Exhibit 10.1
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
1995 DEFERRED COMPENSATION PLAN
Amended and Restated
as of September 15, 2008
FINANCIAL SECURITY ASSURANCE HOLDINGS LTD.
1995 DEFERRED COMPENSATION PLAN
ARTICLE I
ESTABLISHMENT AND PURPOSE OF THE PLAN
1.1
EFFECTIVE AS OF JUNE 1, 1995, FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD. (THE "COMPANY") ESTABLISHED FOR THE BENEFIT OF CERTAIN OF ITS
EMPLOYEES, CERTAIN EMPLOYEES OF ITS AFFILIATES OR SUBSIDIARIES AND CERTAIN
MEMBERS OF ITS BOARD OF DIRECTORS AN UNFUNDED PLAN BY WHICH AN ELIGIBLE EMPLOYEE
OR ELIGIBLE DIRECTOR CAN ELECT TO DEFER, RESPECTIVELY, RECEIPT OF ALL OR A
PORTION OF HIS OR HER COMPENSATION OR FEES.
THIS PLAN, AS SO AMENDED AND
RESTATED, IS KNOWN AS THE FINANCIAL SECURITY ASSURANCE HOLDINGS LTD. 1995
DEFERRED COMPENSATION PLAN (THE "PLAN").
THE PLAN WAS AMENDED AND RESTATED AS
OF JULY 10, 2002, NOVEMBER 14, 2002, MAY 16, 2003, NOVEMBER 13, 2003 AND
DECEMBER 17, 2004.
THE PLAN IS FURTHER AMENDED AND RESTATED AS SET FORTH IN
THIS PLAN DOCUMENT EFFECTIVE AS OF SEPTEMBER 15, 2008 TO COMPLY WITH THE FINAL
REGULATIONS UNDER SECTION 409A OF THE INTERNAL REVENUE CODE AND TO MAKE CERTAIN
OTHER CHANGES.
ARTICLE II
DEFINITIONS
Unless the context otherwise requires, the following terms, when used herein,
shall have the meaning assigned to them in this Article II.
2.1
THE TERM "ACCOUNT" SHALL MEAN A PARTICIPANT'S INDIVIDUAL ACCOUNT,
AS DESCRIBED IN ARTICLE VIII OF THE PLAN.
1
2.2
THE TERM "AFFILIATE" SHALL MEAN ANY CORPORATION OR OTHER BUSINESS
ENTITY THAT WOULD BE CONSIDERED A SINGLE EMPLOYER WITH A PARTICIPATING COMPANY
PURSUANT TO CODE SECTIONS 414(B) OR 414(C).
2.3
THE TERM "BENEFICIARY" SHALL MEAN THE PERSON OR PERSONS DESIGNATED
BY THE PARTICIPANT (INCLUDING AN INDIVIDUAL, TRUST, ESTATE, PARTNERSHIP,
ASSOCIATION, COMPANY, CORPORATION OR ANY OTHER ENTITY), PURSUANT TO ARTICLE VII
OF THE PLAN, TO RECEIVE BENEFITS UNDER THE PLAN IN THE EVENT OF THE
PARTICIPANT'S DEATH.
2.4
THE TERM "BOARD" SHALL MEAN THE BOARD OF DIRECTORS OF THE COMPANY.
2.5
THE TERM "BONUS" SHALL MEAN:
(I) BONUS COMPENSATION PAYABLE IN
CASH; (II) BONUS COMPENSATION PAYABLE IN RESPECT OF AN "EQUITY BONUS" AWARDED
UNDER THE EQUITY PARTICIPATION PLAN; (III) AN AMOUNT PAYABLE PURSUANT TO A
"PERFORMANCE SHARES" AWARD UNDER THE EQUITY PARTICIPATION PLAN; AND (IV) ANY
OTHER INCENTIVE, PERFORMANCE RELATED OR OTHER PAYMENT THAT, ABSENT DEFERRAL
PURSUANT TO THE PLAN, WOULD CONSTITUTE TAXABLE INCOME TO THE PARTICIPANT.
2.6
THE TERM "CLAIM REVIEWER" SHALL HAVE THE MEANING SET FORTH IN
SECTION 13.4 OF THE PLAN.
2.7
THE TERM "CODE" SHALL MEAN THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED FROM TIME TO TIME.
ANY REFERENCES HEREIN TO A SPECIFIC SECTION OF THE
CODE SHALL BE DEEMED TO REFER TO THE RULES AND REGULATIONS UNDER THE CODE IN
RESPECT OF SUCH SECTION, AND TO THE CORRESPONDING PROVISIONS OF ANY FUTURE
INTERNAL REVENUE LAW AND THE RULES AND REGULATIONS THEREUNDER.
2.8
THE TERM "COMMITTEE" SHALL MEAN THE HUMAN RESOURCES COMMITTEE OF
THE BOARD.
2
2.9
THE TERM "COMPANY" SHALL MEAN FINANCIAL SECURITY ASSURANCE
HOLDINGS LTD., A NEW YORK CORPORATION.
2.10