FANNIE MAE
SUPPLEMENTAL RETIREMENT SAVINGS PLAN
as amended through April 29, 2008
ARTICLE I
Establishment and Purpose
Fannie Mae hereby
establishes the Fannie Mae Supplemental Retirement Savings Plan,
effective July 1, 2008. The purpose of the Plan is to attract
and retain individuals of outstanding competence as employees of
the Company by permitting such individuals to elect to defer a
portion of their compensation from the Company and by providing
benefits to supplement benefits provided under the Federal National
Mortgage Association Retirement Savings Plan for Employees. The
Plan is intended to be “a plan which is unfunded and is
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees” within the meaning of
Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA,
and shall be interpreted and administered consistent with that
intent. The Plan is intended to be operated in accordance with the
requirements applicable to a “nonqualified deferred
compensation plan” under Code section 409A and the
regulations thereunder and shall be interpreted and administered
consistent with that intent.
When used herein
the following terms shall have the following meanings:
2.1.
“Account” means a bookkeeping account described in
Section 6.1.
2.2.
“Administrator” means the most senior officer in the
Human Resources department or his or her designee.
2.3.
“Board” means the Board of Directors of the
Company.
2.4.
“Code” means the Internal Revenue Code of 1986, as from
time to time amended and in effect.
2.5.
“Company” means Federal National Mortgage Association
or Fannie Mae.
2.6.
“Compensation” for any period shall have the meaning
given to the term “Earnings” under applicable
provisions of the Retirement Savings Plan, as in effect from time
to time, but shall be determined for all purposes of the Plan
without regard to the IRS Limit; provided, however, that
“Compensation” for a Plan Year shall include AIP
bonuses, non-management group annual bonuses, and variable
compensation (VCP) earned in, rather than received or paid in,
the Plan Year. For the avoidance of doubt,
“Compensation” for the Plan Year ending on
December 31, 2008 shall include amounts described in the
preceding sentence
earned for
services performed in 2008, regardless of whether the related
services were performed before or after the Effective
Date.
2.7.
“Credit” means an Elective Credit, a Matching Credit,
or a Nondiscretionary Credit.
2.8.
“Deferred Compensation Agreement” means an agreement
relating to the deferral of Compensation pursuant to
Section 4.1.
2.9. “Deemed
Investment Portfolio” means a hypothetical portfolio chosen
by the Participant from among such investment options as the
Benefit Plans Committee, or its designee, may designate as
available under the Plan.
2.10.
“Disabled” and “Disability” mean, for any
Participant, that the Participant, as determined in the sole
discretion of the Administrator:
(a) is unable to
engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months,
or
(b) is, by reason
of any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering
employees of the Company.
2.11.
“Effective Date” means July 1, 2008.
2.12.
“Elective Credit” means an amount credited under
Section 4.1.
2.13.
“ERISA” means the Employee Retirement Income Security
Act of 1974, as from time to time amended and in effect.
2.14.
“Executive” means any officer or other highly
compensated employee of the Company whose regular base salary and
expected bonus (or bonuses) is at least equal to the minimum
qualifying salary and expected bonus established each year by the
highest ranking officer in the Human Resources department or his or
her designee.
2.15.
“Grandfathered Executive” means an Executive who
satisfies the requirements for being treated as a
“Grandfathered Participant” under the Retirement
Plan.
2.16.
“Investment Administrator” means the investment advisor
with responsibility for administering the Deemed Investment
Portfolio.
2.17. “IRS
Limit” for any Plan Year means the dollar limit in effect for
such Plan Year under Code section 401(a)(17). For the avoidance of
doubt, the IRS Limit with respect to
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Compensation
paid after the end of a Plan Year in respect of services provided
during the Plan Year shall be the dollar limit in effect for the
Plan Year in which such Compensation is earned.
2.18.
“Matching Credit” means an amount credited under
Section 4.3.
2.19.
“Nondiscretionary Credit” means an amount credited
under Section 4.4.
2.20.
“Participant” means any Executive who participates in
the Plan.
2.21. “Plan
Year” means the calendar year.
2.22.
“Plan” means the Fannie Mae Supplemental Retirement
Savings Plan as set forth herein.
2.23.
“Retirement Plan” means the Federal National Mortgage
Association Retirement Plan for Employees Not Covered Under Civil
Service Retirement Law.
2.24.
“Retirement Savings Plan” means the Federal National
Mortgage Association Retirement Savings Plan for
Employees.
2.25.
“Section 409A” means Code section 409A and the
regulations issued by the Department of the Treasury
thereunder.
2.26.
“Separation from Service” means a “separation
from service” (as that term is defined at Treas. Regs.
§1.409A-1(h)) from the Company and its affiliates, where
“affiliate” means any corporation, partnership or other
entity that would be treated as a single employer with the Company
under Code section 414(b) or (c). The Administrator may, but need
not, elect in writing, subject to the applicable limitations under
Section 409A, any of the special elective rules prescribed in
Treas. Regs. §1.409A-1(h) for purposes of determining whether
a “separation from service” has occurred. Any such
written election shall be deemed part of the Plan.
2.27.
“Specified Employee” means an individual who is
determined by the Administrator to be or to have been, as of the
relevant time, a “specified employee” (as that term is
defined at Treas. Regs. §1.409A-1(i)) of the Company. The
Administrator may, but need not, elect in writing, subject to the
applicable limitations under Section 409A, any of the special
elective rules prescribed in Treas. Regs. §1.409A-1(i) for
purposes of determining “specified employee” status.
Any such written election shall be deemed part of the
Plan.
2.28. “Year
of Service” means a “Year of Service” as defined
in the Retirement Savings Plan.
To the extent
permitted by the Administrator, the terms “written,”
“in writing,” and terms of similar import shall include
communications by electronic media.
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ARTICLE III
Eligibility and Participation
3.1.
Eligibility . Subject to Section 3.2, each Executive
who is not a Grandfathered Executive shall be eligible to
participate in the Plan.
3.2.
Termination of Participation . The Administrator may
terminate an individual’s participation in the Plan at any
time. If an individual’s participation in the Plan
terminates, the individual’s Account shall continue to be
adjusted for notional gain or loss in accordance with
Section 6.1 until it is distributed.
3.3. Effect on
Elections . No termination of eligibility or participation
shall result in a cessation or refund of deferrals for which the
deferral election has already been made, except in a manner that is
consistent with compliance with the requirements of
Section 409A.
ARTICLE IV
Elective Deferrals and Employer Credits
4.1. Deferred
Compensation; Elective Credits . Subject to such limitations as
the Administrator may prescribe, a Participant may elect to defer
for any Plan Year 6% (between 0% and 6% in 1% increments for
deferral elections made prior to January 1, 2008 for
Compensation earned in the 2008 Plan Year) of the lesser of
(a) the amount of the Participant’s Compensation for
such Plan Year or (b) two times the amount of the
Participant’s base salary for such Plan Year, in either case
as reduced by the IRS Limit, by entering into a Deferred
Compensation Agreement, which shall contain such terms and such
provisions as to payment as the Administrator shall prescribe. No
amount shall be deferred out of Compensation for a Plan Year until
Compensation for such Plan Year exceeds the IRS Limit and no amount
that would otherwise be paid prior to the Effective Date shall be
eligible for deferral. Elective Credits equal to the amounts
deferred shall be credited to the Participant’s Account as
soon as practicable after the deferral is withheld from pay. A
Participant’s deferral election shall not apply to bonuses
that are paid after the Participant Separates from
Service.
4.2. Timing of
Deferral Elections .
(a) Subject
to Sections 4.2(b) and (c) below, the applicable deadline
for a deferral election is such deadline as the Administrator or
his or her delegate shall establish, which deadline shall in no
event be later than the December 31 preceding the Plan Year in
which the services to which the Compensation relates are to be
performed.
(b) A
Participant who first becomes an Executive during a Plan Year by
reason of commencing employment with the Company after the
beginning of a Plan Year (i.e., a new hire) may defer Compensation
for such Plan Year in accordance with Section 4.1 above by
executing, within thirty (30) days following the date that he
or she becomes an Executive, an irrevocable deferral election (on a
form prescribed by the Administrator or his or her delegate) with
respect to Compensation for services performed after the election.
An individual who already participates or is eligible to
participate in any other nonqualified deferred compensation plan
that
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would be
required to be aggregated with the Plan under Treas. Regs.
§1.409A-1(c)(2) shall not be treated as eligible to make a
mid-year election under this Section 4.2(b) with respect to
the Plan, even if he or she has not previously been eligible to
participate in the Plan. Notwithstanding the foregoing, the
Administrator may, in its sole discretion, determine prior to the
beginning of a Plan Year that no mid-year election that would
otherwise be permitted under this Section&nbs
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