum deferral percentage permitted under the ACE USA Employee Retirement Savings Plan in order to receive a Supplemental Savings Plan Benefit for the Plan Year under this Plan, and shall establish such other administrative procedures as are necessary to comply with such regulations.

Notwithstanding the foregoing, in the event that the Participant reduces his deferral election under the ACE USA Employee Retirement Savings Plan during the Plan Year, his contributions to the Plan for that Plan Year shall continue as though no deferral election change was made.

3.3 Supplemental Matching Contributions . Subject to the requirements of section 3.2, 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 ACE USA Employee Retirement Savings Plan for that Plan Year, in accordance with the terms thereof and based on his before-tax elective contributions under the ACE USA Employee Retirement Savings Plan or based on his after-tax elective contributions under the ACE USA Puerto Rico Employee Retirement Savings Plan, as applicable, 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 ACE USA Employee Retirement Savings Plan or the ACE USA Puerto Rico Employee Retirement Savings Plan, as applicable, on behalf of the Participant. Credits to the Participant’s Accounts pursuant to this subsection 3.3 shall be made at the same time that matching contributions would otherwise have been credited to his accounts under either the ACE USA Employee Retirement Savings Plan or the ACE USA Puerto Rico Employee Retirement Savings Plan, as applicable, provided the eligibility requirements for matching contributions under either said plan have been satisfied.

3.4 Supplemental ESIS Performance-Based Contributions . For any Plan Year beginning on or after January 1, 2007, a Participant’s Supplemental ESIS Performance-Based Account shall be credited with an amount equal to the difference, if any, between (a) the ESIS Performance-Based Contributions that would have been contributed on behalf of the Participant for that Plan Year to the ACE USA Employee Retirement Savings Plan or under the ACE USA Puerto Rico Employee Retirement Savings Plan, as


applicable, 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 o


 
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