Exhibit 10.10





Exhibit 10.10




THE FEDERAL HOME LOAN BANK




OF NEW YORK




NONQUALIFIED DEFERRED COMPENSATION PLAN



 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE	 	PAGE	 
	 
	 	 	 	 
	I DEFINITIONS 
	 	 	2	 
	 
	 	 	 	 
	II MEMBERSHIP 
	 	 	4	 
	 
	 	 	 	 
	III ELECTION TO DEFER PAYMENT OF
COMPENSATION AND PAYMENT OF
DEFERRED COMPENSATION 
	 	 	5	 
	 
	 	 	 	 
	IV SOURCE AND METHOD OF PAYMENT 
	 	 	7	 
	 
	 	 	 	 
	V DESIGNATION OF BENEFICIARIES 
	 	 	8	 
	 
	 	 	 	 
	VI ADMINISTRATION OF PLAN 
	 	 	9	 
	 
	 	 	 	 
	VII AMENDMENT AND TERMINATION 
	 	 	11	 
	 
	 	 	 	 
	VIII GENERAL PROVISIONS 
	 	 	12	 





 


 









 





THE FEDERAL HOME LOAN BANK OF NEW YORK

NONQUALIFIED DEFERRED COMPENSATION PLAN




This Plan is adopted by the Federal Home Loan Bank of New York (the “Bank”) in order to
provide benefits to directors and certain management or highly compensated employees of the Bank
through the ability to defer the receipt of compensation from the Bank. This Plan is unfunded, and
all benefits payable under the Plan shall be paid solely out of the general assets of the Bank.


 


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Article I. Definitions





When used in the Plan, the following terms shall have the following meanings:



1.01 “Bank” means the Federal Home Loan Bank of New York and each subsidiary or
affiliated company thereof which participate in the Plan.




1.02 “Board of Directors” or “Board” means the Board of Directors of the Bank.



1.03 “Business Day” means and refers to a day on which commercial banks are open for
business in the State of New York.



1.04 “Compensation” means and includes any salary or other compensation payable by the
Bank to a Member other than Nonqualified Deferred Compensation.



1.05 “Compensation Deferral Account” means and refers to the account maintained for
each Member pursuant to Section 3.02.



1.06 “Compensation Deferral Election Date” means the last Business Day in the calendar
year 2008 and any calendar year thereafter during which the Plan is in effect.




1.07 “Effective Date” means January 1, 2009.



1.08 “Director” means and includes any person who has been elected or appointed and is
serving on the Board of Directors as a Director of the Bank.



1.09 “IRC” means the Internal Revenue Code of 1986, as amended from time to time, or
any successor thereto.



1.10 “Member” means any person included in the membership of the Plan as provided in
Article 2.



 


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1.11 “Nonqualified Deferred Compensation” shall have the same meaning as it has in IRC
Section 409A and the Regulations promulgated thereunder.



1.12 “Officer” means and includes any employee of the Bank elected or appointed by the
Board of Directors to hold an office of the rank of Assistant Vice President or above and is
serving in such office.



1.13 “Plan” means the Federal Home Loan Bank of New York Nonqualified Deferred
Compensation Plan, as set forth herein and as amended from time to time.



1.14 “Plan Administrator” means the Director of Human Resources of the Bank.



1.15 “Separation from Service” has the meaning set forth in Section 1.409A-1(h) of the
Regulations promulgated under IRC Section 409A.


 


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Article II. Membership




2.01 Each Director of the Bank shall be eligible to become a Member of the Plan on the later
of (i) the date on which he shall have been elected or appointed as a Director of the Bank and (ii)
the Effective Date.



2.02 Each employee of the Bank who is an Officer of the Bank shall be eligible to become a
Member of the Plan on the later of (i) the date on which he shall have been elected or appointed by
the Board of Directors as an Officer of the Bank and (ii) the Effective Date.



2.03 The membership of any Director or Officer shall terminate on the later of (i) the date on
which he shall cease to be serving as a Director or Officer of the Bank and (ii) the termination of
the Plan. The termination of membership in the Plan shall not, by itself, affect the rights of the
Member by reason of any election made by the Member as provided in Section 3.01 prior to the
termination of membership of such Member.


 


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Article III. Election to Defer Payment of Compensation and



Payment of Deferred Compensation




3.01 On or before the Compensation Deferral Election Date in the calendar year next preceding
the calendar year 2009 and each calendar year thereafter, each Member of the Plan shall be entitled
to elect to defer the payment by the Bank and receipt by such Member of Compensation which
otherwise would be payable to such Member for services performed by such Member for the Bank during
the calendar year next following the calendar year in which such Compensation Deferral Election
Date occurs to such date or dates and in such form of payment as such Member shall designate and
elect on a form provided by the Plan Administrator. Such election shall be deemed to have been
timely made and shall be effective when such election form shall have been signed by the Member
and shall have been received by the Plan Administrator or such person as shall be designated by the
Plan Administrator for such purpose, provided such receipt shall occur on or before the close of
business of the Bank on the last Business Day of the calendar year next preceding the calendar year
in which such services are to be performed by the Member and to which such election relates.



3.02 Compensation deferred by a Member of the Plan for any calendar year pursuant to a timely
election made as provided in Section 3.01 shall be credited on the books and records of the Bank to
a Compensation Deferral Account for such Member as soon as practicable following the date on which
such Compensation would have been paid to such Member but for the election made by such Member
pursuant to Section 3.01 to defer the payment and receipt of such Compensation. If such Member
shall have elected, with respect to one or more calendar years for which the payment and receipt of
Compensation is deferred, a date or dates or form of payment different from the date or dates or
form of payment elected by the Member with respect to Compensation deferred with respect to other
calendar years, separate subaccounts of the Compensation Deferral Account shall be maintained for
such Member with respect to Compensation deferred from calendar years for which different dates or
forms of payment have been elected by such Member.


 


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3.03 The balance credited to the Compensation Deferral Account of a Member shall be paid to
such Member at such date or dates or in such form as the Member shall have made a timely election
in writing pursuant to Section 3.01; provided, that no part of such balance credited to the
Compensation Deferral Account of a Member shall be payable earlier than the earliest of (i) the
Member’s Separation from Service with the Bank, (ii) the date of the Member’s death, or (iii) the
date the Member becomes disabled within the meaning of IRC Section 409A(a)(2)(c), and that the time
or schedule of payments of the balance credited to the Compensation Deferral Account of a Member
shall not be accelerated, except as provided in Regulations promulgated pursuant to IRC Section
409A, nor shall any payment of benefits under the Plan be deferred to a date other than the date
fixed for such payment in such timely election; provided, that a Member may, by a subsequent
election, as defined in Section 1.409A-2(b)(1) of the Regulations promulgated pursuant to IRC
Section 409A, delay the time or change the form of a payment of all or any part of the balance
credited to the Member’s thrift benefit account if, and only if, such subsequent election meets all
of the following requirements: (i) such election shall not be made less than twelve (12) months
prior to the date of the first scheduled payment of the balance credited to the Member’s thrift
benefit account; (ii) such election shall not take effect until at least twelve (12) months after
the date on which the election is made; (iii) the payment with respect to which such election is
made shall be deferred for a period of not less than five (5) years from the date such payment
would otherwise have been made; and (iv) such election shall comply with any and all other
requirements of such Regulations applicable thereto.



3.04 The balance credited to the Compensation Deferral Account of each Member from time to
time (and each subaccount, if any, thereof) shall be determined by the Plan Administrator by taking
into account interest, gains, and losses realized or incurred by such Compensation Deferral Account
(or subaccount thereof) to the date of determination and payment thereof based upon the investment
of such balance in such investments as such Member shall designate, from time to time, in such
manner as the
Plan Administrator shall direct, from among investment alternatives provided by the Plan
Administrator.


 


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Article IV. Source and Method of Payment




All payments of benefits under the Plan shall be paid from, and shall only be a general claim
upon, the general assets of the Bank, notwithstanding that the Bank, in its discretion, may
establish a bookkeeping reserve or a grantor trust (as such term is used in IRC Sections 611
through 677) to reflect or to aid it in meeting its obligations under the Plan with respect to any
Member or the beneficiary of a Member. No Member shall have any right, title, or interest whatever
in or to any investments which the Bank may make or any specific assets which the Bank may reserve
to aid it in meeting its obligations under the Plan.


 


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Article V. Designation of Beneficiaries




5.01 Each Member of the Plan may file with the Plan Administrator a written designation of one
or more persons as the beneficiary or beneficiaries of such Member who shall be entitled to receive
the amount, if any, payable under the Plan to such Member following his death. A Member may, from
time to time, without the consent of any prior beneficiary, revoke or change the beneficiary
designation made by such Member by filing a new designation of beneficiary with the Plan
Administrator. The last such written designation received by the Plan Administrator shall be
controlling; provided, however, that no designation, or change or revocation thereof, shall be
effective unless received by the Plan Administrator prior to the Member’s death, and in no event
shall it be effective as of a date prior to such receipt.



5.02 If no such beneficiary designation is in effect at the time of the Member’s death, or if
no designated beneficiary survives the Member, or if, in the opinion of the Plan Administrator,
such designation conflicts with applicable law, the Member’s estate shall be deemed to have been
designated as his beneficiary and shall be paid the amount, if any, payable under the Plan upon the
Member’s death. If the Plan Administrator is in doubt as to the right of any person to receive
such amount, the Committee may retain such amount, without liability for any interest thereon,
until the rights thereto are determined, or the Plan Administrator may pay such amount into any
court of appropriate jurisdiction and such payment shall be a complete discharge of the liability
of the Plan and the Bank therefor.


 


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Article VI. Administration of Plan




6.01 The Board of Directors has delegated to the Plan Administrator, subject to those powers,
if any, which the Board has reserved to itself, general authority over and responsibility for the
administration and interpretation of the Plan. The Plan Administrator shall have full power and
authority to interpret and construe the Plan, to make all determinations considered necessary or
advisable for the administration of the Plan and any trust referred to in Article V of the Plan and
the calculation of the amount of Deferred Compensation and interest payable under the Plan, and to
review claims for benefits under the Plan. The interpretations and constructions of the Plan by
the Plan Administrator and his decisions or actions thereunder shall be binding and conclusive on
all persons for all purposes, except to the extent of the powers, if any, which the Board has
reserved to itself.



6.02 If the Plan Administrator deems it advisable, it shall arrange for the engagement of
legal counsel and certified public accountants (who may be counsel to or accountants for the Bank)
and other consultants, and make use of agents and clerical or other personnel, for purposes of the
Plan. The Plan Administrator may rely upon the written opinions of such counsel, accountants, and
consultants, and upon any information supplied by the Retirement Plan for purposes of Article III
of the Plan, and delegate to any agent or to any subcommittee or Plan Administrator member its
authority to perform any act hereunder, including, without limitation, those matters involving the
exercise of discretion; provided, however, that such delegation shall be subject to revocation at
any time at the discretion of the Plan Administrator. The Plan Administrator shall report to the
Board, or to a committee designated by the Board, at such intervals as shall be specified by the
Board or such designated committee, with regard to the matters for which he is responsible under
the Plan.



 


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6.03 All claims for payments under the Plan shall be submitted in writing to the Plan
Administrator. Written notice of the decision on each such claim shall be furnished with
reasonable promptness to the Member or the Member’s beneficiary (the “claimant”). The claimant may
request a review by the Plan Administrator of any decision denying the claim in whole or in part. Such request shall be made in writing and filed
with the Plan Administrator within thirty (30) days following such denial. A request for review
shall contain all additional information which the claimant wishes the Plan Administrator to
consider. The Plan Administrator may hold any hearing or conduct any independent investigation
which he deems desirable to render its decision, and the decision on review shall be made as soon
as practicable after the Plan Administrator’s receipt of the request for review. Written notice of
the decision shall be furnished to the claimant. For all purposes under the Plan, such decisions
on claims (where no review is requested) and decisions on review (where review is requested) shall
be final, binding, and conclusive on all interested persons as to all matters relating to the Plan.



6.04 All expenses incurred by the Plan Administrator in its administration of the Plan shall
be paid by the Bank.


 


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Article VII. Amendment and Termination




The Board of Directors may amend, suspend, or terminate the Plan, in whole or in part, without
the consent of the Plan Administrator or any Member, beneficiary, or other person, except that no
amendment, suspension, or termination shall retroactively impair or otherwise adversely affect the
rights of any Member, beneficiary, or other person under the Plan which shall have accrued prior to
the date of such action, as determined by the Plan Administrator in his sole discretion. The Plan
Administrator may adopt any amendment or take any other action which the Plan Administrator may
deem necessary or appropriate to facilitate the administration, management, and interpretation of
the Plan or to conform the Plan thereto, provided any such amendment or action does not have a
material effect on the then-currently estimated cost to the Bank of maintaining the Plan.


 


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Article VIII. General Provisions




8.01 The Plan shall be binding upon and inure to the benefit of the Bank, and its successors
and assigns, and the Members, and their successors, assigns, designees, and estates. The Plan
shall also be binding upon and inure to the benefit of any successor organization succeeding to
substantially all of the assets and business of the Bank, but nothing in the Plan shall preclude
the Bank from merging or consolidating into or with, or transferring all or substantially all of
its assets to, another organization which assumes the Plan and all obligations of the Bank
hereunder. The Bank agrees that it will make appropriate provision for the preservation of
Members’ rights under the Plan in any agreement or plan which it may enter into effect any merger,
reorganization or transfer of assets and assumption of Plan obligations of the Bank, that the term
“Bank” shall refer to such other organization, and that the Plan shall continue in full force and
effect until terminated pursuant to Article VII.



8.02 Neither the Plan nor any action taken thereunder shall be construed as giving to any
Member the right to be retained in the employ of the Bank or as affecting the right of the Bank to
dismiss any Member from its employ.



8.03 The Bank shall withhold or cause to be withheld from all amounts payable under the Plan
any and all federal, state, local, and other taxes required by applicable law to be withheld with
respect to such payments.



8.04 No right or interest of a Member under the Plan may be assigned, sold, encumbered,
transferred, or otherwise disposed of, and any attempted disposition of such right or interest
shall be null and void.



8.05 If the Plan Administrator shall find that any person to whom any amount is or was payable
under the Plan is unable to care for his affairs because of illness or accident, or is a minor, or
has died, then any payment, or any part thereof, due to such person or his estate (unless a prior
claim therefor has been made by a duly appointed legal representative), may, if the Plan
Administrator is so inclined, be paid to such person’s spouse, child, or other relative, an
institution maintaining or having custody of such person, or any other person deemed by the Plan
Administrator to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be in
complete discharge of the liability of the Plan and the Bank therefor.




 


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8.06 To the extent that any person acquires a right to receive payments from the Bank under
the Plan, such right shall be no greater than the right of an unsecured general creditor of the
Bank.



8.07 All elections, designations, requests, notices, instructions, and other communications
from a Member, beneficiary, or other person to the Plan Administrator required or permitted under
the Plan shall be in such form as is prescribed from time to time by the Plan Administrator and
shall be mailed by first-class mail (except in the case of elections made pursuant to Section 3.01)
or delivered to such location as shall be specified by the Plan Administrator and shall be deemed
to have been given and delivered only upon actual receipt thereof at such location.



8.08 The Plan Administrator shall not be personally liable by reason of any instrument
executed by him or on his behalf, or action taken by him, in his capacity as Plan Administrator,
nor for any mistake of judgment made in good faith. The Bank shall indemnify and hold harmless
each Plan Administrator and each employee, officer, or director of the Bank to whom any duty,
power, function, or action in respect of the Plan may be delegated or assigned, or from whom any
information is requested for Plan purposes, against any cost or expense (including fees of legal
counsel) and liability (including any sum paid in settlement of a claim or legal action with the
approval of the Bank) arising out of anything done or omitted to be done in connection with the
Plan, unless arising out of such person’s fraud or bad faith.



8.09 As used in the Plan, the masculine gender shall be deemed to refer to the feminine, and
the singular person shall be deemed to refer to the plural, wherever appropriate.



8.10 The captions preceding the sections of the Plan have been inserted solely as a matter of
convenience and shall not in any manner define or limit the scope or intent of any provisions of
the Plan.



8.11 The Plan shall be construed according to the laws of the State of New York in effect from
time to time.




 


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