AMERICAN HOME PRODUCTS CORPORATION
DEFERRED COMPENSATION PLAN
Effective as of July 31, 1997
PURPOSE
The purpose of the Deferred Compensation Plan (the "Plan") is to encourage the
retention of a key group of management employees by allowing them to defer
various types of compensation.
SECTION ONE - DEFINITIONS
Whenever used in the Plan, the following terms shall have the following
meanings:
(a) " Administrator " - means the Committee or such entity or person to
whom the Committee may delegate responsibility for administration of the Plan.
(b) " Beneficiary " - means one or more persons or entities (including
a trust or estate) designated by an Employee, at any time or from time to time,
to receive any payment under the Plan at or after such Employee's death. Such
designation shall be made on a form provided or approved by the Administrator.
If at any time a deferred amount shall become payable at or after the death of
an Employee, and there shall not be in existence any person or entity so
designated, then "Beneficiary" means the estate of such Employee.
(c) " Board of Directors " - means the Board of Directors of the
Company.
(d) A " Change of Control " - shall be deemed to have occurred if (i)
any "person" (as that term is used in Sections 13 and 14(d)(2) of the Exchange
Act) other than a Permitted Holder (as defined below) is or becomes the
beneficial owner (as that term is used in Section 13(d) of the Exchange Act),
directly or indirectly, of fifty percent (50%) or more of either the
outstanding shares of Common Stock or the combined voting power of the
Company's then outstanding voting securities entitled to vote generally,
(ii) during any period of two (2) consecutive years, individuals who constitute
the Board of Directors of the Company at the beginning of such period cease
for any reason to constitute at least a majority thereof, unless the election
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or the nomination for election by the Company's stockholders of each new
director was approved by a vote of at least three-quarters (3/4) of the
directors then still in office who were directors at the beginning of the
period or (iii) the Company undergoes a liquidation or dissolution or a sale
of all or substantially all of the assets of the Company. No merger,
consolidation, or corporate reorganization in which the owners of the combined
voting power of the Company's then outstanding voting securities entitled to
vote generally prior to such combination, own fifty percent (50%) or more of
the resulting entity's outstanding voting securities shall, by itself, be
considered a Change of Control. As used herein, "Permitted Holder" means:
(i) the Company, (ii) any corporation, partnership, trust, or other entity
controlled by the Company and (iii) any employee benefit plan (or related
trust) sponsored or maintained by the Company or any such controlled entity.
(e) " Code " - means the Internal Revenue Code of 1986, as amended from
time to time.
(f) " Committee " - means the Compensation and Benefits Committee of
the Board of Directors.
(g) " Company " - means American Home Products Corporation, a Delaware
Corporation.
(h) " Deemed Rate of Interest " - means a rate of interest deemed
payable on amounts deferred under the Plan equal to the average of the quarter
end yields for a ten-year period ending September 30 of the prior year, of ten-
year U.S. Treasury notes plus two percent (2%). The Deemed Rate of Interest
shall be calculated, accrued, credited, and compounded quarterly by the
Treasurer of the Company. The Deemed Rate of Interest may be increased or
decreased from time to time by the Board as it may deem appropriate, provided
that no such decrease shall be effective for deemed interest accruing prior to
the latest of (i) the date of Board action implementing such decrease and (ii)
the date such decrease is communicated to Participants.
(i) " Eligible Employee " - means an employee of the Company employed
in the United States who either: (i) is a principal officer of the Company as
that term is defined at Paragraph 30 of the By-Laws of the Company, or (ii)
earns an annual base salary of not less than one hundred seventy-five thousand
dollars ($175,000) or such greater amount as may be determined from time to
time by the Committee. Whether or not a person is an Eligible Employee will
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be determined on a Plan Year by Plan Year basis, such that a person who
qualifies as an Eligible Employee in a particular Plan Year shall not qualify
as an Eligible Employee in a subsequent Plan Year in which he/she meets neither
of criteria (i) or (ii) above.
(j) " Exchange Act " - means the Securities Exchange Act of 1934, as
amended.
(k) " Effective Date " - means July 31, 1997.
(l) " Participant " - means an Eligible Employee who elects to defer
compensation under the terms of the Plan.
(m) " Plan " - means the American Home Products Corporation Deferred
Compensation Plan as set forth herein and as it may be amended and/or restated
from time to time.
(n) " Plan Year " - means the calendar year, except that the first Plan
Year which shall be the period beginning on the Effective Date and ending on
December 31, 1997.
(o) " Retirement Date " - means the date of an Employee's separation
from service on or after his/her attainment of age fifty-five (55).
(p) " SESP " - means the American Home Products Corporation
Supplemental Savings Plan, as amended from time to time.
(q) " Stock Plans " - means the 1996 Stock Incentive Plan of the
Company and all similar prior and subsequent plans of the Company providing
for the granting of stock options to officers and other key employees of the
Company.
SECTION TWO - DEFERRALS UNDER PRIOR PLANS
An Eligible Employee who, prior to the Effective Date, elected to defer part
or all of (i) the cash portion of his/her Management Incentive Plan ("MIP")
compensation, (ii) his/her base salary under the Deferred Compensation Program
("Program") of the Company, (iii) the income on the proceeds (net of after-tax
withholding and prescribed fees) of the cashless exercise of his/her stock
options under the Stock Plans i.e. proceeds from the sale of the stock
resulting from such exercise or (iv) the proceeds (net after tax withholding)
of the exercise of stock appreciation rights, may elect to have such deferrals
or proceeds considered to be credited under the Plan as of the Effective Date
in accordance with such terms and conditions as may be established by the
Committee. Thereafter, such deferrals shall continue in accordance with the
deferral and distribution provisions of the Plan; provided that amounts
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attributable to such deferrals shall remain subject to the same elections
and restrictions as previously had been in effect with respect thereto, unless
thereafter changed by the Eligible Employee in accordance with the terms of
the Plan.
SECTION THREE - PARTICIPATION
(a) Participation on the Effective Date. An employee of the Company
shall become a Participant as of the Effective Date if he/she is an Eligible
Employee on the Effective Date and elects to include previously deferred
amounts under the Plan as described in Section Two above or elects to defer on
and after the Effective Date by filing a deferral election form with the
Administrator in accordance with Section 5.
(b) Participation after the Effective Date . Any Eligible Employee
who has not become a Participant on the Effective Date in accordance with
Section 3(a) above shall become a Participant as of the Effective Date of
his/her first deferral under the Plan in accordance with Section 5 following
the Effective Date.
SECTION FOUR - DEFERRALS UNDER THE PLAN
(a) Deferral of Cash Awards under the MIP.
(1) A Participant may designate a percentage of the cash
portion of his/her MIP compensation from the Company which is payable in a Plan
Year (the "Deferred MIP Compensation") to be deferred and distributed in
accordance with a written election made by the Participant in accordance with
Section 5.
(2) A Participant's Deferred MIP Compensation shall accrue deemed
interest, compounded quarterly, at the Deemed Rate of Interest from the date
such Deferred MIP Compensation otherwise would have been paid to the date of
distribution.
(3) The Company shall distribute to a Participant his/her total
Deferred MIP Compensation (together with deemed interest accrued thereon) in
accordance with the deferral period and distribution form designated by the
Participant in accordance with Section 5.
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(b) Deferral of Base Salary.
(1) A Participant may designate a percentage of his/her total annual
base salary for a Plan Year (the "Deferred Salary Compensation") to be deferred
and distributed in accordance with a written election made by the Participant
in accordance with Section 5. However, no such deferral shall be effective
unless the Participant elects with respect to the same Plan Year to have no
less than six percent (6%) of his/her total base salary deferred in accordance
with the SESP, and such SESP deferral shall be subject to the terms of the SESP
and not to this Plan.
(2) A Participant's Deferred Salary Compensation shall accrue deemed
interest, compounded quarterly, at the Deemed Rate of Interest from the date
such Deferred Salary Compensation otherwise would have been paid to the date of
distribution.
(3) The Company shall distribute to the Participant his/her total
Deferred Salary Compensation (together with deemed interest accrued thereon) in
accordance with the deferral period and distribution form designated by the
Participant in accordance with Section 5.
(4) A Participant may, upon no less than thirty (30) days' advance
written notice to the Vice President - Finance of the Company or any successor
thereto as designated by the Committee, prospectively terminate his/her
deferral of base salary, effective as of the date stated in such written notice.
Such termination shall not affect the treatment hereunder of amounts deferred
prior to the effective date of such written notice.
(c) Deferral of Proceeds from a Cashless Exercise/Sale Transaction.
(1) A Participant may designate an amount of the proceeds (net of
withheld taxes and prescribed fees) of a cashless exercise/sale transaction of
stock options granted under the Stock Plans to be held by the Company pursuant
to the Plan ("the "Deferred Stock Option Proceeds") so that deemed interest
accrued thereon in accordance with clause (2) immediately below would be
deferred and distributed in accordance with a written election made by the
Participant in accordance with Section 5.
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(2) A Participant's Deferred Stock Option Proceeds shall accrue
deemed interest, compounded quarterly, at the Deemed Rate of Interest from the
date the amount of such Deferred Stock Option Proceeds otherwise would have
been paid.
(3) The Company shall distribute to a Participant his/her total
Deferred Stock Option Proceeds (together with deemed interest accrued thereon)
in accordance with the deferral period and distribution form designated by
the Participant in accordance with Section 5.
(4) For purposes of clarity, it shall be understood that the
intent of this Section 4(c) is to provide for a deferral of the Participant's
taxation only with respect to the deemed interest credited in accordance with
clause (2) above and not on the Deferred Stock Option Proceeds. As a result,
it is intended that the cashless exercise/sale transaction shall be taxable to
the Participant as if no election had been made hereunder and, upon
distribution from the Plan, only the deemed interest accrued on the Deferred
Stock Option Proceeds, and not the Deferred Stock Option Proceeds themselves,
shall be taxable to the Participant.
(d) Deferral of Proceeds from Exercise of Stock Appreciation Rights ("SARs").
(1) A Participant may designate an amount of the proceeds of the
exercise of SARs ("Deferred SAR Proceeds"), as specified on the deferral
election form, to be deferred and distributed in accordance with a written
election made by the Participant in accordance with Section 5.
(2) A Participant's Deferred SAR Proceeds shall accrue deemed
interest, compounded quarterly, at the Deemed Rate of Interest from the date
such Deferred SAR Proceeds otherwise would have been paid to the Participant.
(3) The Company shall distribute to the Participant his/her total
Deferred SAR Proceeds (together with deemed interest accrued thereon) in
accordance with the deferral period and distribution form designated by the
Participant in accordance with Section 5.
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SECTION FIVE - FORM OF DEFERRAL ELECTIONS
(a) All deferrals made under Section 4 shall be evidenced by the
Participant's properly executing a deferred compensation agreement form
supplied by the Administrator in accordance with the rules set forth in this
Section 5.
(b) An election to consider amounts previously deferred to be credited
under this Plan in accordance with Section 2 must be received by the Committee
or its designee prior to the Effective Date.
(c) An election to defer MIP compensation in accordance with Section
4(a) or base salary in accordance with Section 4(b) with respect to a
particular Plan Year must be received by the Committee or its designee no later
than the last day of the preceding Plan Year. Such election must designate
the timing and form of distribution of such Deferred MIP Compensation and/or
base salary and earnings thereon in accordance with the options described in
Section 6(a) and (b), respectively.
(d) An election to have the proceeds from a cashless exercise/sale
transaction held by the Company in accordance with Section 4(c) must be
received by the Committee within the time frame established by the
Committee from time to time. Such election must designate the timing and
form of distribution of such proceeds and earnings thereon in accordance
with the options described in Section 6(c).
(e) An election to defer proceeds from the exercise of SARs in
accordance with Section 4(d) must be received by the Committee no later
than the six months prior to the exercise date of the SAR. Such election
must designate the timing and form of distribution of such deferred SAR
proceeds and earnings thereon in accordance with the options described in
Section 6(d).
(f) Notwithstanding the above, an employee who becomes an Eligible
Employee for the first time during a Plan Year shall be permitted, within the
thirty (30) day period that begins on the day he/she becomes an Eligible
Employee, to make an election to defer base salary accrued after the
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effective date of such election for the remainder of the Plan Year and MIP
Compensation payable with respect to the Plan Year, provided, in the case of
MIP Compensation, that the amount, if any, of such compensation is not known
prior to the effective date of such election.
SECTION SIX - DISTRIBUTIONS
(a) Deferred MIP Compensation.
(1) Commencement of Payment of Deferral of Deferred MIP
Compensation. Deferred MIP Compensation, (together with deemed interest
accrued thereon) shall commence to be paid at the election of the
Participant either (i) ten (10) years following the date the Deferred
MIP Compensation otherwise would have been paid, or (ii) at the
Participant's Retirement Date.
(2) Form of Distribution of Deferred MIP Compensation. Deferred
MIP Compensation (together with deemed interest accrued thereon) shall be
distributed at the election of a Participant either: (i) in a lump sum payment
payable within ninety (90) days following the time designated pursuant to
Section 6(a)(1) above, or (ii) in installment payments of up to ten (10)
substantially equal annual installments, with the first installment payable
within ninety (90) days following the time designated pursuant to Section
6(a)(1) above, with the remaining installments payable within ninety (90) days
following the anniversaries of such time. The amount of each installment shall
be determined by dividing the amount credited to the Participant's account at
the time the installment is to be made (including deemed interest) by the
number of remaining installments (including the installment then due).
(b) Deferred Salary Compensation.
(1) Commencement of Payment of Deferred Salary Compensation.
Deferred Salary Compensation (together with deemed interest accrued thereon)
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shall commence to be paid at the election of the Participant either: (i) ten
(10) years following the date the Deferred Salary Compensation otherwise
would have been paid, or (ii) at the Participant's Retirement Date.
(2) Form of Distribution of Deferred Salary Compensation.
Deferred Salary Compensation (together with interest accrued thereon) shall
be distributed at the election of the Participant either: (i) in a lump
sum payable within ninety (90) days following the time designated pursuant
to Section 6(b)(1) above, or (ii) in installment payments of up to ten (10)
substantially equal annual installments, with the first installment payable
within ninety (90) days following the time designated pursuant to Section
6(b)(1) above, with the remaining installments payable within ninety (90)
days following the anniversaries of such time. The amount of each
installment shall be determined by dividing the amount credited to the
Participant's account at the time the installment is to be made (including
deemed interest) by the number of remaining installments (including the
installment then due).
(c) Deferred Stock Option Proceeds.
(1) Commencement of Payment of Deferred Stock Option Proceeds.
Deferred Stock Option Proceeds (together with deemed interest accrued thereon)
shall commence to be paid at the election of a Participant either (i) not less
than three (3) years nor more than ten (10) years following the exercise of
the stock options subject to such election or, (ii) at attainment of the
Retirement Date of the Participant.
(2) Form of Distribution of Deferred Stock Option Proceeds.
Deferred Stock Option Proceeds (together with deemed interest accrued thereon)
shall be distributed at the election of a Participant either: (i) in a lump
sum payable within ninety (90) days following the time designated in Section
6(c)(1) above, or (ii) in installment payments of up to ten (10)
substantially equal annual installments, with the first installment payable
within ninety (90) days following the time designated in Section 6(c)(1)
above, with the remaining installments payable within ninety (90) days
following the anniversaries of such time. The amount of each installment
shall be determined by dividing the amount of deferrals in the Participant's
account at the time the installment is to be made (including deemed interest
thereon) by the number of installments.
(3) Early Payment of Deferred Stock Option Proceeds. A Participant
may, upon written request to the Committee, receive payment of a portion or all
of his/her Deferred Stock Option Proceeds (as elected by the Participant) prior
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to the date selected pursuant to Section 6(c)(1) above. In that event of
such early payment the deemed interest credited to the Participant for that
Plan Year shall be one percent (1%) less than the rate otherwise applicable
for the Plan Year, and shall be credited on Deferred Stock Option Proceeds
distributable under this Section 6(c)(3) only through the date of
distribution. A Participant shall not be allowed to elect to receive early
payment under this Section 6(c)(3) of any deemed interest credited to his/her
Deferred Stock Option Proceeds, but only of the Deferred Stock Option
Proceeds themselves.
(d) Deferred SAR Proceeds.
(1) Commencement of Payment of Deferred SAR Proceeds. Deferred SAR
Proceeds (together with deemed interest accrued thereon) shall commence to be
paid at the election of a Participant either (i) ten (10) years following the
exercise of the SAR subject to such election, or (ii) at the Participant's
Retirement Date.
(2) Form of Distribution of SAR Proceeds. Deferred SAR Proceeds
(together with deemed interest accrued thereon) shall be distributed at the
election of a Participant either: (i) in a lump sum payment payable within
ninety (90) days following the time designated pursuant to Section 6(d)(1)
above, or (ii) in installment payments of up to ten (10) substantially equal
annual installments, with the first installment payable within ninety (90) days
following the time period designated pursuant to Section 6(d)(1) above, with
the remaining installments payable within ninety (90) days following the
anniversaries of such time. The amount of each installment shall be determined
by dividing the amount of deferrals in the Participant's account at the time
the installment is to be made (including deemed interest thereon) by the
number of installments.
(e) Payment Upon Separation From Service. Notwithstanding the above, in
the event a Participant shall separate from service with the Company (for
reasons other than death) prior to the commencement of payment of his/her
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Deferred MIP Compensation, Deferred Salary Compensation, Deferred Stock Option
Proceeds and/or Deferred SAR Proceeds, the Participant's account shall be
distributed to the Participant in a single lump sum, together with deemed
interest accrued thereon through the date of distribution, within ninety (90)
days following such separation, provided that the foregoing shall not apply in
the case of a Participant who (i) separates from service on a Retirement Date
and (ii) had elected to receive payment of any amounts deferred under the Plan
in the form of installment payments, commencing at his/her Retirement Date (but
only with respect to amounts for which such election had been made).
(f) Payment Upon Death. Notwithstanding anything in the Plan to the
contrary, in the event a Participant dies prior to the receipt of any or all of
his/her Deferred MIP Compensation, Deferred Salary Compensation, Deferred
Option Proceeds, and/or Deferred SAR Proceeds, such amount shall be distributed
in a single lump sum to the Participant's Beneficiary(ies), together with
deemed interest accrued thereon through the date of such distribution, within
ninety (90) days following his/her death.
SECTION SEVEN - MISCELLANEOUS
(a) Funding of the Plan. The Plan is unfunded and the Company has no
obligation to set aside, earmark, or place in trust any funds with which to pay
its obligations under this Plan. The Company's obligation shall not be secured
in any way and a Participant's rights shall in no way be preferred over the
general creditors of the Company.
(b) Change of Control. In the event of a Change of Control, all
Deferred MIP Compensation, Deferred Salary Compensation, Deferred Stock Option
Proceeds and/or Deferred SAR Proceeds shall be paid to the Participant in a
lump sum, together with deemed interest accrued thereon, within ten (10) days
following the Change of Control.
(c) Employment. This Plan does not constitute an employment contract
between the Company and a Participant. Nothing in this Plan shall be construed
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to give a Participant the right to be retained in the service of the Company,
nor interfere with the right of the Company to terminate or discipline a
Participant at any time.
(d) Construction. This Plan shall be construed and interpreted under
the laws of the State of New Jersey.
(e) Taxes. The Company may withhold from distributions made from the
Plan any taxes required to be withheld under federal, state, or local law.
(f) Non-Assignable. Benefits payable under this Plan may not be
anticipated, assigned (either at law or equity), alienated, pledged,
encumbered, or subjected to attachment, garnishment, levy, execution,
or other legal process, and any attempt to effect such distribution shall be
void.
(g) Minors and Incompetents. If the Administrator determines that any
person to whom a payment is due hereunder is a minor or incompetent by reason
of physical or mental disability, the Administrator shall have the power to
cause the payments then due to such person to be made to another for the
benefit of the minor or incompetent, without responsibility of the Company or
the Administrator to see to the application of such payment, unless claim
prior to such payment is made therefor by a duly appointed legal
representative. Payments made pursuant to such power shall operate as a
complete discharge of the Company and the Administrator.
SECTION EIGHT - EMERGENCY BENEFIT
In the event that the Committee determines that the Employee has suffered an
unforeseeable financial emergency, the Administrator shall pay to the Employee
as soon as possible following such determination, an amount not in excess of
the amount needed to satisfy the emergency. Such payment shall be distributed
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first out of the Employee's Deferred Stock Option Proceeds and deemed interest
accrued thereon, second, out of Deferred MIP Compensation and deemed interest
accrued thereon, third, out of Deferred Salary Compensation and deemed
interest accrued thereon, and fourth, out of Deferred SAR Proceeds and deemed
interest accrued thereon. Deemed interest shall not be accrued for any
Employee on an amount paid to the Employee after the date of such payment.
For this purpose, an "unforeseeable financial emergency " means an
unanticipated emergency that is caused by an event beyond the control of the
Employee that would result in severe financial hardship if the emergency
distribution were not permitted. In determining whether a Participant has
suffered an unforeseeable financial emergency, the Administrator shall apply
principals similar to those contained in Treasury Regulation Section
1.457-2(h)(4).
SECTION NINE - ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Administrator which shall have full
discretionary authority to interpret the Plan; to make all determinations as
may be necessary or advisable; and to adopt, amend or rescind any rules,
regulations, and procedures as it deems necessary or appropriate for the
administration of the Plan. The determinations, actions, and decisions of the
Administrator shall be binding and conclusive for all purposes and upon all
persons. The Administrator may delegate part or all of its responsibilities
under the Plan to such party or parties as it may deem necessary or
appropriate.
SECTION TEN - AMENDMENT AND TERMINATION
The Board of Directors may from time to time amend or revise the terms of the
Plan, or may discontinue the Plan at any time. However, such amendment,
revision or discontinuance of the Plan may not adversely affect an Employee's
benefit(s) accrued under the Plan prior to the date of such action.
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SECTION ELEVEN - CLAIMS PROCEDURE
If a Participant does not receive the timely payment of the benefits which
he/she believes are due under the Plan, the Participant may make a claim for
benefits in the manner hereinafter provided.
All claims for benefits under the Plan shall be made in writing and shall be
signed by the Participant. Claims shall be submitted to the Administrator. If
the Participant does not furnish sufficient information with the claim for the
Administrator to determine the validity of the claim, the Administrator shall
indicate to the Participant any additional information which is necessary for
the Administrator to determine the validity of the claim.
Each claim hereunder shall be acted on and approved or disapproved by the
Administrator within 90 days following the receipt by the Administrator of the
information necessary to process the claim. In the event the Administrator
denies a claim for benefits in whole or in part, the Administrator shall notify
the Participant in writing of the denial of the claim and notify the
Participant of his right to a review of the Administrator's decision by the
Administrator. Such notice by the Administrator shall also set forth, in a
manner calculated to be understood by the Participant, the specific reason for
such denial, the specific provisions of the Plan on which the denial is based,
a description of any additional material or information necessary to perfect
the claim with an explanation of the Plan's appeals procedure as set forth in
this Section Eleven.
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If no action is taken by the Administrator on a Participant's claim within 90
days after receipt by the Administrator, such claim shall be deemed to be
denied for purposes of the following appeals procedure. Any applicant whose
claim for benefits is denied in whole or in part may appeal for a review of
the decision by the Administrator. Such appeal must be made within three
months after the applicant has received actual or constructive notice of the
denial as provided above. An appeal must be submitted in writing within such
period and must:
(a) request a review by the Administrator of the claim for benefits
under the Plan;
(b) set forth all of the grounds upon which the Participant's request
for review is based on any facts in support thereof; and
(c) set forth any issues or comments which the Participant deems
pertinent to the appeal.
The Administrator shall act upon each appeal within 60 days after receipt
thereof unless special circumstances require an extension of the time for
processing, in which case a decision shall be rendered by the Administrator as
soon as possible but not later than 120 days after the appeal is received by
it. The Administrator may require the Participant to submit such additional
facts, documents or other evidence as the Administrator in its discretion
deems necessary or advisable in making its review. The Participant shall be
given the opportunity to review pertinent documents or materials upon
submission of a written request to the Administrator, provided the
Administrator finds the requested documents or materials are pertinent to
the appeal.
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On the basis of its review, the Administrator shall make an independent
determination of the Participant's eligibility for benefits under the Plan.
The decision of the Administrator on any appeal of a claim for benefits shall
be final and conclusive upon all parties thereto.
In the event the Administrator denies an appeal in whole or in part, it shall
give written notice of the decision to the Participant, which notice shall set
forth, in a manner calculated to be understood by the Participant, the specific
reasons for such denial and which shall make specific reference to the
pertinent provisions of the Plan on which the Administrator's decision is
based.
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