,,ii  #aafth ,,congress  #b;d ,session  
,s4 #ccda  ,,in ,,the ,,senate ,,of     
,,the ,,united ,,states  ,february #bg1 
#bjbj,mr4 ,van ,hollen 7for ,mr4        
,sanders 7for himself and ,mr4 ,van     
,hollen77 introduced the following bill2
 which was read twice and referred to   
the ,committee on ,finance  ,a ,,bill   
,to amend the ,internal ,revenue ,code  
of #aihf to restrict the tax benefits of
 executive deferred compensation and    
increase disclosure1 and for other      
purposes4  #a4 ,short title ,this ,act  
may be cited as the ,,ceo and ,worker   
,pension ,fairness ,act4  #b4           
,nonqualified deferred compensation  7a7
 ,in general ,section #dji;,a of the    
,internal ,revenue ,code of #aihf is    
amended to read as follows3  #dji;,a4   
,nonqualified deferred compensation  7a7
 ,in general ,except as otherwise       
provided in subsection 7c71 any         
compensation which is deferred under a  
nonqualified deferred compensation plan 
shall be includible in the gross income 

of the person who performed the services
 to which such compensation relates in  
the calendar year when there is no      
substantial risk of forfeiture of the   
rights of such person to such           
compensation4  7b7 ,definitions ,for    
purposes of this section-- 7#a7         
,substantial risk of forfeiture ,the    
rights of a person to compensation shall
 be treated as subject to a substantial 
risk of forfeiture only if such person's
 rights to such compensation are        
conditioned upon the future performance 
of substantial services by any person4  
,such rights shall not be treated as    
subject to a substantial risk of        
forfeiture solely by reason of a        
covenant not to compete or the          
occurrence of a condition related to a  
purpose of the compensation other than  
the future performance of services4     
7#b7 ,nonqualified deferred compensation
 plan ,the term nonqualified deferred   
compensation plan means any plan which  
provides for the deferral of            

compensation1 other than-- 7,a7 a       
qualified employer plan1  7,b7 any bona 
fide vacation leave1 sick leave1        
compensatory time1 disability pay1 or   
death benefit plan1 and  7,c7 any other 
plan or arrangement designated by the   
,secretary consistent with the purposes 
of this section4  7#c7 ,qualified       
employer plan ,the term qualified       
employer plan means any plan1 contract1 
pension1 account1 or trust described in 
section #djh7p77#b77;,d77ii7 or a simple
 retirement account 7within the meaning 
of section #djh7p774  7#d7 ,plan        
includes arrangements1 etc ,the term    
plan includes any agreement or          
arrangement1 including an agreement or  
arrangement which includes only #a      
person4  7#e7 ,exception ,compensation  
shall not be treated as deferred if the 
service provider receives payment of    
such compensation not later than #b     
months after the end of the taxable year
 of the service recipient during which  
the right to the payment of such        

compensation is no longer subject to a  
substantial risk of forfeiture4  7#f7   
,treatment of earnings ,references to   
deferred compensation shall be treated  
as including references to income       
7whether actual or notional7            
attributable to such compensation or    
such income4  7#g7 ,treatment of        
qualified stock ,an arrangement under   
which an employee may receive qualified 
stock 7as defined in section            
#hc7;i77#b77 shall not be treated as a  
nonqualified deferred compensation plan 
with respect to such employee solely    
because of such employee's election1 or 
ability to make an election1 to defer   
recognition of income under section     
#hc7;i74  7#h7 ,aggregation rules       
,except as provided by the ,secretary1  
rules similar to the rules of           
subsections 7b7 and 7c7 of section #dad 
shall apply4  7c7 ,treatment of         
equity-,based compensation  7#a7 ,in    
general ,except as provided in paragraph
 7#g71 subsection 7a7 shall not apply to

 any equity-based compensation1 and such
 equity-based compensation shall be     
includible in income as provided in     
paragraphs 7#b7 through 7#f74  7#b7     
,plan failures  7,a7 ,gross income      
inclusion  7i7 ,in general ,if at any   
time during a taxable year a            
nonqualified deferred compensation      
plan-- 7,i7 fails to meet the           
requirements of paragraphs 7#c71 7#d71  
and 7#e71 or  7,,ii7 is not operated in 
accordance with such requirements1  all 
equity-based compensation deferred under
 the plan for the taxable year and all  
preceding taxable years shall be        
includible in gross income for the      
taxable year to the extent not subject  
to a substantial risk of forfeiture and 
not previously included in gross income4
  7ii7 ,application only to affected    
participants ,clause 7i7 shall only     
apply with respect to all compensation  
deferred under the plan for participants
 with respect to whom the failure       
relates4  7,b7 ,interest and additional 

tax payable with respect to previously  
deferred equity-based compensation  7i7 
,in general ,if equity-based            
compensation is required to be included 
in gross income under subparagraph 7,a7 
for a taxable year1 the tax imposed by  
this chapter for the taxable year shall 
be increased by the sum of-- 7,i7 the   
amount of interest determined under     
clause 7ii71 and  7,,ii7 an amount equal
 to #bj percent of the equity-based     
compensation which is required to be    
included in gross income4  7ii7         
,interest ,for purposes of clause 7i71  
the interest determined under this      
clause for any taxable year is the      
amount of interest at the underpayment  
rate plus #a percentage point on the    
underpayments that would have occurred  
had the deferred equity-based           
compensation been includible in gross   
income for the taxable year in which    
first deferred or1 if later1 the first  
taxable year in which such compensation 
is not subject to a substantial risk of 

forfeiture4  7#c7 ,distributions  7,a7  
,in general ,the requirements of this   
paragraph are met if the plan provides  
that equity-based compensation deferred 
under the plan may not be distributed   
earlier than-- 7i7 separation from      
service as determined by the ,secretary 
7except as provided in subparagraph     
7,b77i771  7ii7 the date the participant
 becomes disabled 7within the meaning of
 subparagraph 7,c771  7iii7 death1  7iv7
 a specified time 7or pursuant to a     
fixed schedule7 specified under the plan
 at the date of the deferral of such    
compensation1  7v7 to the extent        
provided by the ,secretary1 a change in 
the ownership or effective control of   
the corporation1 or in the ownership of 
a substantial portion of the assets of  
the corporation1 or  7vi7 the occurrence
 of an unforeseeable emergency4  7,b7   
,special rules  7i7 ,specified employees
 ,in the case of any specified employee1
 the requirement of subparagraph 7,a77i7
 is met only if distributions may not be

 made before the date which is #f months
 after the date of separation from      
service 7or1 if earlier1 the date of    
death of the employee74 ,for purposes of
 the preceding sentence1 a specified    
employee is a key employee 7as defined  
in section #daf7;i7 without regard to   
paragraph 7#e7 thereof7 of a corporation
 any stock in which is publicly traded  
on an established securities market or  
otherwise4  7ii7 ,unforeseeable         
emergency ,for purposes of subparagraph 
7,a77vi7-- 7,i7 ,in general ,the term   
unforeseeable emergency means a severe  
financial hardship to the participant   
resulting from an illness or accident of
 the participant1 the participant's     
spouse1 or a dependent 7as defined in   
section #aeb7;a77 of the participant1   
loss of the participant's property due  
to casualty1 or other similar           
extraordinary and unforeseeable         
circumstances arising as a result of    
events beyond the control of the        
participant4  7,,ii7 ,limitation on     

distributions ,the requirement of       
subparagraph 7,a77vi7 is met only if1 as
 determined under regulations of the    
,secretary1 the amounts distributed with
 respect to an emergency do not exceed  
the amounts necessary to satisfy such   
emergency plus amounts necessary to pay 
taxes reasonably anticipated as a result
 of the distribution1 after taking into 
account the extent to which such        
hardship is or may be relieved through  
reimbursement or compensation by        
insurance or otherwise or by liquidation
 of the participant's assets 7to the    
extent the liquidation of such assets   
would not itself cause severe financial 
hardship74  7,c7 ,disabled ,for purposes
 of subparagraph 7,a77ii71 a participant
 shall be considered disabled if the    
participant-- 7i7 is unable to engage in
 any substantial gainful activity by    
reason of any medically determinable    
physical or mental impairment which can 
be expected to result in death or can be
 expected to last for a continuous      

period of not less than #ab months1 or  
7ii7 is1 by reason of any medically     
determinable physical or mental         
impairment which can be expected to     
result in death or can be expected to   
last for a continuous period of not less
 than #ab months1 receiving income      
replacement benefits for a period of not
 less than #c months under an accident  
and health plan covering employees of   
the participant's employer4  7#d7       
,acceleration of benefits  7,a7 ,in     
general ,the requirements of this       
paragraph are met if the plan does not  
permit the acceleration of the time or  
schedule of any payment of equity-based 
compensation under the plan1 except as  
provided in regulations by the          
,secretary4  7,b7 ,exception ,a plan    
shall not be treated as failing to meet 
the requirement of subparagraph 7,a7    
solely because the plan terms permit the
 removal of participants who are or     
become ineligible to participate in the 
plan1 and to distribute the benefits of 

such participants to another qualified  
retirement plan 7as defined in section  
#digd7;c77 of the participants1 if such 
removal is necessary to maintain the    
plan's exemption from the provisions of 
the ,employee ,retirement ,income       
,security ,act of #aigd4  7#e7          
,elections  7,a7 ,in general ,the       
requirements of this paragraph are met  
if the requirements of subparagraphs    
7,b7 and 7,c7 are met4  7,b7 ,initial   
deferral decision  7i7 ,in general ,the 
requirements of this subparagraph are   
met if the plan provides that           
equity-based compensation for services  
performed during a taxable year may be  
deferred at the participant's election  
only if the election to defer such      
compensation is made not later than the 
close of the preceding taxable year or  
at such other time as provided in       
regulations4  7ii7 ,first year of       
eligibility ,in the case of the first   
year in which a participant becomes     
eligible to participate in the plan1    

such election may be made with respect  
to services to be performed subsequent  
to the election within #cj days after   
the date the participant becomes        
eligible to participate in such plan4   
7iii7 ,performance-based compensation   
,in the case of any equity-based        
compensation which is performance-based 
and is based on services performed over 
a period of at least #ab months1 such   
election may be made no later than #f   
months before the end of the period4    
7,c7 ,changes in time and form of       
distribution ,the requirements of this  
subparagraph are met if1 in the case of 
a plan which permits under a subsequent 
election a delay in a payment or a      
change in the form of payment of        
equity-based compensation-- 7i7 the plan
 requires that such election may not    
take effect until at least #ab months   
after the date on which the election is 
made1  7ii7 in the case of an election  
related to a payment not described in   
clause 7ii71 7iii71 or 7vi7 of paragraph

 7#b77;,a71 the plan requires that the  
payment with respect to which such      
election is made be deferred for a      
period of not less than #e years from   
the date such payment would otherwise   
have been made1 and  7iii7 the plan     
requires that any election related to a 
payment described in paragraph          
7#b77;,a77iv7 may not be made less than 
#ab months prior to the date of the     
first scheduled payment under such      
paragraph4  7#f7 ,rules relating to     
funding ,for purposes of this           
subsection-- 7,a7 ,offshore property in 
a trust ,in the case of assets set aside
 7directly or indirectly7 in a trust 7or
 other arrangement determined by the    
,secretary7 for purposes of paying      
deferred equity-based compensation under
 a nonqualified deferred compensation   
plan1 for purposes of section #hc such  
assets shall be treated as property     
transferred in connection with the      
performance of services whether or not  
such assets are available to satisfy    

claims of general creditors-- 7i7 at the
 time set aside if such assets 7or such 
trust or other arrangement7 are located 
outside of the ,united ,states1 or  7ii7
 at the time transferred if such assets 
7or such trust or other arrangement7 are
 subsequently transferred outside of the
 ,united ,states4  ,this subparagraph   
shall not apply to assets located in a  
foreign jurisdiction if substantially   
all of the services to which the        
nonqualified deferred equity-based      
compensation relates are performed in   
such jurisdiction4  7,b7 ,employer's    
financial health ,in the case of        
equity-based compensation deferred under
 a nonqualified deferred compensation   
plan1 there is a transfer of property   
within the meaning of section #hc with  
respect to such compensation as of the  
earlier of-- 7i7 the date on which the  
plan first provides that assets will    
become restricted to the provision of   
benefits under the plan in connection   
with a change in the employer's         

financial health1 or  7ii7 the date on  
which assets are so restricted1  whether
 or not such assets are available to    
satisfy claims of general creditors4    
7,c7 ,treatment of employer's defined   
benefit plan during restricted period   
7i7 ,in general ,if-- 7,i7 during any   
restricted period with respect to a     
single-employer defined benefit plan1   
assets are set aside or reserved        
7directly or indirectly7 in a trust 7or 
other arrangement as determined by the  
,secretary7 or transferred to such a    
trust or other arrangement for purposes 
of paying deferred equity-based         
compensation of an applicable covered   
employee under a nonqualified deferred  
compensation plan of the plan sponsor or
 member of a controlled group which     
includes the plan sponsor1 or  7,,ii7 a 
nonqualified deferred compensation plan 
of the plan sponsor or member of a      
controlled group which includes the plan
 sponsor provides that assets will      
become restricted to the provision of   

benefits under the plan to an applicable
 covered employee in connection with    
such restricted period 7or other similar
 financial measure determined by the    
,secretary7 with respect to the defined 
benefit plan1 or assets are so          
restricted1  such assets shall1 for     
purposes of section #hc1 be treated as  
property transferred in connection with 
the performance of services whether or  
not such assets are available to satisfy
 claims of general creditors4 ,subclause
 7,i7 shall not apply with respect to   
any assets which are so set aside before
 the restricted period with respect to  
the defined benefit plan4  7ii7         
,restricted period ,for purposes of this
 subsection1 the term restricted period 
means1 with respect to any plan         
described in clause 7i7-- 7,i7 any      
period during which the plan is in      
at-risk status 7as defined in section   
#dcj7;i771  7,,ii7 any period the plan  
sponsor is a debtor in a case under     
title #aa1 ,united ,states ,code1 or    

similar ,federal or ,state law1 and     
7,,iii7 the #ab-month period beginning  
on the date which is #f months before   
the termination date of the plan if1 as 
of the termination date1 the plan is not
 sufficient for benefit liabilities     
7within the meaning of section #djda of 
the ,employee ,retirement ,income       
,security ,act of #aigd74  7iii7        
,special rule for payment of taxes on   
deferred equity-based compensation      
included in income ,if an employer      
provides directly or indirectly for the 
payment of any ,federal1 ,state1 or     
local income taxes with respect to any  
equity-based compensation required to be
 included in gross income by reason of  
this subparagraph-- 7,i7 interest shall 
be imposed under paragraph              
7#a77;,b77i77,i7 on the amount of such  
payment in the same manner as if such   
payment was part of the deferred        
equity-based compensation to which it   
relates1  7,,ii7 such payment shall be  
taken into account in determining the   

amount of the additional tax under      
paragraph 7#a77;,b77i77,,ii7 in the same
 manner as if such payment was part of  
the deferred equity-based compensation  
to which it relates1 and  7,,iii7 no    
deduction shall be allowed under this   
title with respect to such payment4     
7iv7 ,other definitions ,for purposes of
 this subsection-- 7,i7 ,applicable     
covered employee ,the term applicable   
covered employee means any covered      
employee of a plan sponsor or a member  
of a controlled group which includes the
 plan sponsor1 and any former employee  
who was a covered employee at the time  
of termination of employment with the   
plan sponsor or a member of a controlled
 group which includes the plan sponsor4 
7,,ii7 ,covered employee ,the term      
covered employee means an individual    
described in section #afb7m77#c7 or an  
individual subject to the requirements  
of section #af7;a7 of the ,securities   
,exchange ,act of #aicd4  7v7 ,internal 
,revenue ,service internal guidance ,the

 ,secretary shall develop instructions  
and training materials for employees of 
the ,internal ,revenue ,service to      
assist such employees in obtaining and  
evaluating information and determining  
whether there exists a restricted period
 with respect to a company with a       
single-employer defined benefit plan1   
and whether such a company has1 during a
 restricted period1 set aside assets for
 the purpose of paying deferred         
compensation under a nonqualified       
deferred compensation plan4  7,d7       
,income inclusion for offshore trusts   
and employer's financial health ,for    
each taxable year that assets treated as
 transferred under this paragraph remain
 set aside in a trust or other          
arrangement subject to subparagraph     
7,a71 7,b71 or 7,c71 any increase in    
value in1 or earnings with respect to1  
such assets shall be treated as an      
additional transfer of property under   
this paragraph 7to the extent not       
previously included in income74  7,e7   

,interest on tax liability payable with 
respect to transferred property  7i7 ,in
 general ,if amounts are required to be 
included in gross income by reason of   
subparagraph 7,a71 7,b71 or 7,c7 for a  
taxable year1 the tax imposed by this   
chapter for such taxable year shall be  
increased by the sum of-- 7,i7 the      
amount of interest determined under     
clause 7ii71 and  7,,ii7 an amount equal
 to #bj percent of the amounts required 
to be included in gross income4  7ii7   
,interest ,for purposes of clause 7i71  
the interest determined under this      
clause for any taxable year is the      
amount of interest at the underpayment  
rate plus #a percentage point on the    
underpayments that would have occurred  
had the amounts so required to be       
included in gross income by subparagraph
 7,a71 7,b71 or 7,c7 been includible in 
gross income for the taxable year in    
which first deferred or1 if later1 the  
first taxable year in which such amounts
 are not subject to a substantial risk  

of forfeiture4  7#g7 ,exception for     
highly compensated recipients ,in the   
case of any highly compensated employee 
7as defined in section #dad7q771 or any 
person who would be such a highly       
compensated employee if such person were
 an employee of the service recipient   
7determined as of the date of the grant 
of the equity-based compensation7-- 7,a7
 paragraphs 7#a7 through 7#f7 shall not 
apply1 and  7,b7 equity-based           
compensation shall be treated under     
subsection 7a7 in the same manner as    
other compensation which is deferred    
under a nonqualified deferred           
compensation plan4  7#h7 ,equity-based  
compensation ,the term equity-based     
compensation means-- 7,a7 a right to    
compensation based on the value of1 or  
appreciation in value of1 a specified   
number of equity units of the service   
recipient1 whether paid in cash or      
equity1 or  7,b7 stock appreciation     
rights or stock options4  ,such term    
shall not include a transfer of property

 described in section #hc 7other than   
stock options7 or compensation provided 
under that portion of any plan which    
consists of a trust to which section    
#djb7;b7 applies4  7d7 ,no inference on 
earlier income inclusion or requirement 
of later inclusion ,nothing in this     
section shall be construed to prevent   
the inclusion of amounts in gross income
 under any other provision of this      
chapter or any other rule of law earlier
 than the time provided in this section4
 ,any amount included in gross income   
under this section shall not be treated 
as required to be included in gross     
income under any other provision of this
 chapter or any other rule of law later 
than the time provided in this section4 
7e7 ,regulations ,the ,secretary shall  
prescribe such regulations as may be    
necessary or appropriate to carry out   
the purposes of this section1 including 
regulations-- 7#a7 providing for the    
determination of amounts of deferral in 
the case of a nonqualified deferred     

compensation plan which is a defined    
benefit plan1  7#b7 relating to changes 
in the ownership and control of a       
corporation or assets of a corporation  
for purposes of subsection              
7c77#b77;,a77v71  7#c7 exempting        
arrangements from the application of    
subsection 7c77#e7 if such arrangements 
will not result in an improper deferral 
of ,united ,states tax and will not     
result in assets being effectively      
beyond the reach of creditors1  7#d7    
defining financial health for purposes  
of subsection 7c77#e77;,b71 and  7#e7   
disregarding a substantial risk of      
forfeiture in cases where necessary to  
carry out the purposes of this section4 
4  7b7 ,withholding of tax on           
nonresident aliens ,section             
#adda7;c77#d7 of the ,internal ,revenue 
,code of #aihf is amended by inserting  
7other than under a nonqualified        
deferred compensation plan 7within the  
meaning of section #dji;,a7b77#b77 after
 compensation for personal services4    

7c7 ,termination of certain other       
nonqualified deferred compensation rules
  7#a7 #deg7;b7 plans of tax exempt     
organizations ,section #deg of the      
,internal ,revenue ,code of #aihf is    
amended by adding at the end the        
following new subsection3  7h7          
,termination of certain plans  7#a7     
,tax-exempt organization plans ,this    
section shall not apply to amounts      
deferred which are attributable to      
services performed after ,december #ca1 
#bjbj1 under a plan maintained by an    
employer described in subsection        
7e77#a77;,b74  7#b7 ,ineligible deferred
 compensation plans ,subsection 7f7     
shall not apply to amounts deferred     
which are attributable to services      
performed after ,december #ca1 #bjbj4  4
  7#b7 ,nonqualified deferred           
compensation from certain tax           
indifferent parties  7,a7 ,in general   
,subpart ,b of part ,,ii of subchapter  
,e of chapter #a of such ,code is       
amended by striking section #deg;,a 7and

 by striking the item relating to such  
section in the table of sections for    
such subpart74  7,b7 ,conforming        
amendment ,section #bf7;b77#b7 of such  
,code is amended by striking            
subparagraph 7,x74  7d7 ,effective date 
7#a7 ,in general ,except as otherwise   
provided in this subsection1 the        
amendments made by this section shall   
apply to amounts which are attributable 
to services performed after ,december   
#ca1 #bjbj4  7#b7 ,accelerated payments 
,no later than #abj days after the date 
of the enactment of this ,act1 the      
,secretary of the ,treasury shall issue 
guidance providing a limited period of  
time during which a nonqualified        
deferred compensation arrangement       
attributable to services performed on or
 before ,december #ca1 #bjbj1 may1      
without violating the requirements of   
section #dji;,a of the ,internal        
,revenue ,code of #aihf1 be amended to  
conform the date of distribution to the 
date the amounts are required to be     

included in income4  7#c7 ,certain      
back-to-back arrangements ,if the       
taxpayer is also a service recipient and
 maintains one or more nonqualified     
deferred compensation arrangements for  
its service providers under which any   
amount is attributable to services      
performed on or before ,december #ca1   
#bjbj1 the guidance issued under        
paragraph 7#b7 shall permit such        
arrangements to be amended to conform   
the dates of distribution under such    
arrangement to the date amounts are     
required to be included in the income of
 such taxpayer under this subsection4   
7#d7 ,accelerated payment not treated as
 material modification ,any amendment to
 a nonqualified deferred compensation   
arrangement made pursuant to paragraph  
7#b7 or 7#c7 shall not be treated as a  
material modification of the arrangement
 for purposes of section #dji;,a of the 
,internal ,revenue ,code of #aihf4  7#e7
 ,application to existing deferrals ,in 
the case of any amount deferred to which

 this section does not otherwise apply  
solely by reason of the fact that the   
amount is attributable to services      
performed before ,january #a1 #bjba1 to 
the extent such amount is not includible
 in gross income in a taxable year      
beginning before #bjbi1 such amounts    
shall be includible in gross income in  
the later of-- 7,a7 the last taxable    
year beginning before #bjbi2 or  7,b7   
the taxable year in which there is no   
substantial risk of forfeiture of the   
rights to such compensation4  7e7       
,transfer of amounts collected  7#a7 ,in
 general ,the ,secretary of the         
,treasury shall transfer annually an    
amount equal to the increase in revenue 
attributable to the enactment of        
subsections 7a71 7b71 and 7c7 of this   
section to the first and the second     
,pension ,benefit ,guaranty funds       
described in section #djje7;a7 of the   
,employee ,retirement ,income ,security 
,act of #aigd 7#bi ,u4,s4,c4 #acje7;a771
 and such amount shall be allocated--   

7,a7 to the fund used with respect to   
basic benefits guaranteed under section 
#djbb;,a of such ,act 7#bi ,u4,s4,c4    
#acbb;a71 until such time that the      
,pension ,benefit ,guaranty             
,corporation's annual projections report
 indicates that such fund and the fund  
used with respect to basic benefits     
guaranteed under section #djbb of such  
,act 7#bi ,u4,s4,c4 #acbb7 have         
substantially similar future financial  
conditions and substantially similar    
risks of insolvency2 and  7,b7          
thereafter1 to each of the funds        
described in subparagraph 7,a7 in equal 
amounts1 subject to paragraph 7#b74     
7#b7 ,adjustments to allocations ,if1   
after amounts transferred under         
paragraph 7#a7 have been allocated in   
accordance with paragraph 7#a77;,b71 the
 ,director of the ,pension ,benefit     
,guaranty ,corporation 7referred to in  
this section as the ,director7          
determines that the future financial    
conditions or risks of insolvency of the

 funds used with respect to basic       
benefits guaranteed under each of       
sections #djbb;,a and #djbb of the      
,employee ,retirement ,income ,security 
,act of #aigd are no longer             
substantially similar as described in   
paragraph 7#a77;,a71 the ,director1 in  
consultation with the board of directors
 of the ,pension ,benefit ,guaranty     
,corporation1 shall determine an        
appropriate allocation of such amounts  
between such funds4  #c4 ,department of 
,labor oversight of top hat plans  7a7  
,guidance ,not later than ,december #ca1
 #bjbj1 the ,secretary of ,labor shall  
issue guidance defining the term select 
group of management or highly           
compensated employees for purposes of   
the ,employee ,retirement ,income       
,security ,act of #aigd 7#bi ,u4,s4,c4  
#ajja et seq474 ,such guidance shall    
address the participation rate and plan 
language with respect to 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 employees1 and the          
compensation and description of job     
duties of employees eligible to         
participate in such plans4  7b7         
,regulations ,not later than ,december  
#ca1 #bjbj1 the ,secretary of ,labor    
shall issue final regulations requiring 
the sponsors of plans that are unfunded 
and maintained by employers primarily   
for the purpose of providing deferred   
compensation for a select group of      
management or highly compensated        
employees to align eligibility          
requirements for participation in such  
plans with the guidance issued under    
subsection 7a74  7c7 ,disclosure        
requirement ,part #a of title ,i of the 
,employee ,retirement ,income ,security 
,act of #aigd 7#bi ,u4,s4,c4 #ajba et   
seq47 is amended by adding at the end   
the following3  #aab4 ,plans for a      
select group of management or highly    
compensated employees ,beginning        

,january #a1 #bjba1 the plan sponsor of 
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 shall report to the ,secretary
 annually on1 with respect to the       
previous plan year-- 7#a7 the job title 
and salary of each employee             
participating in the plan2  7#b7 the    
percentage of the employer's workforce  
that is eligible to participate in such 
plan2  7#c7 the percentage of employees 
who actually participated in the plan2  
7#d7 a comparison of the annual         
compensation of employees eligible to   
participate in such plan with the annual
 compensation of employees not eligible 
to participate in the plan2 and  7#e7   
any other information1 as the ,secretary
 determines appropriate4  4  7d7        
,treasury regulations and guidance ,the 
,secretary of the ,treasury1 in         
consultation with the ,secretary of     

,labor1 shall issue such regulations or 
guidance as are necessary-- 7#a7 to     
assist plans in taking appropriate      
corrective actions when employees that  
are not part of a select group of       
management or highly compensated        
employees 7as defined in the guidance   
issued pursuant to section #c7;a77 are  
found to be participating in such plans2
 and  7#b7 to clarify the treatment of  
the consequences for purposes of the    
,internal ,revenue ,code of #aihf of the
 ,secretary of ,labor's guidance on plan
 corrective actions so that employees   
who are not part of the select group    
described in paragraph 7#a7 are not     
adversely affected1 including guidance  
on actions which plan sponsors should   
take with respect to participants in    
such plans who have already made the    
maximum permissible contributions under 
qualified plans4  #d4 ,disclosure of    
nonqualified deferred compensation on   
,form ,w-#b ,not later than #f months   
after the date of the enactment of this 

,act and effective for taxable year     
#bjbj1 the ,secretary of the ,treasury  
7or the ,secretary's delegate7 shall--  
7#a7 revise the ,form ,w-#b to require  
reporting of amounts deferred under a   
nonqualified deferred compensation plan 
in box #ab2 and  7#b7 amend the         
regulations under sections              
#fjea7;a77#ac7 and #fjda7;g7 of the     
,internal ,revenue ,code of #aihf to    
make the reporting of such deferrals    
under such sections mandatory4  ,for    
purposes of the preceding sentence1 the 
term nonqualified deferred compensation 
plan has the meaning given such term in 
section #dji;,a7b77#b7 of the ,internal 
,revenue ,code of #aihf4