exv10w28







 




    Exhibit
    10.28



 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION



 




    EXECUTIVE
    DEFERRED COMPENSATION PLAN



 




    As
    Amended and Restated

    January 1, 2008













 







    TABLE OF
    CONTENTS



 


	 	 	 
	
 
	
 
	
 

	

    Article I 

    Establishment of the Plan


	
 
	
    1

	
 
	
 
	
 

	

    Article II 

    Definitions


	
 
	
    1

	
 
	
 
	
 

	

    Article III 

    Eligibility and Participation


	
 
	
    4

	
 
	
 
	
 

	

    Article IV 

    Account


	
 
	
    5

	
 
	
 
	
 

	

    Article V 

    Deferral Elections and Payment of Distributions


	
 
	
    5

	
 
	
 
	
 

	

    Article VI 

    Administration


	
 
	
    10

	
 
	
 
	
 

	

    Article VII 

    Amendment and Termination


	
 
	
    10

	
 
	
 
	
 

	

    Article VIII 

    Miscellaneous


	
 
	
    11



















 







    FEDERAL
    HOME LOAN MORTGAGE CORPORATION

    EXECUTIVE DEFERRED COMPENSATION PLAN

    (Restated and Amended
    1/1/2008)



 




    ARTICLE I

    Establishment of the Plan



 



    1.1 Purpose.  The Federal Home Loan
    Mortgage Corporation (“Corporation”) hereby amends and
    restates the Executive Deferred Compensation Plan, which was
    last amended and restated effective January 1, 2002, and
    which was subsequently amended effective January 1, 2005.
    The purpose of the amended and restated Executive Deferred
    Compensation Plan (“Plan”) is to allow Corporation
    Executives to defer a portion of their Salary and Bonus. The
    Corporation intends that the Plan shall at all times be
    maintained on an unfunded basis for federal income tax purposes
    under the Internal Revenue Code of 1986, as amended
    (“Code”), and be administered as a “top hat”
    plan exempt from the substantive requirements of the Employee
    Retirement Income Security Act of 1974, as amended
    (“ERISA”). The Plan is intended to provide deferred
    compensation to a select group of management or highly
    compensated employees within the meaning of ERISA
    Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) (or
    successor(s) thereto). Because the Plan is available to all
    officers, the Plan is intended to constitute a “benefit
    plan of general applicability” for purposes of
    12 C.F.R. Section 1770.4(d)(3). No assets will be set
    aside to fund the Corporation’s liability under the Plan.



 



    1.2.  Effective Date and Effect on Other
    Plans.  The Plan as herein amended and restated
    shall be effective as of January 1, 2008 (“Effective
    Date”). As of the Effective Date, the terms of this
    restated and amended Plan document shall apply to 2005 and Later
    Deferrals, and supersede the Plan document effective
    January 1, 2002 as applicable to the 2005 and Later
    Deferrals. The terms of the Plan applicable to Pre-2005
    Deferrals are those contained in the Plan document effective
    January 1, 2002 (as amended).



 



    1.3.  Name.  The name of the Plan is
    the Federal Home Loan Mortgage Corporation Executive Deferred
    Compensation Plan.



 




    ARTICLE II

    Definitions



 



    2.1.  Administrator.  The
    Compensation and Human Resources Committee of the Board.



 



    2.2.  Beneficiary.  The individual or
    individuals designated by the Participant to receive
    distributions under this Plan in the event of the
    Participant’s death.



 



    2.3.  Board.  The Board of Directors
    of the Federal Home Loan Mortgage Corporation or such Committee
    thereof delegated to act on its behalf.



 



    2.4.  Bonus.  A cash bonus paid
    pursuant to the Corporation’s corporate-wide annual bonus
    program.




    

    1








 






    2.5.  Bonus Deferral Election.  An
    annual election to defer a portion, portions or all of a Bonus
    award not yet awarded, in the form specified by the
    Administrator, and subject to the terms of this Plan.



 



    2.6.  Compensation.  An
    Executive’s Salary and Bonus from the Corporation for the
    Plan Year.



 



    2.7.  Corporation.  The Federal Home
    Loan Mortgage Corporation, or any successor thereto.



 



    2.8.  Deferral Election.  The Bonus
    Deferral Election or the Salary Deferral Election.



 



    2.9.  Deferred Bonus.  The amount of
    Bonus, or any portion or portions thereof, which the Executive
    and the Corporation mutually agreed, by the applicable deferral
    election deadline, shall be deferred in accordance with this
    Plan.



 



    2.10.  Deferred
    Compensation.  Deferred Bonus and Deferred Salary.



 



    2.11.  Deferred Salary.  The amount
    of Salary, or any portion or portions thereof, which the
    Executive and the Corporation mutually agreed, by the applicable
    deferral election deadline, shall be deferred in accordance with
    this Plan.



 



    2.12 Employee.  Any Regular Full-Time or
    Part-Time employee, as defined in Freddie Mac Policy
    No. 3-221,
    Employment Classifications Policy (as may be amended, replaced
    or redesignated from time to time), who is on the payroll of the
    Corporation and not paid by accounts payable, and whose wages
    from the Employer are subject to withholding for the purposes of
    Federal income taxes and the Federal Insurance Contributions
    Act. For purposes of the Plan, Part-Time Employees include only
    those Employees who are regularly scheduled to work at least
    20 hours per week.



 



    The term Employee shall not include:



 



    (a) individuals whom the Corporation classifies, pursuant
    to Freddie Mac Policy
    No. 3-221,
    Employment Classifications Policy (as may be amended, replaced
    or redesignated from time to time), as



 



    (i) Co-Op, Work Study Students or Interns,



 



    (ii) Employment Agency Temporaries,



 



    (iii) Independent Contractors/Consultants, or



 



    (iv) Temporary Employees



 



    (or similar classification) regardless of the individuals’
    employment status under applicable law;



 



    (b) individuals who are retroactively classified as Regular
    Full-Time or Part-Time employees with respect to such period of
    retroactive classification; and




    

    2








 






    (c) Leased Employees (as defined in the Federal Home Loan
    Mortgage Corporation Employees’ Pension Plan).



 



    2.13.  Executive.  An Employee of the
    Corporation who is an officer of the Corporation at the level of
    vice president or above.



 



    2.14.  Interest Rate.  For a calendar
    year, the Prime Rate as of the first business day of such
    calendar year, plus 1%, or such other rate as the Administrator
    may determine in its discretion.



 



    2.15 Key Employee.  A Participant who is a
    “key employee” of the Company as defined in Code
    section 416(i) (without regard to Code
    section 416(i)(5)) at any time during the
    12-month
    period ending on December 31. If a Participant is a Key
    Employee as of December 31, the Participant will be treated
    as a Key Employee for the entire
    12-month
    period beginning on the April 1 following that December 31.
    For purposes of determining Key Employees, the definition of
    compensation in Treasury Regulations
    section 1.415(c)-2(d)(3)
    will apply.



 



    2.16.  Participant.  An Executive who
    has elected to participate in the Plan pursuant to
    Article III hereof and, where the context requires, a
    former Executive to whom payments are due under this Plan.



 



    2.17.  Plan Year.  The twelve
    (12) month period beginning on January 1 of the calendar
    year and ending on December 31 of the same calendar year.



 



    2.18.  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, together
    with earnings thereon. Pre-2005 Deferrals, including earnings
    thereon, are deferred amounts that are deemed to be
    grandfathered for purposes of Code section 409A.



 



    2.19.  Prime Rate.  The base rate on
    corporate loans at large U.S. money center commercial banks
    as reported by the Wall Street Journal.



 



    2.21.  Salary.  An Executive’s
    annual cash base pay for the Plan Year, as determined by the
    Administrator.



 



    2.22.  Salary Deferral Election.  An
    annual election to defer a portion of Salary not yet earned (not
    to exceed 80% of such Salary), in the form specified by the
    Administrator, and subject to the terms of this Plan.



 



    2.23.  Termination of Employment. A separation
    from the service of the Corporation which constitutes a
    “separation from service” within the meaning of
    Treasury Regulation § 1.409A-1(h) and any successor or
    other applicable regulation under Code section 409A.



 



    2.24.  2005 and Later
    Deferrals.  Deferred Compensation, together with
    earnings thereon, other than Pre-2005 Deferrals.




    

    3








 







    ARTICLE III

    Eligibility and Participation



 



    3.1.  Election to Defer Bonus.



 



    (a) Current Executives.  A current
    Executive may participate in the Deferred Bonus portion of this
    Plan for any Plan Year by executing a Bonus Deferral Election on
    or before December 31 of the prior Plan Year, in such form as is
    approved by the Administrator, electing to defer a set amount or
    amounts of any Bonus which may be earned for service solely in
    the following Plan Year (or later Plan Years), not to exceed the
    Bonus less applicable withholding taxes thereon, subject to the
    terms of this Plan. A Participant’s Bonus Deferral with
    respect to his Bonus for the Plan Year shall be expressed in
    such manner as designated by the Administrator.



 



    (b) Newly Hired and Promoted
    Executives.  An Executive whose employment
    commences during the Plan Year shall be eligible to participate
    in the Deferred Bonus portion of the Plan for such Plan Year, if
    permitted by the Administrator and on terms specified by the
    Administrator, by filing an election (in such form as is
    approved by the Administrator) within thirty (30) days
    after commencement of employment; provided, however, that the
    election shall be irrevocable upon filing, and the election
    shall apply solely to compensation earned after the filing of
    the election (determined in accordance with Treasury Regulation
    § 1.409A-2(a)(7)).
    Newly promoted Executives shall not be eligible to defer their
    Bonus applicable to their year of promotion.



 



    3.2.  Election to Defer Salary.



 



    (a) Current Executives.  A current
    Executive may participate in the Deferred Salary portion of this
    Plan for any Plan Year by executing a Salary Deferral Election
    on or before December 31 of the prior Plan Year, in such form as
    is approved by the Administrator, electing to defer a set amount
    of Salary to be earned in the following Plan Year, , subject to
    the terms of this Plan. A Participant’s Salary Deferral
    with respect to his Salary for the Plan Year shall be expressed
    in such manner as designated by the Administrator, and shall not
    exceed eighty (80) percent of the Salary for that Plan
    Year, as determined in such manner as designated by the
    Administrator.



 



    (b) Newly Hired and Promoted
    Executives.  Any person who commences employment
    as an Executive, is promoted to Executive status or otherwise is
    first designated as an Executive during a Plan Year may
    participate in the Deferred Salary portion of this Plan for such
    Plan Year by executing a Salary Deferral Election within thirty
    (30) days after the commencement of such employment or
    Executive status, as applicable, provided, however, that the
    election shall be irrevocable upon filing, and the election
    shall apply solely to compensation earned after the filing of
    the election (determined in accordance with Treasury Regulation
    § 1.409A-2(a)(7)).
    A new Executive’s Salary Deferral with respect to his
    Salary for the Plan Year shall be expressed in such manner as
    designated by the Administrator, and shall not exceed eighty
    (80) percent of the Salary for the Plan Year which is
    earned after the election.




    

    4








 






    3.3.  Revocation.  Once made, neither
    a Bonus Deferral Election nor a Salary Deferral Election, may be
    revoked, except as provided in Section 5.3.



 



    3.4.  Change of
    Status.  Notwithstanding any other provision of
    this Plan, in the case of any Executive whose status changes to
    that of a non-Executive while still employed by the Corporation,
    any election to defer Salary or to defer part or all of Bonus
    earned in the year in which such status changed or a prior year
    entered into prior to the occurrence of such change in status,
    or any deferral election that otherwise is irrevocable, shall be
    unaffected hereunder by such change in status. No new elections
    to defer Salary or Bonus will be permitted hereunder while such
    Employee remains in a non-Executive status. However, should such
    individual again become an Executive of the Corporation, his or
    her participation in the Plan thereafter while an Executive
    shall be governed by this Article III and other applicable
    provisions of the Plan, with such Executive deemed to be newly
    eligible for purposes of elections to defer to the extent
    permitted under Treasury Regulation
    § 1.409A-2(a)(7)(ii).



 




    ARTICLE IV

    Account



 



    4.1.  Account.  The Administrator
    shall establish, or cause to be established, an Account for each
    Participant hereunder.



 



    4.2.  Deferral Contribution.  Each
    Participant’s Account shall be credited by bookkeeping
    entries with cash amounts which the Participant has elected to
    defer by a Salary Deferral Election or Bonus Deferral Election
    hereunder as of the date such amounts would have been paid to
    such Participant had such Deferral Election not been in force.



 



    4.3.  Adjustments.  Each
    Participant’s Account shall be credited by bookkeeping
    entries with interest at the Interest Rate on each cash deferral
    from the date as of which such amount is credited under
    Section 4.2 above, compounded daily, until the applicable
    date or event to which such amounts have been deferred in
    accordance with Article V hereof. Each Participant’s
    Account shall be debited with any distribution hereunder.
    Interest shall be credited as of the last day of each month, and
    within thirty (30) days following the end of each month.



 




    ARTICLE V

    Deferral Elections and Payment of Distributions



 



    5.1.  Participant’s Salary and Bonus Deferral
    Elections.



 



    (a) Elections as to Deferral Period.  A
    Participant shall elect at the time of his or her respective
    Deferral Election to have the amount or amounts of Deferred
    Salary or Deferred Bonus (as applicable) subject to such
    Deferral Election, plus interest at the applicable Interest
    Rate, deferred until any number of whole years specified by the
    Participant in such Deferral Election (subject to
    Section 5.2(c)(1)); provided that in no event may the
    commencement of any distribution be deferred beyond the
    Participant’s Termination of Employment (plus any
    applicable period before payments begin under the Plan,
    including under Section 5.2(c)(1)); and provided further
    that the Administrator may impose such limitations on Deferral
    Elections as it may deem advisable for purposes of convenient
    administration of the Plan.




    

    5








 






    (b) Deferrals for a Period of Years.  If a
    Participant makes a Deferral Election for a period of years as
    specified in Section 5.1(a), the following rules shall also
    apply:



 



    (1) The Participant shall designate, at the time of such
    Deferral Election, one of the following methods of payment;
    (i) a lump-sum payment or (ii) reasonably equal annual
    installments over five (5), ten (10) or fifteen
    (15) years;



 



    (2) With respect to any such Deferral Election, the
    Participant shall also designate, at the time of such Deferral
    Election, one of the following methods of payment which shall
    apply in the event he or she experiences a Termination of
    Employment prior to the expiration of the period of years
    specified in the Deferral Election: (i) a lump sum or
    (ii) reasonably equal annual installments over five (5),
    ten (10) or fifteen (15) years.



 



    5.2 Scheduled Distributions. 



 



    (a) Lump-Sum Cash Payments.  (i) If a
    Participant elects a lump sum distribution under
    Section 5.1, all distributions equal to the cash balance in
    a Participant’s Account attributable to the Deferral
    Election in question shall be payable in a lump sum to the
    Participant by the Corporation, as of the applicable date or
    event under Section 5.1 for such Deferral Election (subject
    to Section 5.2(c)(1)); (ii) if a Participant dies
    prior to receipt of the lump sum, the lump sum shall be paid to
    the Participant’s Beneficiary. In the event of a lump-sum
    cash payment distributable under either (i) or (ii), the
    distribution shall occur within thirty (30) days after the
    applicable date or event and interest shall be credited through
    such applicable date or event.



 



    (b) Installment Cash Payments.  If a
    Participant elects installment payments in accordance with
    Section 5.1, such installments shall be payable as follows:



 



    (1) Timing of Payments.  The first
    installment shall be made during January of the Plan Year next
    following the Plan Year in which Termination of Employment or
    deferral expiration occurs, subject to Section 5.2(c)(1).
    The second installment shall be made in the January of the year
    next following the year in which the first installment was paid,
    subject to Section 5.2(c). All subsequent installments
    shall be made each January thereafter until the aggregate number
    of installments equals the number elected by the Participant.



 



    (2) Computation of Payments.  For payments
    to be made pursuant to Section 5.2(b)(1), the first
    installment (“Principal Amount”) shall be the quotient
    of (A) an amount equal to the balance of the
    Participant’s Account determined as of the date of
    Termination of Employment, and including interest accrued
    thereon through such date preceding the day of payment (subject
    to Section 5.2(c)(1)), divided by (B) the relevant number
    of installments elected by the Participant. Each subsequent
    installment shall be equal to the Principal Amount plus interest
    at the Interest Rate on the remaining balance of the relevant
    portion of the Participant’s Account through such date
    preceding the date of payment as the Administrator might
    determine.




    

    6








 






    (3) Payment to Beneficiary.  If a Participant
    dies prior to receipt of all of the applicable installment
    payments, the remaining cash balance of the applicable portion
    of the Participant’s Account shall be paid in a lump sum to
    the Participant’s Beneficiary within thirty (30) days
    after the date of death and interest shall be credited through
    such date preceding the date of payment as the Administrator
    might determine.



 



    (c) 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 triggered by a Termination of
    Employment of a Participant who, at the date of such Termination
    of Employment for a reason other than death or Disability , is a
    Key Employee, if any distribution (including an initial or
    subsequent installment) would be payable under this
    Section 5 at a date that is less than six months after the
    date of such Termination of Employment, such distribution shall
    instead be paid at the date six months after the Termination of
    Employment (without affecting the timing of any subsequent
    installment that is not within the six-month period following
    Termination of Employment). Any calculation of the amount of the
    interest due on the distribution (or installment) shall be
    calculated as of the day immediately preceding the date of such
    delayed distribution. Except as otherwise permitted under Code
    section 409A and guidance thereunder, a distribution
    subject to this Section 5.2(c)(1) cannot be paid out during
    the six month period upon the occurrence of any other event
    except in the event of death of the Participant.



 



    (2) Certain Elections Permitted in 2005, 2006 &
    2007.  Any election as to the time of distribution
    that may be made by a Participant with respect to Pre-2005
    Deferrals may also be made by a Participant in 2005, 2006 and
    2007 with respect to 2005 and Later Deferrals in accordance with
    IRS Notice
    2007-86, and
    the additional applicable Code section 409A guidance made
    reference to therein.



 



    (3) 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 under the Plan 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




    

    7








 






    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, the Administrator is
    authorized to permit elections with regard to 2005 and Later
    Deferrals in the form of Deferred Salary and Deferred Bonus in
    writing as specified in Article III and elsewhere in the
    Plan and otherwise in compliance with but to the fullest extent
    permitted under any other provision of Treasury Regulation
    § 1.409A-2(a).
    No distribution of 2005 and Later Deferrals will be made earlier
    than an event described in Code
    section 409A(a)(2)(A),
    and the Corporation will have no authority to accelerate
    distributions of 2005 and Later Deferrals, except as may be
    permitted under Code section 409A (in particular Treasury
    Regulation
    § 1.409A-3(j)(4)).
    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.



 



    5.3 Hardship Withdrawals.



 



    (a) Upon written application, a Participant may request a
    withdrawal of all or any portion of the amounts then credited to
    his or her Account prior to the time of payment applicable under
    Section 5.1 above in the case of an unforeseeable
    emergency. An “unforeseeable emergency” is defined as
    a severe financial hardship to the Participant resulting from an
    illness or accident of the Participant, the Participant’s
    spouse, or a dependent (as defined in Code section 152,
    without regard to Code Sections 152(b)(1), (b)(2), and
    (d)(1)(B)) of the Participant, loss of the Participant’s
    property due to casualty, or similar extraordinary and
    unforeseeable circumstances arising as a result of events beyond
    the control of the Participant, and otherwise meeting the
    definition set forth in Treasury Regulation
    § 1.409A-3(i)(3). The circumstances that will
    constitute an unforeseeable emergency will depend upon the facts
    of each case, but, in any case, payment may not be made to the
    extent that such hardship is or may be relieved —



 



    (1) Through reimbursement or compensation by insurance or
    otherwise,



 



    (2) By liquidation of the Participant’s assets, to the
    extent the liquidation of such assets would not itself cause
    severe financial hardship, or



 



    (3) By cessation of deferrals under the Plan.




    

    8








 






    Examples of what are not considered to be unforeseeable
    emergencies include the need to send a Participant’s child
    to college or the desire to purchase a home.



 



    (b) The amount to be withdrawn because of an unforeseeable
    emergency need shall not exceed the amount reasonably needed to
    satisfy such need, provided that such amount shall not exceed
    the amount necessary to relieve such emergency plus amounts
    necessary to pay taxes reasonably anticipated as a result of the
    withdrawal.



 



    (c) A Participant (who is not a retired or former
    Executive) shall make written application and present evidence
    of such need to the Chief Executive Officer of the Corporation.
    Upon the advice of tax counsel, the Chief Executive Officer is
    authorized to make the initial determination as to the existence
    of an unforeseeable emergency after reviewing the evidence
    presented by the Participant. Such determination shall not be
    made by the Chief Executive Officer as to an application made by
    himself or by the President of the Corporation. The Compensation
    and Human Resources Committee shall make such determination for
    the Chief Executive Officer and President of the Corporation. If
    the Chief Executive Officer, after reviewing the evidence, makes
    an initial determination denying the Participant’s
    application, the Participant may make a written appeal to the
    Administrator no later than thirty (30) days from the date
    of the initial denial. The Chief Executive Officer’s
    authority to act under this Section 5.3 is subject to the
    Administrator’s right to revoke such authority in
    Section 6.1 hereof. The decision of the Administrator shall
    be final, conclusive and binding upon the Participant and any
    and all persons claiming through the Participant.



 



    (d) A Participant who is a retired or former Executive to
    whom payments are due under this Plan may make written
    application for a hardship withdrawal and present evidence of
    such need as set forth in Section 5.3(c) above except that
    (i) the Executive heading the Human Resources Division
    shall perform the functions of the Chief Executive Officer set
    forth therein and (ii) the Chief Executive Officer shall
    perform the functions of the Compensation and Human Resources
    Committee set forth therein.



 



    (e) Upon a finding under this Section 5.3 that an
    unforeseeable emergency has occurred with respect to a
    Participant, any election of the Participant to defer
    compensation that will be earned in whole or part by services in
    the year in which the unforeseeable emergency occurred or is
    found to continue will be immediately cancelled with respect to
    any amounts payable thereafter to the Participant.



 



    5.5.  Designation of Beneficiary.



 



    (a) All designations of Beneficiary shall be on such forms
    as are specified by and filed with the Administrator. Any
    Beneficiary designation made by the Participant in accordance
    with this provision may be changed from time to time, without
    the consent of any previously designated Beneficiary, by filing
    with the Administrator a notice of such change on the form
    provided by the Administrator and such change of Beneficiary
    designation shall become effective upon receipt by the
    Administrator.



 



    (b) In the event a Participant’s Beneficiary would
    otherwise become entitled to a distribution hereunder, and all
    Beneficiaries designated by the Participant are not then




    

    9








 






    living, or if no valid Beneficiary designation is in effect, the
    Participant’s estate or duly authorized personal
    representative shall be deemed to have been designated by the
    Participant.



 




    ARTICLE VI

    Administration



 



    6.1 Administration.  The Plan shall be administered
    by the Compensation and Human Resources Committee, referred to
    herein as Administrator. Members of the Compensation and Human
    Resources Committee, if otherwise eligible, shall be eligible to
    participate in the Plan, but no such member shall be entitled to
    make decisions solely with respect to his or her participation.
    The Administrator shall be vested with full authority to make,
    administer and interpret such rules and regulations as it deems
    necessary to administer the Plan. Any determination, decision or
    action of the Administrator in connection with the construction,
    interpretation, administration or application of the Plan shall
    be final, conclusive and binding upon all Participants and any
    and all persons claiming under or through any Participant. The
    Administrator shall have the authority to:



 



    (a) Employ agents to perform services on behalf of the
    Administrator and to authorize the payment of reasonable
    compensation for the performance of such services; and



 



    (b) Delegate to designated employees or departments of the
    Corporation the authority to perform such of the
    Administrator’s administrative duties hereunder as may be
    delegated to such employees or departments.



 



    Pursuant to this authority and subject, in each case, to the
    right of the Administrator to revoke such delegations in writing
    at any time, (i) the record keeping and bookkeeping
    responsibilities under this Plan are hereby delegated to the
    Executive heading the Human Resources Division of the
    Corporation
    and/or such
    employees of that division as such Executive shall designate;
    and (ii) the determinations of hardship to the extent set
    forth in Section 5.3 hereunder are hereby delegated to the
    Chief Executive Officer of the Corporation.



 



    6.2. Costs.  The Corporation shall pay the
    costs of administering the Plan.



 



    6.3 Claims Procedure.  In the event that
    an Executive does not receive a Plan benefit that is claimed,
    the Executive shall be entitled to consideration and review
    conducted in a manner designed to comply with the applicable
    provisions of Section 503 of the Employee Retirement Income
    Security Act of 1974 (or successor thereto).



 




    ARTICLE VII

    Amendment and Termination



 



    7.1.  Amendment.  The Administrator may at any
    time amend this Plan; provided, however that (a) no
    amendment shall reduce amounts already credited to a
    Participant’s Account at the time of such amendment or,
    except as provided in Section 7.2(b) hereof, accelerate the
    distributions hereunder, and (b) any amendment that would
    exceed the scope of the authority delegated by the Board to the
    Administrator shall be subject to the approval of the Board.




    

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    7.2.  Termination.  The Corporation,
    acting through the Administrator or the Board, 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 Treasury
    Regulation § 1.409A-3(j)(4)(ix) and any successor or
    other applicable regulation or guidance.



 




    ARTICLE VIII

    Miscellaneous



 



    8.1.  No Right of
    Employment.  Nothing in the Plan shall be deemed
    to grant an Executive any rights other than those specifically
    outlined in the Plan. Nothing in the Plan shall be deemed to
    create any right of, or contract for, employment between an
    Executive and the Corporation.



 



    8.2.  Withholding.  The Corporation
    may deduct from any distributions due to any Participant or
    Beneficiary hereunder, any taxes required to be withheld by
    Federal, state or local governments.



 



    8.3.  Non-Assignability
    Clause.  Participants may not borrow from their
    Accounts in this Plan. Neither the Participant, nor his
    Beneficiary, nor any other designee, shall have any right to
    commute, sell, assign, encumber, transfer or otherwise convey
    the right to receive any distributions hereunder. Distributions
    and right thereto are expressly declared to be non-assignable
    and non-transferable and any attempted assignment or transfer
    shall be null and void.



 



    8.4.  Prohibition Against
    Funding.  Any provision for distributions
    hereunder shall be by means of bookkeeping entries on the books
    of the Corporation and shall not create in the Participant or
    Beneficiary any right to, or claim against any specific assets
    of the Corporation, nor result in the creation of any trust or
    escrow account for the Participant or Beneficiary. A Participant
    or Beneficiary entitled to any distributions hereunder shall be
    a general creditor of the Corporation.



 



    8.5.  Gender and Number.  As used
    herein the masculine pronoun shall include the feminine and
    neuter genders, the singular shall include the plural, and the
    plural the singular, unless the context clearly indicates a
    different meaning.



 



    8.6.  Controlling Law.  This Plan and
    the respective rights and obligations of the Corporation and the
    Participants and Beneficiaries shall be construed, administered
    and enforced in accordance with the laws of the Commonwealth of
    Virginia (other than the choice of law provisions thereof),
    except to the extent preempted by Federal law.




    

    11








 






    8.7.  Severability.  The invalidity
    or unenforceability of any provision of this Plan shall not
    affect the other provisions, and the Plan shall be construed in
    all respects as if any invalid or unenforceable provisions were
    omitted.



 



    8.8.  Anticipation of
    Benefits.  Neither the Participant nor any
    Beneficiary or Beneficiaries entitled to payments or any other
    benefits after the death of the Participant shall have the power
    to transfer, assign, anticipate, modify or otherwise encumber in
    advance any of the payments that may become due hereunder; nor
    shall any such payments be subject to attachment, garnishment or
    execution, or be transferable by operation of law in event of
    bankruptcy, insolvency or otherwise.



 



    IN WITNESS WHEREOF, the Corporation has caused this EXECUTIVE
    DEFERRED COMPENSATION PLAN, as amended and restated effective
    January 1, 2008, to be executed by its duly authorized
    officers, this 26th day of December, 2007.



 



    FEDERAL HOME LOAN

    MORTGAGE CORPORATION



 


			
	 	    By: 
	
    /s/  Julie
    Peterson









    Julie Peterson




    Vice President, Compensation & Benefits



 




    ATTEST:
    



 



    /s/  Stacy
    Papadopoulos








    Assistant Secretary




    

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