exv10w11







 




    Exhibit 10.11



 




    FIRST
    AMENDMENT

    TO THE

    FEDERAL HOME LOAN MORTGAGE CORPORATION

    1995 STOCK COMPENSATION PLAN



 



    FIRST 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 Corporation desires to amend the Plan to
    permit the Committee to authorize the transfer of certain awards
    made under the Plan and to give the Committee the authority to
    approve certain amendments to the Plan, and



 



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



 



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



 



    NOW, THEREFORE, the Plan is hereby amended as follows:



 



    1. Plan Section 6.8 is amended to read as follows
    effective January 1, 1999:



 



    Limitations on Transferability.  Awards
    and any other rights under the Plan will not be transferable by
    a Participant except by will or the laws of descent and
    distribution (or to a designated Beneficiary in the event of the
    Participant’s death), and, if exercisable, shall be
    exercisable during the lifetime of a Participant only by such
    Participant or his guardian or legal representative. The
    foregoing notwithstanding, if and to the extent expressly
    permitted by the Committee, and subject to such terms and
    conditions as established by the













 






    Committee, such Awards and other rights (other than Incentive
    Stock Options and SARs in tandem therewith) may be transferred
    by a Participant after his or her Retirement to one or more
    Beneficiaries, or may be transferred by a Participant prior to
    Retirement to one or more Beneficiaries for purposes of the
    Participant’s estate planning, and may be exercised by such
    transferees in accordance with the terms of such Award. Awards
    and other rights under the Plan may not be pledged, mortgaged,
    hypothecated, or otherwise encumbered, and shall not be subject
    to the claims of creditors. No transfer by will or the laws of
    descent and distribution shall be effective to bind the
    Corporation unless the Corporation shall have been furnished
    with a copy of such will or other evidence as the Corporation
    may deem necessary to establish the validity of the transfer.



 



    2. Plan Section 8.4 is amended to add the following
    sentence after the first sentence of that Section, effective as
    of March 5, 1999:



 



    Consistent with applicable law, the Board may delegate to the
    Committee the authority to amend the terms of the Plan; provided
    that no delegation will serve to permit the Committee to amend
    this Section, or Section 4.1.



 



    IN WITNESS WHEREOF, the Corporation has caused this FIRST
    AMENDMENT TO THE FEDERAL HOME LOAN MORTGAGE CORPORATION 1995
    STOCK COMPENSATION PLAN to be executed by its duly authorized
    officer, this 6th day of April, 1999.



 



    FEDERAL HOME LOAN




    MORTGAGE CORPORATION



 


			
	 	    By:  
	
    /s/  Leland
    Brendsel









    Leland Brendsel



 




    ATTEST:
    



 



    /s/  Keith
    Earley








    Assistant Secretary