FANNIE MAE
ELECTIVE DEFERRED COMPENSATION PLAN II
Pursuant to
Section 7.2 of the Fannie Mae Elective Deferred Compensation
Plan II (the “Plan”), as authorized by the Conservator
of Fannie Mae (the Federal Housing Finance Agency), the Benefit
Plans Committee, and in accordance with the authority delegated to
the Vice President & Deputy General Counsel for Tax &
Benefits to approve amendments to benefit plans to the extent
necessary to comply with Internal Revenue Code Section 409A,
the Plan is hereby amended as follows, effective as of
October 27, 2008 except as otherwise provided
herein:
1. Section 1.1
is hereby amended and restated in its entirety to read as
follows:
“1.1
Establishment . Reference is made to the Federal National
Mortgage Association Elective Deferred Compensation Plan (the
“EDC I”), which, on November 15, 2004, was divided
into two plans: the legacy EDC I and this Fannie Mae Elective
Deferred Compensation Plan II (the “Plan”). The EDC I
was frozen as to new deferrals (other than, for the avoidance of
doubt, notional earnings on prior deferrals) as of
December 31, 2004 and thereafter governs only amounts deferred
prior to December 31, 2004 and not materially modified after
October 3, 2004, plus notional earnings thereon
(“grandfathered benefits”). A Participant’s
grandfathered benefits under the EDC I are intended to be
grandfathered for purposes of Section 409A and therefore
exempt from Section 409A. Effective October 27, 2008, the
EDC I was amended to provide that any grandfathered benefits that
had not yet been paid as of October 27, 2008 and that, for the
avoidance of doubt, were not scheduled to be paid prior to
January 1, 2009 (“degrandfathered benefits”) shall
no longer be governed by the EDC I and that the rights and
obligations of the Company, such Participants and their
beneficiaries with respect to such degrandfathered benefits shall
be determined under the Plan consistent with the requirements of
Section 409A of the Code. The amendment of the EDC I on
October 27, 2008 was intended to constitute a “material
modification” of the degrandfathered benefits for purposes of
Section 1.409A-6(a)(4) of the Treasury Regulations. For
purposes of Section 1.409A-2(b)(2) of the Treasury
Regulations, a Participant’s entitlement to have his or her
degrandfathered benefits paid in a series of installments shall be
treated as an entitlement to a series of separate
payments.
The Plan is
intended to comply with the requirements of Section 409A,
including the transition relief provisions thereunder, and shall be
construed consistent with that intent. Deferrals made after
December 31, 2004 shall
|
