Exhibit 10.1
THE FEDERAL HOME LOAN
BANK
OF ATLANTA
BENEFIT EQUALIZATION PLAN
(2009 REVISION)
Effective as of
January 1, 2009
TABLE OF CONTENTS
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Introduction
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1
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Article
1.
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Definitions
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1
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Article
II.
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Membership
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3
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Article
III.
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Amount and
Payment of Pension Benefits
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4
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Article
IV.
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Amount and
Payment of Savings Plan Benefits
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7
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Article
V.
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Source of
Payment
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11
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Article
VI.
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Designation of
Beneficiaries
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11
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Article
VII.
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Administration
of the Plan
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12
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Article
VIII.
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Amendment and
Termination
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13
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Article
IX.
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General
Provisions
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13
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FEDERAL HOME LOAN BANK OF
ATLANTA
BENEFIT EQUALIZATION
PLAN
(2008 REVISION)
Effective January 1, 2009, THE
FEDERAL HOME LOAN BANK OF ATLANTA (the “Bank”) hereby
amends and completely restates its Benefit Equalization Plan (the
“Plan”) as follows, primarily in order to add
provisions necessary to comply with Section 409A of the
Internal Revenue Code of 1986, as amended. As permitted under
guidance issued under Code Section 409A, the Plan does not
contain provisions retroactive to the effective date of
Section 409A (January 1, 2005), but the Plan has complied with
Section 409A and guidance thereunder since the effective date
of such legislation.
INTRODUCTION
The purpose of this Plan is to
provide benefits to certain employees of the Bank which would have
been payable under the Pentegra Defined Benefit Plan for Financial
Institutions (the “Retirement Fund”) and benefits
equivalent to the matching contributions and 401(k) contributions
which would have been available under the Federal Home Loan Bank of
Atlanta 401(k) Savings Plan (“Savings Plan”), but for
the limitations placed on benefits and matching contributions for
such employees by Sections 401(a)(17), 401(k)(3)(A)(ii), 401(m),
402(g), and 415 of the Internal Revenue Code of 1986, as amended
from time to time, or any successor body of law thereto. In
addition, under the Plan the Board may grant additional benefits to
Participants from time to time in order to attract and retain key
employees of the Bank.
This Plan is intended to constitute
a nonqualified unfunded deferred compensation arrangement for a
select group of management or highly compensated employees. All
benefits payable under this Plan shall be paid solely out of the
general assets of the Bank. No benefits under this Plan shall be
payable by the Retirement Fund or from its assets or by the Savings
Plan or from its assets.
Article 1.
Definitions
When used in the Plan, the following
terms shall have the following meanings:
1.01 “Account” means the account
established and maintained under Article IV to record the
contributions deemed to be made by the Member and the Bank, as well
as the change in value attributable to the deemed gains and losses
thereon, all as described hereafter. For a Member who participated
in the Plan prior to January 1, 2005, the Account includes
both a Grandfathered Account and a Section 409A
Account.
1.02 “Actuary” means the independent
consulting actuary retained by the Bank to assist the Committee in
its administration of the Plan.
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1.03 “Adoption Date” means
January 1, 2009.
1.04 “Bank” means the Federal Home Loan
Bank of Atlanta.
1.05 “Beneficiary” means the beneficiary
or beneficiaries designated in accordance with Article VI of the
Plan to receive the benefit, if any, payable upon the death of a
Member of the Plan.
1.06 “Board of Directors” means the Board
of Directors of the Bank.
1.07 “Code” means the Internal Revenue
Code of 1986, as amended from time to time, or any successor
thereto.
1.08 “Code Limitations” mean the cap on
compensation taken into account by a plan under Code
Section 401(a)(17), the limitations on 401(k) contributions
necessary to meet the average deferral percentage
(“ADP”) test under Code Section 401(k)(3)(A)(ii),
the limitations on employee and matching contributions necessary to
meet the average contribution percentage (“ACP”) test
under Code Section 401(m), the dollar limitations on elective
deferrals under Code Section 402(g), and the overall
limitations on contributions and benefits imposed on qualified
plans by Code Section 415, as such provisions may be amended
from time to time, and any similar successor provisions of federal
tax law.
1.09 “Committee” means the Governance and
Compensation Committee or any successor committee appointed by the
Board of Directors to administer the Plan.
1.10 “Deferral Agreement” means the
Agreement under which a Member elected to defer compensation under
the Plan in accordance with the provisions of Article
IV.
1.11 “Eligible Executive” means
(1) an officer of the Bank who holds the title of Senior Vice
President or higher, or (2) an officer of the Bank who was a
participant of the plan as of December 31, 2007, who has been
selected to be an Eligible Executive by the Committee, and who is
or potentially is affected by the cap on compensation set out in
Code Section 401(a)(17) during the current or next following
calendar year. For purposes of determining who is an Eligible
Executive, the dollar amount of the Code Section 401(a)(17)
cap on compensation shall at all times be deemed to be at least
$205,000, so that all Eligible Executives have or potentially have
compensation of at least $205,000 for the current or next following
calendar year.
1.12 “Grandfathered Account” means the
value of the Member’s Account on December 31, 2004,
together with earnings accruing to the Member’s Grandfathered
Account thereafter, and is exempt from Code
Section 409A.
1.13 “Grandfathered Benefit” shall mean
the portion of the Member’s pension benefit under Article
III, determined as if the Member terminated employment as of
December 31, 2004, but only if the Member was vested in such
benefit as of December 31, 2004. Such Grandfathered Benefit
shall remain exempt from Code Section 409A.
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1.14 “Member” means any person included
in the membership of the Plan as provided in Article II.
1.15 “Section 409A Account” shall mean
the value of the Member’s Account, minus the value of the
Member’s Grandfathered Account. The Section 409A Account
shall be subject to Code Section 409A and applicable guidance
thereunder.
1.16 “
Section 409A Benefit” means,
as applicable (i) the portion of the Member’s pension
benefit under Article III of the Plan, minus the Grandfathered
Benefit; or (ii) the Member’s entire pension benefit
under Article III if the Member was not vested in his or her
benefit as of December 31, 2004. The Section 409A Benefit
shall be subject to Code Section 409A and applicable guidance
thereunder.
1.17 “Termination of Employment” whether
or not capitalized herein, means separation from service under Code
Section 409A and applicable guidance thereunder.
Article II.
Membership
2.01 Each Eligible Executive of the Bank who is
included in the membership of the Retirement Fund shall become a
Member of the Plan on the date the Member first accrues a benefit
under Article III.
2.02 Each Eligible Executive of the Bank who is
included in the membership of the Savings Plan shall become a
Member of the Plan on the earliest date on which he is credited
with an elective contribution addition or makeup contribution
addition under Section 4.01, 4.03 or 4.09 of the
Plan.
2.03 If on the date that payment of a Member’s
benefit from the Retirement Fund commences, the Member is not
entitled under Section 3.01 below to receive a benefit under
the Plan, his membership in the Plan for purposes of benefits under
Article III shall terminate on such date.
2.04 A benefit shall be payable under the Plan to or
on account of a Member only upon the Member’s retirement,
death or other Termination of Employment with the Bank, except as
provided in Article IV.
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Article III. Amount and Payment
of Pension Benefits
3.01 The amount, if any, of the annual pension
benefit payable to or on account of a Member pursuant to the Plan
shall equal the excess of (i) over (ii), as determined by the
Committee, where:
(i) Is the annual pension benefit
determined as of a Member’s Termination of Employment on the
basis of the Regular Form of payment that would otherwise be
payable to or on account of the Member by the Retirement Fund if
its provisions were administered without regard to the Code
Limitations, and with the inclusion in the definition of
“Base Salary” (for the year deferred) of any amount
deferred by a Member under (A) the Deferred Compensation Plan
and (B) under Sections 4.01 and 4.02 of this Plan;
and
(ii) Is the annual pension benefit
determined as of a Member’s Termination of Employment on the
basis of the Regular Form of payment that is payable to or on
account of the Member by the Retirement Fund.
For purposes of this
Section 3.01, “annual pension benefit” includes
any “Active Service Death Benefit,” “Retirement
Adjustment Payment,” “Annual Increment” and
“Single Purchase Fixed Percentage Adjustment” which the
Bank elected to provide its employees under the Retirement Fund.
For purposes of this Section 3.01, “Base Salary”
is the basic annual salary rate as of each January 1st
including bonuses paid in the prior calendar year.
3.02 Unless the Member elects an optional form of
payment under the Plan pursuant to Section 3.03 below, the
annual pension benefit, if any payable to or on account of a Member
under Section 3.01 above, shall be converted by the Actuary
and shall be payable to or on account of the Member in the
“Regular Form” of payment, utilizing for that purpose
the same actuarial factors and assumptions then used by the
Retirement Fund to determine the actuarial equivalence. For
purposes of the Plan, the “Regular Form” of payment
means an actual pension benefit payable for the Member’s
lifetime and the death benefit described in Section 3.04
below.
3.03 (a) A Member may elect in writing pursuant
to paragraph (c) below to have the annual pension benefit, if
any, payable to or on account of a Member under Section 3.02
above converted by the Actuary to any optional form of payment then
permitted for such Member under the Retirement Fund; and for this
purpose it is noted that, depending on their date of hire, Members
may have different optional forms of payment available to them
under the Retirement Fund. The Actuary shall utilize for the
purpose of that conversion the same actuarial factors and
assumptions then used by the Retirement Fund to determine actuarial
equivalence.
(b) If a Member who had elected an
optional form of payment under this Section 3.03 dies after
the date his benefit payments under the Plan had commenced, the
only death benefit, if any, payable under the Plan in respect of
said Member shall be the amount, if any, payable under
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the optional form of payment which the Member
had elected under the Plan. If a Member who had elected an optional
form of payment under this Section 3.03 dies before the date
his benefit payments under the Plan commence, his election of an
optional form of benefit shall be inoperative.
(c) An election of any optional form
of payment under this Section 3.03 may be made only in writing
and filed by the Member with the Committee, and shall be subject to
the following additional rules:
(i) A Member shall be permitted to
make an initial election with respect to the form of payment under
this Article III no later than January 30 following the end of
the calendar year in which the Member first accrues a benefit under
Article III.
(ii) Any subsequent election (i.e.,
any election following the Member’s initial election under
paragraph (c)(i) above) must be made no later than twelve
(12) months preceding the Member’s Termination of
Employment; and
(iii) Any subsequent election (i.e.,
any election following the Member’s initial election under
paragraph (c)(i) above) with respect to the Member’s
Section 409A Benefit must defer the commencement of
distribution of the Section 409A Benefit for a period of at
least five (5) years from the date such payment would have
otherwise commenced, provided, however, that if the subsequent
election is a change in the form of payment between two life
annuities (as determined under Section 409A and applicable
guidance thereunder) that are actuarially equivalent applying
reasonable actuarial methods and assumptions, such election shall
not be subject to the five year delay rule under this clause
(iii).
3.04 Upon the death of a Member before the date his
benefit payments under the Plan commence or after the date his
benefit payments commence, if he had not elected an optional form
of payment under Section 3.03 above, a death benefit shall be
paid to the Member’s Beneficiary in a lump sum equal to the
excess, if any, of (i) over (ii), where:
(i) is an amount equal to 12 times
the annual pension benefit, if any, payable under Section 3.01
above, and
(ii) is the sum of the benefit
payments, if any, which the Member had received under the
Plan.
3.05 If a Member to whom an annual pension benefit is
payable under this Plan dies before the commencement of the payment
of his benefit, the death benefit payable under Section 3.04
shall be payable to the Member’s beneficiary as if the
payment of the Member’s benefit had commenced on the first
day of the month in which his death occurred.
3.06 If a Member is restored to employment with the
Bank, payment of any pension benefits under this Plan shall
continue as though the Member had not been re-employed, and the
Member may not cease the payment of pension benefits or change the
form of payment of such benefits. However, the Member, if eligible
to participate in the Plan upon his re-employment,
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shall accrue pension benefits under the terms of
this Article III as though the Member had not previously retired,
and upon the Member’s subsequent Termination of Employment,
his pension benefits under Article III of the Plan shall be reduced
by the equivalent actuarial value of the amount of any pension
benefit under Article III previously paid by the Plan to the
Member. For purposes of this Section 3.06, the equivalent
actuarial value of the pension benefits previously paid to the
Member shall be determined by the Actuary utilizing for that
purpose the same actuarial factors and assumptions then used by the
Retirement Fund to determine actuarial equivalence under the
Retirement Fund. In addition, with respect to pension benefits
under Article III of this Plan which accrue after the
Member’s re-employment, the Member may make initial and
subsequent elections regarding the form of payment, as provided
under the terms of this Article III.
3.07 If (i) a Member or beneficiary is eligible
to commence his or her pension benefit under this Article III or
has already commenced receiving such benefit, (ii) such Member
or beneficiary does not participate in any other non-qualified
deferred compensation plan that would be aggregated with this Plan
under Treasury Regulation Section 1.409A-1(c)(2) (i.e.,
another defined benefit-type deferred compensation plan), and
(iii) during a given calendar year the equivalent actuarial
value of the remaining pension benefit payable to such Member or
beneficiary under Article III of this Plan does not exceed the
applicable dollar amount under Code Section 402(g)(1)(B) for
such calendar year ($15,500 for calendar year 2008), then the
equivalent actuarial value of such remaining benefit shall be paid
in a single lump sum to such Member or beneficiary, as applicable,
on a date determined by the Committee in its discretion, but no
later than December 31 of the calendar year for which such
determination is made.
3.08 Except in cases where the Member properly elects
to receive his benefit in the form of a lump sum payment, all
annual pension benefits under the Plan shall be paid in monthly, or
annual installments, as elected by the Member. Benefits shall
commence on a date determined by the Committee in its sole
discretion, but no later than ninety (90) days after the
Member’s Termination of Employment with the Bank. If a Member
has properly elected to receive his benefit in the form of a lump
sum payment, such benefit shall be paid to the Member within ninety
(90) days following the later of (i) the date the Member
reaches age 50 or (ii) the date of the Member’s
Termination of Employment with the Bank.
3.09 The Board in its sole discretion may from time
to time grant to one or more Members or prospective Members under
this Plan additional benefits which the Board deems appropriate to
attract or retain such Member. Such benefits may include, but shall
not be limited to, treating a newly employed Member as though the
Member’s service with a prior employer constituted service
with the Bank. In crediting such additional benefits, the Board may
attach vesting or other conditions as it deems
appropriate