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EXHIBIT 10(b)(XXXIV)
ANADARKO PETROLEUM CORPORATION
ESTATE ENHANCEMENT PROGRAM
1. PURPOSE
The purpose of the Anadarko Petroleum Corporation Estate Enhancement
Program (the "Plan") is to provide Executives of Anadarko Petroleum
Corporation (the "Company") the ability to elect life insurance
coverage pursuant to a split-dollar life insurance arrangement.
2. DEFINITIONS
For purposes of this Plan, the following terms have the meanings set
forth below:
2.01 ADJUSTED COMPANY DEATH BENEFIT means the portion of the Policy
death benefit payable to the Company solely as a result of an
Alternative Death Benefit Election being in effect for the
Policy, and shall be determined by subtracting from the amount
of Policy death benefit paid to the Company an amount equal to
the portion of the Policy death benefit that would have been
paid to the Company if an Alternative Death Benefit Election
was not in effect for the Policy.
2.02 AGREEMENT means the Agreement executed by the Participant (or
other Policy Owner) and the Company implementing the terms of
this Plan.
2.03 ALTERNATIVE DEATH BENEFIT means a Company-paid death benefit
paid by the Company to the Former Policy Owner's
beneficiary(ies) pursuant to an Alternative Death Benefit
Election under Section 8 of the Plan.
2.04 ALTERNATIVE DEATH BENEFIT AMOUNT means, with respect to a
Participant, an amount that is equal to the Adjusted Company
Death Benefit, reduced by the income taxes (if any) payable by
the Company as a result of receiving the Adjusted Company
Death Benefit, grossed up to reflect the benefit of any
Company federal, state, and local income tax savings resulting
from the deductibility for corporate income tax purposes of
the payment of the Alternative Death Benefit. The Alternative
Death Benefit Amount shall be determined at the time the
payment is to be made, based on the Company's federal, state
and local income tax rate (calculated at the marginal tax rate
then applicable to the Company, but net of any
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federal deduction for state and local taxes) at the time of
the payment, and shall be determined by the Committee or its
designee.
2.05 ALTERNATIVE DEATH BENEFIT ELECTION means an election made by
the Elector or Policy Owner pursuant to Section 8 of the Plan.
2.06 BOARD OF DIRECTORS means the Board of Directors of the
Company.
2.07 CHANGE OF CONTROL means: (a) the acquisition by any
individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either (i) the then
outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a),
the following acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from the Company, (ii)
any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the
Company or (iv) any acquisition pursuant to a transaction
which complies with clauses (i), (ii) and (iii) of subsection
(c) of this Section 2.07; or (b) individuals who, as of the
date hereof, constitute the Board of Directors (the "Incumbent
Board") cease for any reason to constitute at least a majority
of the Board of Directors; provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with
respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board of Directors; or
(c) consummation by the Company of a reorganization, merger or
consolidation or sale or other disposition of all or
substantially all of the assets of the Company or the
acquisition of assets of another entity (a "Business
Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of
the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately
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prior to such Business Combination beneficially own, directly
or indirectly, more than 60% of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or all
or substantially all of the Company's assets either directly
or through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Company Common Stock
and Outstanding Company Voting Securities, as the case may be,
(ii) no Person (excluding any employee benefit plan (or
related trust) of the Company or such corporation resulting
from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business
Combination and (iii) at least a majority of the members of
the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the
action of the Board of Directors, providing for such Business
Combination; or (d) approval by the shareholders of the
Company of a complete liquidation or dissolution of the
Company.
2.08 COLLATERAL ASSIGNMENT means the Collateral Assignment executed
by the Policy Owner pursuant to Section 6.02 of the Plan.
2.09 COMMITTEE means the Compensation and Benefits Committee of the
Board of Directors of the Company.
2.10 COMPANY means Anadarko Petroleum Corporation.
2.11 COMPANY DEATH BENEFIT means the portion of the Policy's death
benefit payable to Company as provided in Section 8.
2.12 COMPENSATION means amounts a Participant agrees to forego to
participate in the Plan pursuant to Section 3.02, and shall
include amounts the Committee deems Compensation for purposes
of this Plan.
2.13 EFFECTIVE DATE means December 8, 1998.
2.14 ELECTOR means the person or persons who are entitled to make
or revoke an Alternative Death Benefit Election pursuant to
Section 8.01.
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2.15 ENROLLMENT AND ELECTION TO FOREGO COMPENSATION FORM means the
form used by a Participant to make an election to forego
Compensation pursuant to Section 3.02 of the Plan.
2.16 EXECUTIVE means an employee of the Company whom the Committee
deems eligible to participate in the Plan in accordance with
Section 3.01.
2.17 FORMER POLICY OWNER means the person(s) or entity that is the
Policy Owner immediately prior to when an Alternative Death
Benefit Election is first made with respect to a Policy.
2.18 INSURER means, with respect to a Participant's Policy, the
insurance company issuing the Policy on the Participant's life
(or on the lives of the Participant and the Participant's
spouse, in the case of a Survivorship Policy) pursuant to the
provisions of the Plan.
2.19 PARTICIPANT means an Executive who elects to participate in
the Plan.
2.20 PARTICIPANT'S COVERAGE AMOUNT means the portion of the
Policy's death benefit payable to the beneficiary(ies) of the
Policy Owner as provided in Section 7.
2.21 PLAN ADMINISTRATOR means the Committee, or its designee.
2.22 POLICY means the life insurance coverage acquired on the life
of the Participant (or on the lives of the Participant and the
Participant's spouse, in the case of a Survivorship Policy) by
the Company.
2.23 POLICY OWNER means the person or entity designated as owner on
the application for the Policy, or the person or entity to
which a Policy Owner assigns his or her interest in the
Policy.
2.24 PREMIUM means, with respect to a Policy on the life of a
Participant (or the lives of a Participant and a Participant's
spouse, if the Policy is a Survivorship Policy), the amount
the Company is obligated, pursuant to the terms of the Plan,
to pay to the Insurer with respect to such Policy.
2.25 SURVIVORSHIP POLICY means a Policy insuring the lives of the
Participant and a Participant's spouse, with the death benefit
payable at the death of the last survivor of the Participant
and his or her spouse.
3. PARTICIPATION
3.01 ELIGIBILITY. Any Executive designated by the Committee shall
be eligible to participate in the Plan. An Executive shall
become a Participant by
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completing such forms, documents and procedures as specified
by the Committee. The Participant (and, in the case of a
Survivorship Policy, the Participant's spouse) shall cooperate
with the Insurer by furnishing any and all information
requested by the Insurer in order to facilitate the issuance
of the Policy, including furnishing such medical information
and taking such physical examinations as the Insurer may deem
necessary. In the absence of such cooperation, the Company
shall have no further obligation to the Participant to allow
him or her to participate in the Plan.
3.02 ELECTION TO FOREGO COMPENSATION. As a condition of
participating in the Plan, each Participant shall be required
to make an election in which the Participant shall commit to
forego the receipt of a specified type and amount of
Compensation. The Participant shall make an election to forego
Compensation by execution of an Enrollment and Election to
Forego Compensation Form prior to the Policy effective date.
4. AMOUNT AND TYPE OF COVERAGE
The amount and type of coverage provided under the Policy shall be that
amount and type specified in the Agreement.
5. PAYMENT OF PREMIUMS
5.01 COMPANY PAYMENTS. The Company shall pay a Premium equal to the
Compensation foregone by a Participant within thirty (30) days
after the Policy is issued.
5.02 PARTICIPANT PAYMENTS. Unless otherwise provided in an
Agreement, a Participant, Policy Owner (other than the
Company, if the Company becomes the Policy Owner pursuant to
Section 8), or Former Policy Owner shall not be required to
pay any portion of the Premium due on the Policy. However, the
Participant, Policy Owner or Former Policy Owner may elect to
pay a premium to the Insurer with respect to the Policy.
6. POLICY OWNERSHIP
6.01 OWNERSHIP. Except as otherwise provided in this Plan and
related Agreement, the Policy Owner shall be the sole and
exclusive owner of a Participant's Policy.
6.02 COMPANY'S RIGHTS. The Company shall not have any ownership
rights in the Policy (except as provided in Section 8). The
Company's rights shall be limited to: (1) the right to receive
a portion of the Policy death benefit in the event of the
payment of the Policy death benefit while the Collateral
Assignment is in effect with respect to the Policy; and, (2)
the right to
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receive all of the proceeds of any surrender, withdrawal or
loan processed while the Collateral Assignment is in effect,
as specified in the Agreement. In exchange for the Company's
agreement to pay the Premiums described in Section 5.01 of the
Plan and the Participant's Agreement, the Policy Owner shall
execute a Collateral Assignment to the Company of the rights
provided to the Company under this Plan and related Agreement.
The Company shall have the right to direct the Policy Owner in
writing to take any required action consistent with these
rights, and upon the receipt of such written direction from
the Company, the Policy Owner promptly shall take such action
as is necessary to comply therewith. The Company shall have
the right to assign any part or all of its interest in the
Policy, subject to the Policy Owner's rights, and the terms
and conditions of this Plan and related Agreement, to any
person, entity or trust by the execution of a written
instrument delivered to the Policy Owner.
6.03 PROHIBITED POLICY TRANSACTIONS. The Policy Owner shall not
borrow from, hypothecate, withdraw cash value from, surrender
in whole or in part, cancel, or in any other manner encumber a
Policy without the prior written consent of the Company (or
without the prior written consent of the Former Policy Owner,
if the Company is the Policy Owner).
6.04 INVESTMENT OF POLICY CASH VALUES. If the Policy provides the
Policy Owner with a choice of investment funds for the Policy
cash values, and if the Company becomes the Policy Owner
pursuant to Section 8, the Company shall thereafter invest the
cash values in the funds selected by and in the proportions
specified by the Former Policy Owner, unless otherwise
specified in the Participant's Agreement. The Company agrees
to submit an investment election to the Insurer within thirty
(30) days after a written investment request by the Former
Policy Owner or other person or entity designated in the
Participant's Agreement.
6.05 POSSESSION OF POLICY. The Policy Owner shall maintain
possession of the Policy.
7. DEATH BENEFIT
Upon the death of the Participant (or the death of the survivor of the
Participant and the Participant's spouse, if the Policy is a
Survivorship Policy), the death benefit under the Policy shall be
divided as follows:
a. The Company shall be entitled to receive as the Company Death
Benefit an amount equal to the greater of: (i) the Policy cash
accumulation value immediately prior to the death of the
Participant (or the death of the
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survivor of the Participant and the Participant's spouse, if
the Policy is a Survivorship Policy) and before any surrender
charges; or (ii) the cumulative Premiums paid by the Company
under the Policy. If the Policy provides for a death benefit
equal to the sum of the face amount of the Policy and any cash
account or accumulation value, any Company Death Benefit
should first be paid from the cash account or accumulation
value portion of the death benefit.
b. The beneficiary(ies) of the Policy Owner shall be entitled to
receive the Participant's Coverage Amount, which shall consist
of the excess, if any, of the Policy's death benefit over the
Company Death Benefit.
8. ALTERNATIVE DEATH BENEFIT ELECTION.
8.01 ALTERNATIVE DEATH BENEFIT ELECTION. The Alternative Death
Benefit Election provided for in this Section may be made or
revoked by the person or persons designated as the Elector in
the Participant's Agreement. If no such person is designated
in the Agreement, or if no designated person is living and
able to make the election, the election may be made or revoked
by the Policy Owner (except that an election cannot be made or
revoked by the Company, if the Company becomes the Policy
Owner). Any such election shall be filed with the Committee in
such form as may be prescribed by the Committee. When an
Alternative Death Benefit Election is made, the Policy Owner
shall immediately transfer the ownership of the Policy to the
Company, and the Company shall be designated as beneficiary to
receive the entire Policy death benefit. In addition, using a
form provided by the Committee, the Former Policy Owner shall
designate a beneficiary to receive the Alternative Death
Benefit.
The Elector may revoke the Alternative Death Benefit Election.
In the event of such a revocation, the Company shall continue
to be the Policy Owner and shall, by endorsement filed with
the Insurer, provide the Former Policy Owner the right to
designate a beneficiary of an amount of Policy death benefit
equal to the Participant's Coverage Amount. The revocation of
an Alternative Death Benefit Election shall not preclude an
Elector from making a later Alternative Death Benefit Election
(or from revoking such later election).
An Alternative Death Benefit Election (or an election to
revoke such an election) shall be effective when any necessary
documentation is submitted to and accepted by the Insurer. The
Policy Owner (or Former Policy Owner, if applicable) and the
Company will promptly submit any
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required forms or documents to the Insurer when an Alternative
Death Benefit Election is made or revoked.
8.02 PAYMENT OF BENEFIT. The Alternative Death Benefit shall be
paid by the Company from the general funds of the Company, and
shall not constitute an insurance benefit. It shall be paid by
the Company to the Former Policy Owner's beneficiary(ies) at
the time the Participant's insurance death benefit would have
been paid (at the Participant's death for single life
coverage, or at the death of the survivor of the Participant
and the Participant's spouse if the Policy is a Survivorship
Policy). The amount of the payment shall be equal to the
Alternative Death Benefit Amount. As long as an Alternative
Death Benefit Election is in effect, the beneficiary(ies) of
the Former Policy Owner shall receive only the Alternative
Death Benefit, and shall not be entitled to receive any
portion of any death benefits that would become payable under
the Participant's Policy.
9. ELECTION TO REDUCE POLICY FACE AMOUNT.
The Policy Owner (except the Company, if the Company becomes a Policy
Owner) or, if applicable, the Former Policy Owner, may elect to reduce
the Policy face amount, except that the Policy face amount shall not be
reduced to an amount less than the Company Death Benefit. If the
Company is the Policy Owner, then, within sixty (60) days of receipt of
a written request from the Former Policy Owner, the Company shall
complete and submit the necessary forms to the Insurer to reduce the
Policy Face Amount in accordance with the Former Policy Owner's
request.
10. CHANGE OF CONTROL
If there is a Change of Control:
a. the Plan shall become irrevocable for all Participants in the
Plan at the time of the Change of Control;
b. the Company immediately shall transfer the ownership of all
Participants' Policies owned by the Company to an irrevocable
trust created by the Company to: (i) hold the Policies in
accordance with the terms of the Plan and (ii) pay any
Alternative Death Benefit that becomes payable under Section 8
of this Plan; and
c. except as otherwise provided in this Section, the provisions
of the Plan shall continue to apply as if there had been no
Change of Control.
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The occurrence of a Change of Control shall not preclude a Policy Owner
from thereafter making (or revoking) an Alternative Death Benefit
Election pursuant to Section 8. However, if a Policy Owner makes an
Alternative Death Benefit Election after a Change of Control, the
ownership of the Policy shall be transferred to the trust created
pursuant to this Section, and not directly to the Company as provided
in Section 8.
Notwithstanding the creation and funding of an irrevocable trust in
accordance with the provisions of this Section, the Company or its
successor shall continue to be responsible for the Premium costs
associated with the Participants' Policies and any Alternative Death
Benefits payable under Section 8 if such amounts are not paid by the
trust for any reason, or if the trust's assets become insufficient to
pay any required amounts.
11. COMPANY DEFAULT
11.01 COMPANY DEFAULT. A Company Default shall be deemed to have
occurred with respect to a Policy if the Company fails to pay
a Premium on the Policy as required under the terms of the
Agreement within sixty (60) days after the due date for such
Premium, or if the Company processes or attempts to process a
policy loan, or a complete or partial surrender, or a cash
value withdrawal without prior written approval from the
Policy Owner (or Former Policy Owner, if applicable).
11.02 RIGHTS UPON COMPANY DEFAULT. In the event of a Company Default
as described in Section 11.01, the Policy Owner (or Former
Policy Owner, if applicable) shall have the right to require
the Company to cure the Company Default by notifying the
Company in writing within sixty (60) days after the Company
Default occurs, or if later, within thirty (30) days after the
Policy Owner (or Former Policy Owner) becomes aware of the
Company Default. If the Company fails to cure the Company
Default within sixty (60) days after being notified by the
Policy Owner (or Former Policy Owner) of the Company Default,
the Policy Owner (or Former Policy Owner) shall have the right
to require the Company to transfer its interest in the
Participant's Policy to the Policy Owner (or Former Policy
Owner). The Policy Owner (or Former Policy Owner) may exercise
this right by notifying the Company, in writing, within sixty
(60) days after the Company Default occurs. Upon receipt of
such notice, the Company shall immediately transfer its rights
in the Policy to the Policy Owner (or Former Policy Owner),
either by a release of the Collateral Assignment, or by a
transfer of ownership if the Company is the Policy Owner, and
the Company shall thereafter have no rights with respect to
such Policy. A Policy Owner's (or Former Policy Owner's)
failure to exercise its rights under this Section shall not be
deemed to release the Company from any
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of its obligations under the Plan, and shall not preclude the
Policy Owner (or Former Policy Owner) from seeking other
remedies with respect to the Company Default. Also, a Policy
Owner's (or Former Policy Owner's) failure to exercise its
rights under this Section will not preclude the Policy Owner
(or Former Policy Owner) from exercising such rights upon a
later Company Default.
12. GOVERNING LAWS AND NOTICES
12.01 GOVERNING LAW. This Plan shall be governed by and construed in
accordance with the substantive law of Texas without giving
effect to the choice of law rules of Texas.
12.02 NOTICES. All notices hereunder shall be in writing and sent by
first class mail with postage prepaid. Any notice to the
Company shall be addressed to the attention of Senior Vice
President of Administration at the principal office of the
Company at 17001 Northchase Drive, Houston, TX 77060. Any
notice to the Participant (or other Policy Owner or Former
Policy Owner) shall be addressed to the Participant (or other
Policy Owner or Former Policy Owner) at the address following
such party's signature on his or her Agreement. Any party may
change its address by giving written notice of such change to
the other party pursuant to this Section.
13. MISCELLANEOUS PROVISIONS
13.01 NO CONTRACT OF EMPLOYMENT. This Plan and any Agreement
executed hereunder shall not be deemed to constitute a
contract of employment between an Executive and the Company,
or a Participant and the Company, nor shall any provision
restrict the right of the Company to discharge an Executive or
Participant, or to restrict the right of an Executive or
Participant to terminate employment with the Company.
13.02 GENDER. The masculine pronoun includes the feminine and the
singular includes the plural where appropriate for valid
construction.
13.03 COOPERATION WITH INSURER. In order to be eligible to
participate in this Plan, the Participant (and, in the case of
a Survivorship Policy, the Participant's spouse) shall
cooperate with the Insurer by furnishing any and all
information requested by the Insurer in order to facilitate
the issuance of the policy, including furnishing such medical
information and taking such physical examinations as the
Insurer may deem necessary. In the absence of such
cooperation, the Company shall have no further obligation to
the Participant to allow him or her to participate in the
Plan.
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13.04 CANCELLATION OF POLICY. If the Insurer cancels the
Participant's Policy pursuant to Policy provisions related to
the suicide of the Participant (or the Participant's spouse,
if the Policy is a Survivorship Policy), a material
misstatement of information, nondisclosure of medical
information, or any other Policy provision, then no benefits
shall be payable to the beneficiary(ies) of such Participant
(or other Policy Owner, or Former Policy Owner, where
applicable). In such case, the Participant's election to
participate in the Plan shall be null and void, and the
Company shall restore to the Participant any Compensation
foregone by the Participant to participate in the Plan.
13.05 INCONSISTENT TERMS. In the event of any inconsistency between
the terms of this Plan as described herein and the terms of
any Policy purchased hereunder or any related Agreement, the
terms of such Policy or Agreement shall be controlling as to
that Participant, or his or her Policy Owner or Former Policy
Owner, if other than the Participant, his
successor-in-interest (if any) and his or her beneficiary or
beneficiaries.
14. AMENDMENT, TERMINATION, ADMINISTRATION, AND SUCCESSORS
14.01 AMENDMENT/TERMINATION. The Board of Directors of the Company
may amend, modify or terminate the Plan at any time, but any
such amendment, modification or termination will not affect
the rights of any Participant, Policy Owner or Former Policy
Owner under any Agreement entered into with the Company prior
to the date of such amendment, modification or termination
without the Participant's, Policy Owner's or Former Policy
Owner's written consent.
14.02 ADMINISTRATION. This Plan shall be administered by the Plan
Administrator. The Plan Administrator shall have the authority
to make, amend, interpret, and enforce all rules and
regulations for the administration of the Plan and decide or
resolve any and all questions, including interpretations of
the Plan, as may arise in connection with the Plan in the Plan
Administrator's sole discretion. In the administration of this
Plan, the Plan Administrator from time to time may employ
agents and delegate to them or to others (including
Executives) such administrative duties as it sees fit. The
Plan Administrator from time to time may consult with counsel,
who may be counsel to the Company. The decision or action of
the Plan Administrator (or its designee) with respect to any
question arising out of or in connection with the
administration, interpretation and application of this Plan
shall be final and conclusive and binding upon all persons
having any interest in the Plan. The Company shall indemnify
and hold harmless the Plan Administrator and any Executives to
whom administrative duties under this Plan are delegated,
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against any and all claims, loss, damage, expense or liability
arising from any action or failure to act with respect to this
Plan, except in the case of gross negligence or willful
misconduct by the Plan Administrator.
14.03 SUCCESSORS. The terms and conditions of this Plan shall inure
to the benefit of and bind the Company and the Participant and
their successors, assignees (including any Assignee), and
representatives. The Company shall have the right to
absolutely and irrevocably assign its rights, title and
interest in a Policy without the consent of the Participant
(or Assignee).
15. CLAIMS PROCEDURE
Any controversy or claim arising out of or relating to this Plan shall
be filed with the Plan Administrator or its designee which shall make
all determinations concerning such claim. Any decision by the Plan
Administrator denying such claim shall be in writing and shall be
delivered to all parties in interest in accordance with the notice
provisions of Section 12.02 herein. Such decision shall set forth the
reasons for denial in plain language. Pertinent provisions of the Plan
shall be cited and, where appropriate, an explanation as to how the
claimant can perfect the claim will be provided. This notice of denial
of benefits will be provided within ninety (90) days of the Plan
Administrator's receipt of the claim for benefits. If the Plan
Administrator fails to notify the claimant of its decision regarding
the claim, the claim shall be considered denied, and the claimant then
shall be permitted to proceed with an appeal as provided for in this
Section.
A claimant who has been completely or partially denied a benefit shall
be entitled to appeal this denial of his or her claim by filing a
written statement of his or her position with the Plan Administrator no
later than sixty (60) days after receipt of the written notification of
such denial. The Plan Administrator shall schedule an opportunity for a
full and fair review of the issue within thirty (30) days of receipt of
the appeal. The decision on review shall set forth specific reasons for
the decision, and shall cite specific references to the pertinent Plan
provisions on which the decision is based.
Following the review of any additional information submitted by the
claimant, either through the hearing process or otherwise, the Plan
Administrator shall render a decision on the review of the denied claim
in the following manner:
a. The Plan Administrator shall make its decision regarding the
merits of the denied claim within sixty (60) days following
receipt of the request for review (or within 120 days after
such receipt, in a case where there are special circumstances
requiring extension of time for reviewing the appealed claim).
The Plan Administrator shall deliver the decision to the
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claimant in writing. If an extension of time for reviewing the
appealed claim is required because of special circumstances,
written notice of the extension shall be furnished to the
claimant prior to the commencement of the extension. If the
decision on review is not furnished within the prescribed
time, the claim shall be deemed denied on review.
b. The decision on review shall set forth specific reasons for
the decision, and shall cite specific references to the
pertinent Plan provisions on which the decision is based.
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