exv10w2







 




    Exhibit 10.2



 




    FIRST
    AMENDMENT TO THE

    FEDERAL HOME LOAN MORTGAGE CORPORATION

    2004 STOCK COMPENSATION PLAN



 




    (as amended
    and restated as of June 6, 2008)
    



 



    FIRST AMENDMENT to the FEDERAL HOME LOAN MORTGAGE 2004 STOCK
    COMPENSATION PLAN (as amended and restated as of June 6,
    2008) (the “Plan”) by the FEDERAL HOME LOAN MORTGAGE
    CORPORATION (“Freddie Mac”), a corporation organized
    and existing under the laws of the United States of America.



 




    W I T N E
    S S E T H:



 



    WHEREAS, the Plan was submitted to stockholders for
    approval in the Proxy Statement dated April 29, 2008 and
    will be voted upon by stockholders at the Annual Meeting of
    Stockholders scheduled for June 6, 2008 (“Annual
    Meeting”);



 



    WHEREAS, Freddie Mac desires to amend the Plan to update
    certain definitions and make other changes;



 



    WHEREAS, Section 9.4(a) of the Plan permits the
    Compensation and Human Resources Committee of Freddie Mac’s
    Board of Directors to amend the Plan; and



 



    WHEREAS, an appropriate officer of Freddie Mac has been
    duly authorized to execute this amendment.



 



    NOW, THEREFORE, provided that the Plan is approved at the
    Annual Meeting, the Plan is hereby amended effective
    June 6, 2008 as follows:



 



    1.  Plan Section 2.15 is amended to read as
    follows:



 



    2.15.  Fair Market Value.  The
    closing sales price of a share of Common Stock reported for
    composite transactions in the New York Stock Exchange listed
    securities in print or electronically by The Wall Street Journal
    or by another recognized provider designated by the Committee
    for such date or, if no such prices are reported for such date,
    on the most recent trading day prior to such date for which such
    prices were reported;













 






    provided, however, that the Committee may, in good faith,
    establish alternative methods or procedures for determining Fair
    Market Value.



 



    2.  Plan Section 2.28 is amended to read as
    follows:



 



    2.28  Senior Executive.  An employee
    of the Corporation or an Affiliate who is the Chief Executive
    Officer, President, Chief Operating Officer, Chief Financial
    Officer, principal accounting officer, any officer in charge of
    a principal business unit, division or function, or any other
    officer who performs a significant policy-making function, as
    determined by the Committee.



 



    3.  Plan Section 3.3 is amended to read as
    follows:



 



    3.3  Delegation of Committee
    Authority.  The Committee may delegate any or all
    of its authority under this Article III relating to the
    selection of Employees for participation, the grant of Awards to
    Employees, and other actions under the Plan relating to
    Employees, to the extent permitted by applicable law. Such
    delegation shall be made only to the Chief Executive Officer,
    another Senior Executive, the Executive Vice President-Human
    Resources or a committee of two or more of such officers (which
    may include the Chief Executive Officer). In the case of any
    such delegation, references in the Plan to the Committee shall
    be deemed to include the Chief Executive Officer, Senior
    Executive, Executive Vice President-Human Resources or committee
    to which authority has been delegated with respect to Employees;
    provided, however, that the Committee may impose any term or
    limitation upon the exercise of such delegated authority
    hereunder not inconsistent with the Plan; and provided further
    that no officer acting pursuant to the authority delegated
    hereunder may take any action under the Plan with respect to his
    or her own compensation. The Committee may not make such
    delegation with respect to any Senior Executive, except as to
    ministerial functions. In this regard, the Committee may
    delegate to officers or other employees of the Corporation,
    subject to such terms as the Committee shall determine, the duty
    to perform ministerial functions under the Plan.



 



    IN WITNESS WHEREOF, Freddie Mac has caused this FIRST
    AMENDMENT TO THE FEDERAL HOME LOAN MORTGAGE CORPORATION 2004
    STOCK COMPENSATION PLAN (as amended and restated as of
    June 6, 2008) to be executed by its duly authorized
    officer, this 6th day of June 2008.




    

    2








 






    FEDERAL HOME LOAN




    MORTGAGE CORPORATION



 



    /s/  Paul
    G. George








    Paul G. George

    Executive Vice President — Human

    Resources and Corporate Services



 


 




    ATTEST:
    



 



    /s/  Mollie
    D. Roy








    Mollie D. Roy

    Assistant Secretary




    

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