Unassociated Document


     

    
       Exhibit
10.2 

    

     

    
      MFA
MORTGAGE INESTMENTS, INC.

      SENIOR
OFFICERS DEFERRED BONUS PLAN

      AS
AMENDED AND RESTATED AS OF DECEMBER 10, 2008

      


       

      1.          
  Purpose

       

      The
Corporation has adopted this Plan to assist its Senior Officers with their
individual tax and financial planning and to permit the Corporation to remain
competitive in attracting, retaining and motivating key
employees.  The Plan permits eligible employees to defer the receipt
of annual cash bonuses which they may be entitled to receive from the
Corporation.  This Plan is intended to be an unfunded arrangement
maintained by the Corporation which is designed align the interests of
Participants more closely with the interests of the other stockholders of the
Corporation.

       

      2.           
 Effective
Date

       

      (a)           This
Plan shall become effective on the Effective Date.

       

      3.           
 Definitions

       

      In this
Plan, the following definitions shall apply:

       

      "Account" - the account
maintained by the Corporation for Deferred Stock Units credited in accordance
with Section 6 of the Plan.

       

      "Administrator" - the person,
persons or entity appointed from time to time by the Board of Directors of the
Corporation to manage and administer the Plan.

       

      "Bonus Compensation" - the
annual cash payable to a Senior Officer through discretionary bonus awards
granted, as determined by the Compensation Committee of the Board of Directors
of the Corporation.

       

      "Code" - the Internal Revenue
Code of 1986, as amended, and the regulations promulgated
thereunder.

       

      "Common Stock" - the
Corporation’s common stock, $0.01 par value per share.

       

      "Corporation" - MFA Mortgage
Investments, Inc., a Maryland corporation, and its successors.

       

      "Deferral Period" - the
five-year period, if so elected, during which Bonus Compensation for a
particular year is to be deferred.  At the conclusion of the Deferral
Period, such deferred Bonus Compensation will be paid out in a lump sum or, if
so elected, in a specified number of annual installments not to exceed five
years.  If the deferred Bonus Compensation is paid out in annual
installments, such installment payments shall be treated as a series of separate
payments for purposes of Section 409A of the Code.  Except as
otherwise provided in Section 8(a) of the Plan, payment(s) will commence, or be
made in a lump sum, no earlier than January 15 of the year first following the
five-year anniversary of the applicable election date.  For example,
if during 2002 a Participant elects the Deferral Period (i.e., 5 years) for
Compensation deferred in 2003, the payment(s) shall be made/commence on or about
January 15, 2008.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      "Deferred Stock Unit" - a
credit to a Participant's Account under Section 6(b) that represents the right
to receive a cash payment equal to the Fair Market Value of one Share on
settlement of the Account.

       

      "Effective Date" - December 19,
2002, the date the Plan was adopted.

       

      "Fair Market Value" - for any
date, the average of the high and low sales prices for Shares of the
Corporation’s Common Stock, par value, $0.01 per share, as reported by the New
York Stock Exchange or such other relevant exchange on which the Corporation’s
Common Stock is traded.

       

      "Participant" - each Senior
Officer who elects to defer a percentage of Bonus Compensation under the
Plan.

       

      "Plan" - the MFA Mortgage
Investments, Inc. Senior Officer  Deferred Bonus Plan, as it may be
amended from time to time.

       

      "Second Election" - an election
pursuant to Section 5(c)(iii) of the Plan which changes the Senior Officer’s
prior deferral election.

       

      "Senior Officer" - any officer
identified by the Corporation as an insider for purposes of Section 16 of the
Securities Exchange Act of 1934

       

      "Share" - a share of Common
Stock of the Corporation.

       

      "Termination of Service" -
termination of service with the Corporation, which shall be interpreted in a
manner that is consistent with the definition of a “separation from service”
under Section 409A of the Code and Treasury Regulation 1.409A-1(h).

       

      4.         
   Administration

       

      (a)           Subject
to the oversight of the Board, the Administrator shall  have authority
to administer the Plan, including conclusive authority to construe and interpret
the Plan, to establish rules, policies, procedures, forms and notices for use in
carrying out the Plan, and to make all other determinations necessary or
desirable for administration of the Plan.  The Administrator may
delegate some or all of its functions to another person(s) as it may deem
appropriate.

       

      (b)           Notwithstanding
any other provision herein to the contrary, the Administrator shall administer
the Plan and exercise authority and discretion under the Plan, to satisfy the
requirements of Section 409A of the Code or any exemption thereto.

       

      5.        
    Election to Defer
Compensation

       

      (a)           Amount of
Deferral.  A Senior Officer may elect to defer a percentage of
Bonus Compensation, up to 100%, otherwise thereafter payable to such Senior
Officer.

       

      (b)           Manner of Electing
Deferral.  An election to defer Bonus Compensation shall be
made by giving written notice to the Administrator in the form approved by the
Administrator.  Such notice shall address, without
limitation;

       

      (i)           the
percentage of Bonus Compensation to be deferred and

       

      (ii)           if
applicable, an election for the Account to be settled following a five-year
Deferral Period; and

       

      
        
          
          

        

        
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      (iii)           an
election for the Account to be settled in either a lump-sum payment or in a
specified number of annual installments (not to exceed five).

       

      (c)           Time of Election;
Effectiveness; Change of Election.

       

      (i)           An
election to defer Bonus Compensation shall be made by a Senior Officer no later
than the end of taxable year preceding the year for which the Bonus Compensation
was earned.  Notwithstanding the foregoing, a Senior Officer who first
becomes eligible to participate in the Plan may make an election to defer any
future Bonus Compensation within 30 days after the date of such eligibility;
provided, however, that such deferral election shall only apply to the pro rata
portion of the Bonus Compensation that is earned from the date of such election
through the remainder of the year.

       

      (ii)           An
election shall be irrevocable as of the last day of the calendar year in which
the election is made and shall continue in effect until the end of the calendar
year for which the Bonus Compensation is earned.

       

      (iii)           A
Senior Officer may change a deferral election annually by making a Second
Election on the Annual Participant Election Form provided by the Administrator;
provided that the Second Election must, except as may otherwise be permitted
under the rules applicable under Section 409A of the Code, (A) be effective at
least one year after it is made, or, in the case of payments to commence at a
specific time, be made at least one year before the first scheduled payment, and
(B) defer the commencement of distributions (and each affected distribution) for
at least five years.

       

      6.         
   Deferred Bonus Compensation
Account

       

      (a)           Establishment of
Account.  The Corporation will maintain a Account(s) for each
Participant for each year in which they elect to participate in the Plan, which
will reflect the Bonus Compensation deferred by such Participant for a given
calendar year.  Accounts under this Plan shall be unfunded and shall
represent only an unsecured claim against the general assets of the
Corporation.

       

      (b)           Deferred Stock
Units.  For any given calendar year, a Participant may elect to
defer a whole percentage, up to 100%, of Bonus Compensation earned by such
Participant in the form of Deferred Stock Units.  Such deferral
election shall be made in accordance with the provisions of Sections 5(b) and
5(c) of the Plan.  The number of Deferred Stock Units credited to the
Participant's Account, at the time such Bonus Compensation would otherwise have
been payable absent the election to defer, will be equal to (i) the
otherwise payable amount divided by (ii) the Fair Market Value of a Share
on the last trading day preceding the credit date.  In addition, on
each date on which a cash dividend is payable on the Shares, the Participant's
Account shall be credited with a number of Deferred Stock Units equal to
(i) the per Share cash dividend times the number of Deferred Stock Units
then credited to the Account, divided by (ii) the Fair Market Value of a
Share on the last trading day preceding the dividend payment
date.  Accounts shall be credited with fractional Deferred Stock
Units, rounded to the third decimal place.  Such additional Deferred
Stock Units shall be paid to the Participant at the same time as Deferred Stock
Units are received by the Participant with respect to the deferral of Bonus
Compensation.

       

      (c)           Adjustments.  In
case of a stock  split, stock dividend, or other relevant change in
capitalization of the Corporation, the number of Deferred Stock Units credited
to a Participant's Account shall be adjusted in such manner as the Administrator
deems appropriate.

       

      
        
          
          

        

        
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      7.        
    Valuation

       

      The value
of an Account as of any date on which a settlement payment is to be made under
Section 8 shall be the amount equal to the number of Deferred Stock Units then
credited to the Participant’s Account times the Fair Market Value of a Share on
the last trading day preceding the payment date.

       

      8.         
   Settlement

       

      (a)           The
Account shall be distributed or commence distribution to a Participant on the
earlier of (i) the year first following the year in which a Termination of
Service occurs, or (ii) with respect to any particular Account, the year
first following the year in which the five-year Deferral Period elected by such
Participant for such Account expires.  Notwithstanding the foregoing,
all distribution elections shall provide that no payments may commence with
respect to any Account any later than the year first following the Participant’s
72nd birthday, or such other date as may, subject to Section 409A of the Code,
be approved by the Administrator.  To the extent that an Account is to
be distributed to a Participant in accordance with this Section 8, such
distribution shall occur on or about, but no earlier than January 15 of the
applicable distribution year.  Notwithstanding the foregoing, or any
other provision hereof, with respect to any settlement that is due upon a
Termination of Service, if the Participant is determined by the Corporation to
be a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the
Code, and any of the Corporation’s stock is publicly traded on an established
securities market or otherwise, such settlement or distribution shall not be
made before the date which is six months after the date of Termination of
Service.  Any payments delayed in accordance with the prior sentence
shall be paid to the Participant on the first day of the seventh month following
the Participant’s Termination of Service.

       

      (b)           Lump
Sum.  If a Participant elects lump sum settlement, an amount of
cash equal to the value of the Account determined in accordance with Section 7
shall be paid to the Participant in accordance with Section 8(a).

       

      (c)           Installment
Payments.  If a Participant elects settlement in installments,
an amount of cash, determined as hereafter provided, shall be paid to the
Participant in accordance with Section 8(a) in each year of the installment
payment period elected.  The amount of each installment shall be equal
to (i) the value of the Account as of the payment date for such
installment, determined in accordance with Section 7, divided by (ii) the
number of unpaid installments.  Each installment payment shall be
debited to the Deferred Stock Units in a Participant's Account.

       

      (d)           Payment on
Death.  Notwithstanding a Participant's settlement election, in
the event of a Participant's death an amount of cash equal to the remaining
value of the Account determined as provided in Section 7 shall be paid in a
single payment to the Participant's estate as soon as practicable.

       

      (e)           No early
withdrawal.  No withdrawal may be made from a Participant's
Account except as provided in this Section 8.

       

      (f)           Cash settlement
only.  Settlement of an Account under this Plan shall be made
only in cash, via wire transfer or check in U.S. dollars.

       

      9.        
    Non-Assignability

       

      The right
of a Participant to receive any unpaid portion of the Participant's Account may
not be assigned or transferred except by will or the laws of descent and
distribution and may not be pledged or encumbered or be subject to attachment,
execution, or levy of any kind.

       

      
        
          
          

        

        
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      10.           Amendment and
Termination

       

      This Plan
may be amended, modified or terminated by the Board at any time, provided that
no such amendment, modification or termination shall, without the consent of a
Participant, adversely affect such Participant's rights with respect to amounts
accrued in the Participant's Account.

       

      11.           Governing
Law

       

      This Plan
and all actions taken under it shall be governed by the laws of the State of New
York, without reference to conflict of law principles.

       

      12.           Severability

       

      If any
provision of this Plan shall be deemed illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining provisions of the Plan
but shall be fully severable.

       

      13.           Compliance

       

      The
Administrator is authorized to take such steps as may be necessary including,
without limitation, delaying effectiveness of a Participant's election or
delaying settlement of an Account, in order to ensure that this Plan and all
actions taken under it comply with any law, regulation, or listing requirement
which the Administrator deems applicable or desirable, including the exemption
provided by Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.

       

      14.           Withholding

       

      If the
Corporation concludes that any tax is owing with respect to any deferral of
income or payment hereunder, the Corporation shall withhold such amounts from
any payments due the Participant, or otherwise make appropriate arrangements
with the Participant for satisfaction of such obligation.

       

      15.           No Right to Continued
Service

       

      Nothing
in the Plan shall confer on any individual any right to continue in the service
of the Corporation or interfere in any way with the right of the Corporation to
terminate a Participant’s service at any time.

       

      
        
          
          

        

        
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      MFA
MORTGAGE INVESTMENTS, INC.

      SENIOR
OFFICERS DEFERRED BONUS COMPENSATION PLAN

       

      ANNUAL PARTICIPANT ELECTION
FORM – 20__ DEFERRALS

       

      In
accordance with the provisions of the Plan, I hereby elect to defer the
percentage of the annual Bonus Compensation earned during 20__, as
follows:

       

      
        	
                 
      

              	
                1.

              	
                AMOUNT
      OF BONUS COMPENSATION DEFERRAL  (Indicate whole percentage
      only).  I elect to defer ____% of the cash bonus awarded to me
      in 20__ and otherwise payable in
  January 20__.

              


      

       

      
        	
                 
      

              	
                2.

              	
                DEFERRAL
      PERIOD - I hereby elect the five-year Deferral Period for Bonus
      Compensation earned during 20__, such that payment will be deferred until
      on or about January 15, 20__.

              


      

       

      
        	
                 
      

              	
                _____  Yes  _____  No

              


      

       

      
        	
                 
      

              	
                3.

              	
                SETTLEMENT
      - Form of Distribution  (Initial
one)

              


      

       

      _____  I
elect the following installment payment period: _____ years (indicate between
one and five years)

       

      OR

       

      _____  I
elect a lump sum distribution in accordance with the terms of the
Plan.

       

      This
election is subject to all of the terms of the MFA Mortgage Investments, Inc.
Senior Officers Deferred Bonus Compensation Plan on file attached hereto and on
file with the records of the Corporation.

       

      Dated:
___________              __________________________

      Signature
of Senior Officer

      
      

       

      
        	 


      

       

       

      Please
check below if you do not wish to participate in the Plan and sign
below.

       

      _____  I
do not wish to participate in the MFA Mortgage Investments, Inc. Senior Officers
Deferred Bonus Compensation Plan

       

      Dated:
___________              __________________________

      Signature
of Senior Officer

      
         

        
          	 


        

         
Accepted
on the ___ day of ___________, 20__,

      on behalf
of MFA Mortgage Investments, Inc.

       

      By:
___________________________________

      
         

        
          	 


        

         
FEDERAL TAX
ASPECTS

      The
following discussion is a general description of expected Federal income tax
results under current law.  The information is not tax advice, it is
intended to be for general guidance only and does not give a full description of
all the tax issues which may apply to you.  You should also remember
that tax laws may change from time to time.  You should consult your
own tax advisors regarding the impact of the Plan, and your election thereunder,
with respect to any federal, state, local or other taxes.

       

      
        
          
          

        

        
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      The Plan
is intended to be a non-qualified deferred compensation plan under the
provisions of the Internal Revenue Code.  At the time a Participant's
deferral of Bonus Compensation is made, it is intended that such Participant
will not recognize income for Federal income tax purposes. In addition, Deferred
Stock Units credited pursuant to Section 6(b) of the Plan are not intended to be
treated as income at the time they are credited to the Account of a
Participant.

       

      Participants
will recognize ordinary income at the time the Participant deferrals, together
with the earnings credited to these amounts, are actually paid out or made
available to the Participants. The amount of such ordinary income will equal the
amount of cash received.

       

      The Plan
is not intended to be a tax-qualified plan under Section 401(a) of the Internal
Revenue Code and is not intended to be subject to ERISA. The Corporation has not
received any ruling from the Internal Revenue Service concerning the tax
consequences of the Plan.

       

      
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