exv10w2






Exhibit 10.2




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.



ARTICLE II

Definitions 




     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



-2-









 




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.



-3-









 





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



-4-









 




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 4.2(b) shall be permitted
for such Plan Year.




     (c) A Participant’s deferral elections for a Plan Year shall be cancelled as to future
deferrals if the Participant makes an in-service withdrawal under Section 7.3 below or receives a
hardship distribution under the Retirement Savings Plan pursuant to Treas. Regs. §1.401(k)-1(d)(3).
A Participant may also cancel his or her deferral elections as to future deferrals upon becoming
Disabled, provided such cancellation is made by the later of (i) the end of the calendar year in
which the Participant becomes Disabled and (ii) the fifteenth (15th) day of the third month
following the date on which the Participant becomes Disabled. If a Participant’s deferral
elections are cancelled pursuant to this Section 4.2(c), any later deferral election by the
Participant will be subject to the timing requirements of Section 4.2(a).



     4.3. Matching Credits. For each Plan Year, a Matching Credit shall be added to the
Account of each Participant equal to the amount of the Elective Credits, if any, credited to such
Participant’s account for such Plan Year. Matching Credits shall be added to the Participant’s
Account at such times as the Administrator may determine.



     4.4. Nondiscretionary Credits. For each Plan Year, a Nondiscretionary Credit shall be
added to the Account of each Participant other than a Participant who participated in the Fannie
Mae Executive Pension Plan on November 20, 2007. The amount of the Participant’s Nondiscretionary
Credit shall be equal to 2% 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.



ARTICLE V

Vesting




     5.1. Elective Credits and Matching Credits. The portion of a Participant’s Account
attributable to Elective Credits and Matching Credits shall be fully vested at all times.



     5.2. Nondiscretionary Credits. The portion of a Participant’s Account attributable to
Nondiscretionary Credits shall be fully vested on the Participant’s completion of three Years of
Service or, if earlier, on the Participant’s Disability, death, or attainment of age 65, or on a
complete termination of the Plan.



     5.3. Effect of Vesting. No person shall have any interest in any portion of a
Participant’s Account until such portion has become vested. The fact that an Account or any
portion thereof is vested shall not give any person a right to receive the value of such Account
except in accordance with the terms of the Plan.



-5-









 





ARTICLE VI

Participant’s Accounts 




     6.1. Accounts. The Company shall establish bookkeeping accounts to record the Credits
made under the Plan. Each Account shall be increased and decreased in accordance with the
following provisions:



     (a) A Participant shall designate a Deemed Investment Portfolio and shall allocate amounts
credited to his or her Account among the hypothetical investment options offered for inclusion in a
Deemed Investment Portfolio. A Participant may change such allocation at any time by notice to the
Investment Administrator, in accordance with such procedures as may be established by the
Investment Administrator. If the Participant fails to designate a Deemed Investment Portfolio,
Participant’s deferral shall be allocated among the hypothetical investment options in accordance
with the Participant’s most recent Deemed Investment Portfolio designation. If the Participant has
not previously made a Deemed Investment Portfolio designation, the Participant’s deferral shall be
allocated to the age appropriate Fidelity Freedom Fund (or the successor fund designated by the
Benefit Plans Committee or its designee), and the deferral shall remain allocated to such Portfolio
until such time as the Participant changes the allocation.



     (b) The Participant’s Account shall be adjusted periodically for notional gain or loss with
respect to the Deemed Investment Portfolio, determined by reference to the total actual return, net
of applicable fees and expenses, on the investment options in the Deemed Investment Portfolio for
the period in question. A Participant’s Account (reduced in accordance with Section 6.1(c)) shall
continue to be adjusted in accordance with this Section 6.1(b) during (i) any installment payment
period which may have been elected by the Participant, and (ii) the period following the
Participant’s death but prior to the payment of the balance of the Participant’s Account pursuant
to Section 7.4.



     (c) The Participant’s Account shall be reduced by any payments made to the Participant, his or
her beneficiary, estate or representative. Each payment shall be made from the Participant’s
Account on a pro rata basis from among the hypothetical investments designated for such Account by
the Participant.



     6.2. Funding Prohibitions. All payments to be made under the Plan shall be paid from
the general funds of the Company. All entries in a Participant’s Account shall be bookkeeping
entries only and shall not represent a special reserve or otherwise constitute a funding of the
Company’s unsecured promise to pay any amounts hereunder. Participants and their beneficiaries
shall have no right, title or interest in or to any investments which the Company may make to aid
it in meeting its obligations under the Plan. All such assets shall be the property solely of the
Company and shall be subject to the claims of the Company’s unsecured general creditors. To the
extent a Participant or any other person acquires a right to receive payments from the Company
under the Plan, such right shall be no greater than the right of any unsecured general creditor of
the Company and such person shall have only the unsecured promise of the Company that such payments
shall be made.



-6-









 





ARTICLE VII

Payment 




     7.1. Time of Payment. Amounts credited to the Participant’s vested Account shall be
paid or commence to be paid on the January 15 or July 15 next following the Participant’s
Separation from Service; provided, however, that if a Participant is a Specified Employee, payment
of the Participant’s account by reason of a Separation from Service shall be made (or commence) on
the January 15 or July 15 coinciding with or next following the date that is six months from the
date of such Separation from Service or, if earlier, the date of the Participant’s death in
accordance with Section 7.4.



     7.2. Form of Payment. When a Participant enters into a Deferred Compensation
Agreement, he or she shall elect to have his or her vested Account paid out either (i) in a single
lump sum or (ii) in a single lump sum if the Participant has not reached retirement age at the time
of Separation from Service, and otherwise in annual installments over a period of years selected by
the Participant, not to exceed fifteen (15) years. For the purpose of this Section 7.2, a
Participant reaches retirement age upon attainment of age sixty-five (65) or, if earlier, upon the
later of attainment of age fifty-five (55) and completion of five (5) Years of Service. Annual
installments will be calculated by dividing the balance of the Account at the end of the prior year
by the number of installments remaining to be paid. If a Participant makes no election at the time
of entering into a Deferred Compensation Agreement with regard to the form in which his or her
Account is to be paid, the Participant shall be deemed to have elected payment in a single lump
sum.



     7.3. In-Service Withdrawals. Notwithstanding any other provision of the Plan to the
contrary, a Participant or beneficiary may be permitted to withdraw, but only to the extent
permitted by Section 409A, a part or all of the vested portion of the Participant’s Account,
provided, however, that such distribution shall be made only if the Administrator, in its sole
discretion, determines that an acceleration of payments is necessary in order for a federal officer
or employee in the executive branch to comply with an ethics agreement with the federal government.
The entire vested balance in the Participant’s Account may be withdrawn pursuant to this
subsection. The Administrator shall have the right to require the Participant or beneficiary to
submit such documentation as it deems appropriate for the purpose of determining the existence of
the circumstances described in this subsection.



     7.4. Payment on Death. Notwithstanding any provision of the Plan to the contrary, in
the event of the death of any Participant, the balance in each of the Participant’s Account shall
be paid to the Participant’s beneficiary in a single lump sum payment within thirty (30) days after
the date of such death. In the event no designated or alternate beneficiary can receive such
payment for any reason, payment will be made to the Participant’s surviving spouse, if any, or if
the Participant has no surviving spouse, then to the following beneficiaries if then living in the
following order of priority: (i) to the Participant’s children (including adopted children and
stepchildren) in equal shares, (ii) to the Participant’s parents in equal shares, (iii) to the
Participant’s brothers and sisters in equal shares, and (iv) to the Participant’s estate. A
Participant may change any beneficiary designation at any time by notice in writing delivered to
the Administrator or his or her delegate. The interest of any beneficiary who dies before the
Participant will terminate unless otherwise specified by the Participant.



-7-









 





     7.5. Payment on Disability. If the Participant is determined to be Disabled, the
Participant’s Account shall be distributed to the Participant in a single lump sum by the later of
(i) the end of the calendar year in which the Participant becomes Disabled and (ii) the fifteenth
(15th) day of the third month following the date on which the Participant becomes Disabled,
provided the Participant has remained Disabled through such date.



     7.6. Certain Tax Matters. Payments hereunder shall be reduced by required tax
withholdings. To the extent any deferral or Credit under the Plan results in current “wages” for
FICA purposes, the Company may reduce other pay of the Participant to satisfy withholding
requirements related thereto; but if there is no other pay (or if the Company fails to withhold
from such other pay to satisfy its FICA withholding obligations), the Participant’s Account shall
be appropriately reduced by the amount of the required withholding.



     7.7. Distribution of Taxable Amounts. Notwithstanding anything in this Article VII to
the contrary, if any portion of an Account is determined by the Administrator to be includible by
reason of Section 409A in a Participant’s (or other person’s) taxable income, such portion shall be
paid to such Participant or other person.



     7.8. Distribution of Small Accounts. If, at the time a Participant’s vested Account
is scheduled to be paid or commence to be paid under Section 7.1, the amount credited to such
Account (together with any other amounts payable to a Participant pursuant to another “account
balance plan,” as defined in Treas. Regs. §1.409A-1(c)(2)(i)(A), with which the Plan is required to
be aggregated under Treas. Regs. §1.409A-1(c)(2)) is less than the dollar amount in effect under
Code section 402(g)(1)(B), the Participant’s vested Account shall be distributed in a single lump
sum as soon as administratively practicable, but in no event later than ninety (90) days after the
date the Account would otherwise have been distributed (or would otherwise have commenced to be
distributed) under Section 7.1.



ARTICLE VIII

Administration 




     8.1. Administration. The Plan shall be administered by the Administrator. The
Administrator shall have all powers necessary to carry out the provisions of the Plan, including,
without reservation, the power to delegate administrative matters to other persons and to interpret
the Plan in a manner consistent with its express provisions.



     8.2. Outside services. The Administrator may engage counsel and such clerical,
financial, investment, accounting, and other specialized services as the Administrator may deem
necessary or appropriate in the administration of the Plan. The Administrator shall be entitled to
rely upon any opinions, reports, or other advice furnished by counsel or other specialists engaged
for that purpose and, in so relying, shall be fully protected in any action, determination, or
omission made in good faith.



     8.3. Indemnification. To the maximum extent permitted by law, the Administrator and
the members of the Benefit Plans Committee shall not be personally liable by reason of any contract
or other instrument executed in connection with the Plan by such person or on his or her



-8-









 




behalf in
his or her capacity as Administrator or a member of the Benefit Plans Committee, nor for any
mistake of judgment made in good faith, and the Company shall indemnify and hold harmless, directly
from its own assets (including the proceeds of any insurance policy the premiums of which are paid
from the Company’s assets), such Administrator, the members of the Benefit Plans Committee, and
each other officer, employee, or director of the Company to whom any duty or power relating to the
administration or interpretation of the Plan may be delegated or allocated, against any cost or
expense (including counsel fees) or liability (including any sum paid in settlement of a claim with
the approval of the Company) arising out of any act or omission to act in connection with the Plan
unless arising out of such person’s own fraud or bad faith.




     8.4. Claims procedure. The Administrator shall adopt procedures for the filing and
review of claims in accordance with Section 503 of ERISA.



ARTICLE IX

Miscellaneous




     9.1. Termination of Plan. The Company may at any time by action of the Board
terminate this Plan. Upon termination of the Plan, no further deferrals will be permitted. Each
Participant’s Account will be maintained, credited and paid pursuant to the provisions of this Plan
and the Participant’s elections. Notwithstanding the foregoing, the Company may provide for the
immediate distribution of all Accounts upon termination of the Plan as a whole or with respect to
any Participant or group of Participants, but only to the extent permitted by Section 409A.



     9.2. Amendment. The Company may at any time amend this Plan in any respect, (i) in
the case of amendments which have a material effect on the cost to the Company of maintaining the
Plan, by action of the Board or, (ii) with respect to any other amendments, by action of the
Administrator after consultation with the Company’s Legal Department; provided, however, that no
such amendment shall materially or adversely affect the rights of any Participant under the Plan as
of the date of such amendment, except as the Company’s Legal Department determines to be necessary
or appropriate to comply with the requirements of Section 409A.



     9.3. No Alienation of Benefits. To the extent permitted by law, Participants and
beneficiaries shall not have the right to alienate, anticipate, commute, sell, assign, transfer,
pledge, encumber otherwise convey the right to receive any payments under this Plan, and any
payments under this Plan or rights thereto shall not be subject to the debts, liabilities,
contracts, engagements or torts of Participants or beneficiaries nor to attachment, garnishment or
execution, nor shall they be transferable by operation of law in the event of bankruptcy or
insolvency. Any attempt, whether voluntary or involuntary, to effect any such action shall be
null, void, and of no effect.



     9.4. No Rights to Continued Employment. Nothing contained herein shall be construed
as conferring upon an Executive the right to continue in the employ of the Company as an Executive
or in any other capacity.



-9-









 






     9.5. Headings. The headings of paragraphs are included solely for convenience of
reference and shall not control the meaning or interpretation of any of the provisions of the Plan.



     9.6. Applicable Law. The Plan shall be construed and administered under the laws of
the District of Columbia without regard to the choice of law provisions thereof.




     9.7.
Section 409A Transition Relief. The Company
may, by action of the Administrator, authorize changes to
time and form of payment elections but only to the extent
consistent with the transition rules, and during the
transition relief period, provided under Section 409A and
guidance issued thereunder by the Internal Revenue Service.




-10-