exv10w12







 




    Exhibit 10.12



 




    SECOND
    AMENDMENT

    TO THE

    FEDERAL HOME LOAN MORTGAGE CORPORATION

    1995 STOCK COMPENSATION PLAN



 



    SECOND AMENDMENT TO THE FEDERAL HOME LOAN MORTGAGE 1995 STOCK
    COMPENSATION PLAN (the “Plan”) by the FEDERAL HOME
    LOAN MORTGAGE CORPORATION (the “Corporation”), 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 adopted effective May 2,
    1995, and



 



    WHEREAS, the Plan was amended in March 1999, and



 



    WHEREAS, the Corporation desires to amend the Plan to
    reflect market place developments since those two
    actions, and



 



    WHEREAS, Section 8.4 of the Plan permits the Board
    of Directors to amend the Plan, and



 



    WHEREAS, an appropriate officer of the Corporation has
    been duly authorized to execute this amendment.



 



    NOW, THEREFORE, the Plan is hereby amended as follows,
    effective March 6, 2003:



 



    1. A new Section 3.5 is added to Article III, to
    read as follows:



 



    3.5  Limitation on Stock Option
    Repricing.  Other provisions of the Plan
    notwithstanding, without the prior approval of the
    Corporation’s stockholders, the Committee will not amend or
    replace a previously granted Option in a transaction that
    constitutes a “repricing.” For this purpose, a
    “repricing” means: (i) amending the terms of an
    Option after it is granted to lower its exercise price;
    (ii) any other action that is treated as a repricing under
    generally accepted accounting principles; and
    (iii) canceling an Option at a time when its













 






    exercise price is equal to or greater than the fair market value
    of the underlying Common Stock, in exchange for another Option,
    Restricted Stock, or other equity, unless the cancellation and
    exchange occurs in connection with a merger, acquisition,
    spin-off or other similar corporate transaction. A cancellation
    and exchange described in clause (iii) of the preceding
    sentence will be considered a repricing regardless of whether
    the Option, Restricted Stock or other equity is delivered
    simultaneously with the cancellation, regardless of whether it
    is treated as a repricing under generally accepted accounting
    principles, and regardless of whether it is voluntary on the
    part of the Participant.



 



    2. Plan Section 6.2 is amended to read as follows:



 



    6.2.  Minimum Vesting
    Requirements.  The foregoing notwithstanding,
    Options, SARs, Restricted Stock, Deferred Stock, and Other
    Stock-Based Awards shall be forfeitable for at least one year
    after the date of grant in the event of the Participant’s
    Termination for reasons other than due to death, Disability, or
    Retirement. Options, SARs, and any other Award carrying a right
    to exercise shall not be exercisable prior to the time such risk
    of forfeiture shall lapse. In addition, if the vesting of
    Restricted Stock, Deferred Stock, or other non-Option/non-SAR
    Awards granted on or after March 6, 2003 is not based on
    the achievement of one or more performance conditions, such
    Awards must vest (i.e., become non-forfeitable) over a
    minimum period of three years except in the event of a
    Participant’s death, Disability, or Retirement. For
    purposes of this Section 6.2, (i) vesting over a
    three-year period will include periodic vesting over such
    period, (ii) a pre-announced period in which service is
    required as a condition to the grant of an Award may count
    toward the minimum vesting period required under this
    Section 6.2, if so determined by the Committee,
    (iii) if an Award is granted in exchange for the surrender
    of an outstanding Award of substantially equal value, any
    vesting period of the surrendered Award can be counted toward
    satisfaction of the minimum vesting period applicable to the
    replacement Award, and (iv) up to 5% of the shares of
    Common Stock remaining authorized for issuance under the Plan
    at, or which become available on or after, March 6,
    2003 may be made subject to non-performance based Awards
    other than Options and SARs with vesting terms not conforming to
    the three-year minimum vesting requirement of this
    Section 6.2 (the one-year minimum vesting period will
    apply, however).



 



    3. Plan Section 6.6 is deleted in its entirety, and
    the ensuing sections in that article are renumbered accordingly.



 



    IN WITNESS WHEREOF, the Corporation has caused this
    SECOND AMENDMENT TO THE FEDERAL HOME LOAN MORTGAGE CORPORATION
    1995













 






    STOCK COMPENSATION PLAN to be executed by its duly authorized
    officer, this 4th day of April, 2003.



 



    FEDERAL HOME LOAN




    MORTGAGE CORPORATION



 


			
	 	    By:  
	
    /s/  Michael
    W. Hager









    Michael W. Hager



 




    ATTEST:
    



 



    /s/  Mollie
    Roy








    Assistant Secretary