exv10w27







 




    Exhibit
    10.27



 




    FIRST
    AMENDMENT

    TO THE

    FEDERAL HOME LOAN MORTGAGE CORPORATION

    EXECUTIVE DEFERRED COMPENSATION PLAN

    (As
    Amended and Restated January 1, 2002)
    



 



    FIRST AMENDMENT TO THE FEDERAL HOME LOAN MORTGAGE CORPORATION
    EXECUTIVE DEFERRED 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 restated effective January 1,
    2002, and



 



    WHEREAS, the Corporation desires to amend the Plan to modify
    certain provisions as a result of the issuance of proposed
    regulations issued pursuant to Section 409A of the Internal
    Revenue Code of 1986, as amended, and



 



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



 



    NOW THEREFORE the Plan is amended effective January 1,
    2005, as follows:



 



    1. Plan Sections 2.16 and 2.17 are renumbered as
    Sections 2.17 and 2.18. Plan Sections 2.18 through
    2.23 are renumbered Sections 2.20 through 2.25.



 



    2. A new Section 2.16 is added to the Plan to read as
    follows:



 



    2.16 Key Employee.  A Participant who, at
    the date of his or her separation from service with the
    Corporation, is a “specified employee” within the
    meaning of Code section 409A(a)(2)(B)(i). The Corporation
    will determine the status of a Participant as a Key Employee on
    a yearly basis in accordance with Proposed Treasury Regulation
    §1.409A-1(i) and any successor or other applicable guidance
    or regulation under Code section 409A.



 



    3. A new Section 2.19 is added to the Plan to read as
    follows:



 



    2.19. Pre-2005 Deferrals.  Deferred
    Compensation that would have been payable before 2005 but for
    deferral under this Plan and which was not subject to a
    substantial risk of forfeiture in 2005 or thereafter. Pre-2005
    Deferrals, including Interest thereon, are deferred amounts that
    are deemed to be grandfathered for purposes of Code
    section 409A.













 






    4. A new Section 2.26 is added to the Plan as follows:



 



    2.26. 2005 and Later Deferrals.  Deferred
    Compensation other than Pre-2005 Deferrals.



 



    5. Plan Section 3.5 is amended to read as follows:



 



    3.5. Revocation.  Except as provided in
    Section 5.1(d), (a) a Bonus Deferral Election, once
    made, may not be revoked; (b) a Salary Deferral Election,
    once made, may not be revoked, except, in or before 2005, an
    election pertaining to salary not yet earned for the remainder
    of the Plan Year in question may be revoked, upon at least
    thirty (30) days prior written notice; and (c) a Stock
    Units Deferral Election, once made, may not be revoked. The
    foregoing notwithstanding, during 2005, any election that would
    result in a 2005 and Later Deferral then in effect may be
    revoked in reliance on, and such revocation is authorized to the
    fullest extent permitted by, IRS Notice
    2005-1, Q/A
    20.



 



    6. The second sentence of Section 3.6(a) is deleted.



 



    7. A new Plan subsection 5.3(d) is added as follows:



 



    (d) Special Rules for Compliance with Code
    Section 409A.



 



    (1) Delayed Payment of 2005 and Later Deferrals to Key
    Employees.  In the case of any distribution of
    2005 and Later Deferrals upon a separation from service of a
    Participant who, at the date of such separation from service for
    a reason other than death or disability (as defined in
    Code §409A), is a Key Employee, if any distribution
    (including an initial installment) would be payable under this
    Section 5 at a date that is less than six months after the
    date of such separation from service, such distribution shall
    instead be paid at the date six months after the separation from
    service. Any calculation of the amount of the distribution (or
    installment) or interest thereon shall be calculated as of the
    day immediately preceding the date of such delayed distribution.



 



    (2) Authorization for Non-Delayed Payments to Key
    Employees in 2005.  Section 5.3(d)(1)
    notwithstanding, any distribution of 2005 and Later Deferrals to
    a Key Employee in 2005 that would be subject to
    Section 5.3(d)(1) shall be made at the date otherwise
    provided under the Plan (i.e., without the six-month delay
    specified by
    Section 5.3(d)(1))
    in reliance on, and authorized to the fullest extent permitted
    by, IRS Notice
    2005-1.



 



    (3) Certain Elections Permitted in 2005 and
    2006.  Any election as to the time of distribution
    that may be made by a Participant with respect to Pre-




    

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    2005 Deferrals (including the election permitted under
    Section 5.1(c)(1))
    may also be made by a Participant in 2005 and 2006 with respect
    to 2005 and Later Deferrals in accordance with IRS Notice
    2005-1, Q/A
    19(c) and 20, and Proposed Treasury
    Regulation §1.409A, Preamble Section XI.C,
    including an election that results in a distribution in 2005,
    except that no such election may be made in 2006 with respect to
    any 2005 and Later Deferrals (or portions thereof) that
    otherwise would be distributable in 2006, and the Administrator
    shall have no authority to disapprove an election that would
    otherwise meet the requirements of the Plan (excluding any
    limitation on such election for 2005 and Later Deferrals).



 



    (4) General Rules for Compliance with
    409A.  It is intended that the terms of this Plan
    and deferrals hereunder meet applicable requirements of Code
    section 409A so that a Participant is not taxed under Code
    section 409A with respect to Deferred Compensation under
    this Plan and is not taxed otherwise with respect to Deferred
    Compensation under this Plan until such time as benefits are
    distributed to the Participant in accordance with the
    Plan’s terms. For this purpose, the following terms apply:



 



    (i) The Plan will be administered in compliance with Code
    section 409A and any applicable Treasury or IRS guidance.



 



    (ii) Pre-2005 Deferrals and associated Interest are
    intended to be “grandfathered” under Code
    section 409A, and Pre-2005 Deferrals will be subject to the
    rules in effect on October 3, 2004, unless expressly
    provided otherwise. No amendment or change to the Plan or other
    change, after October 3, 2004, shall be effective with
    respect to any Pre-2005 Deferral if such change would constitute
    a “material modification” within the meaning of
    applicable guidance or regulations under Code section 409A.



 



    (iii) 2005 and Later Deferrals are intended to meet the
    requirements for deferred compensation under Code
    section 409A. All elections permitted with respect to 2005
    and Later Deferrals must comply with applicable requirements of
    Code section 409A. In particular, except as provided in
    paragraph Section 5.3(d) above, no distribution of
    2005 and Later Deferrals will be made earlier than an event
    described in Code
    section 409A(a)(2)(A).
    If a distribution of 2005 and Later Deferrals occurs pursuant to
    a “separation from service” under Code
    section 409A(a)(2)(A)(i),
    and if, at the time of such separation from service the
    Participant is a “specified employee” under Code
    Section 409A(a)(2)(B)(i)
    and a delay in distribution is required in order that the
    Participant will not be subject to tax under Code
    section 409A, any distribution that otherwise would occur
    less than six months after such separation from service will
    instead occur six months after such separation from service
    (without affecting the timing of any subsequent distribution).
    The Corporation will have no authority to accelerate
    distributions of 2005 and Later Deferrals except as may be




    

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    permitted under Code section 409A. Any other rights of a
    Participant or retained authority of the Corporation with
    respect to 2005 and Later Deferrals shall be automatically
    modified and limited to the extent necessary so that the
    Participant will not be deemed to be subject to taxation under
    Code section 409A, or otherwise subject to taxation prior
    to the distribution of the benefits under the Plan.



 



    8. Section 7.2 is amended to read as follows:



 



    7.2. Termination.  The Corporation may at
    any time terminate this Plan provided that:



 



    (a) no such termination shall reduce amounts already
    credited to a Participant’s Account at such time; and



 



    (b) termination of the Plan will not accelerate the time of
    distributions nor cease the accrual of interest prior to the
    applicable event under Section 5.1 hereof, unless the
    Corporation, by action of its Board, shall elect to accelerate
    all distributions at the time it elects to terminate this Plan,
    except accelerated distributions of 2005 and Later Deferrals are
    authorized but only to the extent permitted under the Proposed
    Treasury Regulations
    §1.409A-3(h)(2)(viii)
    and any successor or other applicable regulation or guidance.



 



    IN WITNESS WHEREOF, the Corporation has caused this FIRST
    AMENDMENT TO THE FEDERAL HOME LOAN MORTGAGE CORPORATION
    EXECUTIVE DEFERRED COMPENSATION PLAN to be executed by its duly
    authorized officer, this 28th day of December, 2005.



 



    FEDERAL HOME LOAN




    MORTGAGE CORPORATION



 


			
	 	    By: 
	
    /s/  Paul
    George









    Paul George, EVP — HR



 



    ATTEST:



 



    /s/  Stacy
    Papadopoulos








    

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