exv10w31







 




    Exhibit
    10.31



 


 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION

    SEVERANCE PLAN



 


 




    Restated
    and Amended Effective January 1, 1997



 












 







    FEDERAL
    HOME LOAN MORTGAGE CORPORATION

    SEVERANCE PLAN



 



    WHEREAS, the Federal Home Loan Mortgage Corporation
    (“Corporation”) has established severance policies for
    the benefit of eligible employees, and



 



    WHEREAS, the Employee Retirement Income Security Act of 1974, as
    amended (“ERISA”), requires that every “employee
    welfare benefit plan” (as defined in Section 3(1) of
    ERISA) be established and maintained pursuant to a written
    instrument, and



 



    WHEREAS, the Corporation became subject to ERISA effective with
    its first Board of Directors meeting as a private corporation on
    February 6, 1990, and



 



    WHEREAS, the aforementioned policies provide for the payment of
    severance benefits and eligibility for such benefits, and



 



    WHEREAS, the Corporation established the Federal Home Loan
    Mortgage Corporation Severance Plan on February 6,
    1990, and



 



    WHEREAS, the Corporation amended and restated the Federal Home
    Loan Mortgage Corporation Severance Plan effective
    November 1, 1991, and



 



    WHEREAS the Corporation desires to amend and restate the Federal
    Home Loan Mortgage Corporation Severance Plan effective
    January 1, 1997, principally to clarify and update the Plan
    since its last restatement,



 



    NOW, THEREFORE, the Federal Home Loan Mortgage Corporation
    Severance Plan is hereby amended and restated in its entirety as
    follows:



 




    ARTICLE I

    PURPOSE AND EFFECTIVE DATE



 



    1.1.  Purpose.  This document
    together with Corporate Policy
    No. 3-254
    and Corporate Policy
    No. 3-254.1
    (each the “Policy” and together the
    “Policies”), as the same may be from time to time
    amended, which are incorporated herein by reference, constitute
    the Federal Home Loan Mortgage Corporation Severance Plan
    (“Plan”). The purpose of the Plan is to provide
    severance benefits to certain employees who are involuntarily
    terminated.



 



    1.2.  Effective Date.  The Plan shall
    be effective as of February 6, 1990. The effective date of
    this restatement is January 1, 1997. Except as otherwise
    provided herein, a person who is not employed by the Company at
    any time after December 31, 1996 shall




    

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    be entitled to benefits, if any, under the Plan based upon the
    provisions of the Plan in effect on or prior to that date.



 




    ARTICLE II

    GENERAL PROVISIONS



 



    2.1 Plan Administration.  The Corporation
    shall be the Plan Administrator within the meaning of ERISA
    Section 3(16)(A) and shall be the “named
    fiduciary” as defined in ERISA Section 401(a)(2). The
    Plan Administrator shall have the exclusive right and
    discretionary authority to control and manage the operation and
    administration of the Plan, and to interpret the Plan’s
    provisions. The Plan Administrator’s exclusive
    responsibilities shall include (but not be limited to) the
    following: determining eligibility to participate in the Plan
    and the amount of benefits payable under the Plan (the President
    and/or CEO
    shall have the authority to determine the amount of benefits to
    be paid to officers, as described in Policy 254.1); interpreting
    the terms and provisions of the Plan and determining any and all
    questions arising under the Plan or in connection with the
    administration thereof, including the right to remedy or resolve
    possible ambiguities, inconsistencies or omissions; and making
    any finding of fact necessary or appropriate for any purpose
    under the plan. The findings of fact, determinations,
    interpretations and decisions of the Plan Administrator shall be
    conclusive and binding upon all person having or claiming to
    have any interest or right under the Plan.



 



    2.2 Source of Funds.  The Corporation
    shall pay for the costs of the severance pay to the employees
    from its general assets. No contributions from employees shall
    be permitted. This Plan shall not be funded by any trust, asset
    reserve or other pool of assets set aside by the Corporation.



 



    2.3 Eligibility and Benefits.  The
    employees or classes of employees of the Corporation eligible
    for coverage under the Plan, the effective dates upon which they
    become eligible, the conditions which they must satisfy to
    become eligible to receive severance pay, the benefits payable,
    and other provisions affecting the Plan are those set forth in
    the Policies. The applicable Policy shall be determined based on
    the eligible employee’s status (including his or her job
    title) on the date of termination of employment. The term
    “employee” as used in the Plan shall mean those
    individuals who are Regular Full-Time or Part-Time employees as
    defined in Corporate Policy
    No. 3-221,
    Employment Classifications Policy. The term “employee”
    as used herein shall not include individuals classified as
    (i) Co-Op, Work Study Students or Interns,
    (ii) Employment Agency Temporaries or (ii) Independent
    Contractors/ Consultants, all as defined in the Employment
    Classifications Policy. The term “employee” shall not
    include individuals who are retroactively classified as Regular
    Full-Time or Part-Time Employees with respect to such
    retroactive period of classification.



 



    2.4 Claims Procedures.  In the event that
    an employee does not receive a Plan benefit that is claimed, the
    employee shall be entitled to consideration and review as




    

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    provided in this Section 2.4. Such consideration and review
    shall be conducted in a manner designed to comply with
    Section 503 of ERISA. The Plan Administrator (or any
    designated delegate) shall act as Claims Administrator.



 



    Upon receipt of any claim for benefits the Claims Administrator
    shall be notified and shall give due consideration to the claims
    presented. If the claim is denied to any extent by the Claims
    Administrator, the Claims Administrator shall furnish the
    employee with a written notice setting forth, in a manner
    calculated to be understood by the employee, (i) the
    reasons for the denial of the claim, (ii) references to the
    Plan provisions upon which the denial is based, (iii) a
    description of any additional materials or information necessary
    to complete the claim and why such materials or information are
    needed and (iv) the provisions of this Section 2.4.



 



    The employee may request a review of a denial of severance pay
    by giving written notice to the Plan Administrator within sixty
    (60) days after receipt of notice of the claims denial. If
    the request for review is not made within sixty (60) days,
    then the employee will have waived his right to review. The
    employee may submit issues and comments in writing. In preparing
    for the appeal, the employee will be given an opportunity to
    review all pertinent documents. After consideration of the
    merits of the appeal, the Plan Administrator shall issue a final
    written decision within sixty (60) days from the date of
    receipt of the request for review. However, if the Plan
    Administrator decides in its discretion that additional time is
    necessary and so notifies the employee, then the time for
    rendering a decision shall be within one hundred twenty
    (120) days of the date of receipt of the request for review.



 




    ARTICLE III

    MISCELLANEOUS



 



    3.1 Nonassignability.  Benefits under the
    Plan are not in any way subject to the debts or other
    obligations of the persons entitled thereto and may not
    voluntarily or involuntarily be sold, transferred or assigned.



 



    3.2 No Vested Interest.  Except for the
    right to receive any benefit payable under the existing terms of
    the Plan after an eligible termination as described in the
    Policies, no person shall have any right, title or interest in
    or to the assets of the Corporation as a participant in the
    Plan. There is no vesting in, or accrual of, benefits under the
    Plan.



 



    3.3 Employment Rights.  The terms of
    employment of any employee shall not be modified or in any way
    affected hereby.



 



    3.4 Plan Descriptions.  The Summary Plan
    Descriptions for the Plan summarize the principal features of
    this Plan. However, all rights and obligations of the
    Corporation under the Plan are governed only by the terms of the
    Plan.




    

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    3.5 Availability of Documents and
    Records.  Copies of the Plan are available for
    inspection by any employee at the Corporation’s regional
    Human Resources offices or at the Benefits Unit of the Human
    Resources Department in McLean, Virginia.



 



    3.6 Amendment and Termination.  The Plan
    may be amended in whole or in part, or terminated, at any time
    and from time to time by the Corporation. No such amendment,
    however, shall affect any severance pay benefit awarded to an
    eligible employee who severs prior to the effective date of the
    amendment or termination.



 



    3.7 Duration of Benefits.  No award under
    the Plan will be extended beyond a period of time which will
    result in the Policies being considered pension plans under
    ERISA.



 



    3.8 Gender and Number.  Words in the
    masculine gender include the feminine gender and the singular
    includes the plural, unless the context otherwise indicates.



 



    3.9 Plan Year.  The Plan Year shall be the
    twelve (12) month period from January 1 to December 31.



 



    3.10 Governing Law.  The provisions of
    this Plan shall be construed, administered and enforced in
    accordance with the laws of the Commonwealth of Virginia, except
    to the extent that they are preempted by Federal law, or as
    otherwise required by ERISA.



 



    IN WITNESS WHEREOF, the Federal Home Loan Mortgage Corporation
    has caused this Plan to be executed by its duly authorized
    officer this 22nd day of December, 1997.



 



    FEDERAL HOME LOAN MORTGAGE CORPORATION



 


			
	 	    By:  
	
    /s/  Leland
    C. Brendsel









    Leland C. Brendsel




    Chief Executive Officer



 


		
	    Attest:  	
    /s/  Keith
    Earley









    Assistant Secretary




    

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