exv10w33







 




    Exhibit 10.33



 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION



 




    SUPPLEMENTAL
    EXECUTIVE RETIREMENT 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 

    The Thrift/401(k) SERP Benefit


	
 
	
    4

	
 
	
 
	
 

	

    Article V 

    The Pension SERP Benefit


	
 
	
    5

	
 
	
 
	
 

	

    Article VI 

    Payment of Benefits


	
 
	
    6

	
 
	
 
	
 

	

    Article VII 

    Administration


	
 
	
    11

	
 
	
 
	
 

	

    Article VIII 

    Amendment and Termination


	
 
	
    12

	
 
	
 
	
 

	

    Article IX 

    Miscellaneous


	
 
	
    13

	
 
	
 
	
 

	

    Appendix 1


	
 
	
    16



















 







    FEDERAL
    HOME LOAN MORTGAGE CORPORATION

    SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



 




    ARTICLE I




    Establishment of the Plan



 



    1.1. Purpose. The Federal Home Loan Mortgage Corporation
    (“Corporation”) hereby amends and restates the
    Supplemental Executive Retirement Plan, which was last amended
    and restated effective January 1, 1998, and subsequently
    amended effective January 1, 1999 and January 1, 2005.
    The amended and restated Supplemental Executive Retirement Plan
    (“Plan”) is a non-qualified plan intended to make up
    to Executives (as defined below) employer provided contributions
    and/or benefits under the Federal Home Loan Mortgage Corporation
    Employees’ Pension Plan (the “Pension Plan”) and
    the Federal Home Loan Mortgage Corporation Thrift/401(k) Savings
    Plan (the “Thrift/401(k) Plan”) which Executives lose
    due to:



 



    (a) The application of Internal Revenue Code
    Section 415,



 



    (b) The cap on annual compensation which can be considered
    for inclusion under the Thrift/401(k) Plan and the Pension Plan
    set by Internal Revenue Code Section 401(a)(17) (or
    successor thereto), and



 



    (c) The exclusion of Deferred Amounts from the definition
    of compensation (or its equivalent) under the Thrift/401(k) Plan
    and Pension Plan.



 



    A Supplemental Retirement Benefit may also be granted under the
    Plan, in accordance with Section 9.1.



 



    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 (the
    “Code”), and 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, it 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. The Plan as amended and restated at
    January 1, 2008 shall be effective as of January 1,
    2008, except that elections in 2007 within the scope of
    Section 6.5(b)(i) shall be governed by that provision as
    restated herein.



 




    ARTICLE II

    Definitions



 



    2.1 Accrual. A recordkeeping mechanism to track projected
    benefits for Participants. Accruals shall be deemed either
    “Pre-2005 Accruals” or “2005 and Later
    Accruals.” A Participant’s “Pre-2005
    Accrual” is his or her “grandfathered” Accrual
    (accrued and fully vested as of December 31, 2004),
    including any applicable Earnings and Interest thereon, under
    Code




    

    1








 






    section 409A, determined in accordance with Treasury Regulation
    §1.409A-6(a)(3)
    and any successor regulation or other applicable guidance or
    regulation under Code section 409A. A Participant’s
    “2005 and Later Accrual” is his or her Accrual in
    excess of his or her Pre-2005 Accrual.



 



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



 



    2.3. Basic Contribution. The “Basic
    Contribution” as defined in the Thrift/401(k) Plan.



 



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



 



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



 



    2.6. Compensation. An Executive’s
    “Compensation” as defined in the Pension Plan.



 



    2.7. Corporation. The Federal Home Loan Mortgage
    Corporation.



 



    2.8. Deferred Amounts. Any amount deferred by Executives
    for future payment under the Federal Home Loan Mortgage
    Corporation Executive Deferred Compensation Plan determined at
    time of deferral.



 



    2.9. Disability. With respect to 2005 and Later Accruals,
    a Participant shall be considered disabled if the Participant
    has been determined by the Social Security Administration to be
    totally disabled. With respect to Pre-2005 Accruals, a
    Participant shall be considered disabled if the Participant is
    eligible, as determined by the Administrator in its sole
    discretion, to receive disability benefits under Title II
    of the Federal Social Security Act or disability benefits under
    the Federal Home Loan Mortgage Corporation Long-Term Disability
    Plan.



 



    2.10. Disability Retirement Date. The date on which,
    under the Pension Plan, a Participant who is Disabled would
    commence receiving benefits.



 



    2.11 Earnings. The net gain or loss, determined on a
    percentage basis, on the aggregate of the Participant’s
    Thrift/401(k) SERP Benefit accruals to be credited with earnings
    under the Plan, such gain or loss based upon the
    Participant’s direction of the “investment” of
    such accruals in the investment funds made available under this
    Plan (such funds to be limited to one or more of the investment
    options available under the Thrift/401(k) Plan) and calculated
    on a daily basis. The mechanism by which Participants shall
    invest their accruals to be credited with Earnings, as well as
    any rules or procedures for such investment (including treatment
    of Earnings should no “investment” election be made by
    a Participant for a particular year), shall be determined by the
    Administrator (or its delegate) in its sole discretion.



 



    2.12. Executive. All Corporation officers at the level of
    vice president or above; provided, however, that notwithstanding
    any other provision in this Plan, an Executive whose status
    changes to that of a non-Executive while still employed by the
    Corporation will be treated as an Executive hereunder until the
    end of the calendar year in which such change of status occurs.
    After such year such person shall not be eligible to actively
    participate in this Plan with respect to the period in which he
    remains a non-Executive. In the event an Executive’s status
    changes to that




    

    2








 






    of a non-Executive, Accruals attributable to Thrift/401(k) SERP
    Benefits will be maintained under the Plan (and will continue to
    be credited with Interest or Earnings, as the case may be) and
    Accruals attributable to the portion of the Pension SERP Benefit
    described in Section 5.2(a) will be maintained under the
    Plan until such time as distribution occurs in accordance with
    Article VI hereof, and Accruals attributable to the portion
    of the Pension SERP Benefit described in Section 5.2(b)
    will be readjusted at the time of such distribution.



 



    2.13. Executive Deferred Compensation Plan. The Federal
    Home Loan Mortgage Corporation Executive Deferred Compensation
    Plan.



 



    2.14. Interest. From the Effective Date until such time
    as designated by the Administrator, the average annual yield of
    the Thrift/401(k) Plan’s Guaranteed Investment Contract
    Fund for the most recent calendar year. At such time as is
    determined by the Administrator, Interest shall be the average
    annual yield of the Money Market Fund of the Thrift/401(k) Plan
    for the most recent calendar year. Interest shall be compounded
    for each calendar year based on the applicable rate for the year.



 



    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. Matching Contribution. The “Matching
    Contribution” as defined in the Thrift/401(k) Plan.



 



    2.17. Normal Form of Payment. The form of payment
    described in Article VI and designated as the Normal Form
    of Payment for each distributable event and for each of the
    Thrift/401(k) SERP Benefit and the Pension SERP Benefit.



 



    2.18. Participant. An Executive who has met the
    eligibility requirements under Section 3.1 and who has
    completed such enrollment process as may be required under
    Section 3.2.



 



    2.19. Pension SERP Benefit. The Accrual, as adjusted each
    calendar year, which is recorded by the Corporation to
    compensate Participants for benefits lost because of
    Compensation which is ineligible under the Pension Plan as
    prescribed in Code Section 401(a)(17) (or successor
    thereto), the imposition of the Code Section 415(b) limit
    under the Pension Plan, and the exclusion of Deferred Amounts in
    the definition of compensation (or equivalent term) under the
    Pension Plan.



 



    2.20. Retirement. In the case of Pre-2005 Accruals,
    retirement in accordance with the eligibility provisions of
    Article V and the retirement benefit provisions of
    Article VI of the Pension Plan as in effect October 3,
    2004. The term “Retirement” is not applicable to 2005
    and Later Accruals.



 



    2.21. Spouse. The person legally married to the
    Participant on the date of the Participant’s death under
    the laws of the jurisdiction in which the marriage was entered.




    

    3








 






    2.22 Supplemental Retirement Benefit. The supplemental
    retirement benefit provided under Article IX.



 



    2.23. Termination of Employment. With respect to 2005 and
    Later Accruals, 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. With respect to Pre-2005 Accruals, the earlier of
    a Participant’s separation from service, Retirement or
    Disability.



 



    2.24. Thrift/401(k) SERP Benefit. The annual Accrual, as
    adjusted periodically, which is recorded by the Corporation to
    compensate Participants for the portion of the Matching
    Contribution and Basic Contribution (to the Thrift/401(k) Plan)
    lost due to the Code Section 415(c) limitation, the
    compensation cap as set forth in Code Section 401(a)(17)
    (or successors thereto), and the exclusion of Deferred Amounts
    in the definition of compensation (or equivalent term) under the
    Thrift/401(k) Plan.



 




    ARTICLE III




    Eligibility and Participation



 



    3.1. Eligibility. In order to be eligible for this Plan,
    Executives must be eligible to participate in the
    Corporation’s Pension Plan and be eligible for Matching
    Contributions and Basic Contributions under the Thrift/401(k)
    Plan for at least a portion of a calendar year. In addition, to
    be eligible for the portion of the Thrift/401(k) SERP Benefit
    attributable to Matching Contributions the Executive must
    contribute the maximum amount permitted under the terms of the
    Thrift/401(k) Plan on a pre-tax basis throughout the entire
    calendar year (or for the portion of the year for which the
    Executive is eligible to participate in the Thrift/401(k) Plan).
    If an Executive contributes less than such maximum amount, he or
    she will not be eligible for the portion of the Thrift/401(k)
    SERP Benefit attributable to the Matching Contribution for that
    calendar year, but he or she will be eligible for that portion
    of the Thrift/401(k) SERP Benefit in the next year in which the
    Executive contributes the maximum amount for the full calendar
    year.



 



    3.2. Participation. If an Executive meets the eligibility
    requirements set forth in Section 3.1 above, the Executive
    shall be eligible to participate in the Plan. In order to become
    a Participant the Executive shall complete such enrollment
    process as may be required by the Administrator.



 




    ARTICLE IV




     The Thrift/401(k) SERP Benefit



 



    4.1. Basis of Benefit.



 



    (a) The Thrift/401(k) SERP Benefit will be determined based
    on: (i) the Executive’s calendar year Compensation;
    (ii) the limitation set forth in Code Section 415(c)
    (or successor thereto) for the calendar year; (iii) the
    compensation cap described in Code Section 401(a)(17) (or
    successor thereto) for the calendar year and; (iv) the
    exclusion of Deferred Amounts from the definition of
    compensation (or its equivalent) under the Thrift/401(k) Plan.




    

    4








 






    (b) No Thrift/401(k) SERP Benefit will be accrued for a
    Participant (i) with respect to the Basic Contribution
    unless the Participant is employed on the last day of the
    calendar year in question and (ii) with respect to the
    Matching Contribution, unless the Participant has made the
    maximum contribution described in Section 3.1 above.



 



    4.2. Calculation. The Thrift/401(k) SERP Benefit equals
    the excess of (a) over (b) where:



 



    (a) is the amount of the Matching Contribution and Basic
    Contribution which would have been made to the Thrift/401(k)
    Plan for the calendar year in question without regard to the
    limitations set forth in Code Section 415(c) and the cap
    described in Code Section 401(a)(17) (or successor sections
    thereto), but based on including the Deferred Amounts as if they
    were included in the definition of compensation under the
    Thrift/401(k) Plan, and



 



    (b) is the amount of the Matching Contribution and Basic
    Contribution to the Thrift/401(k) Plan for the calendar year in
    question with the application of the limitations, caps and
    exclusions referred to in subparagraph (a) above.



 



    4.3. Accrual of Thrift/401(k) SERP Benefit. The
    Thrift/401(k) SERP Benefit for each Participant as calculated
    pursuant to Section 4.2 shall be accrued (as to timing and
    amount) in a manner consistent with that in which a Basic
    Contribution and Matching Contribution would have been made by
    the Corporation on the Participant’s behalf to the
    Thrift/401(k) Plan.



 



    4.4. Crediting of Earnings and Interest. A
    Participant’s Thrift/401(k) SERP Benefit, once accrued,
    shall be (a) retroactively adjusted to reflect any failure
    by the Participant to either satisfy the Thrift/401(k) Plan
    maximum contribution requirement set forth in Section 3.1
    (such adjustment to include a corresponding change in Earnings
    on the adjusted amounts; and (b) credited with Earnings,
    except that as of the date of Termination of Employment and
    until a total distribution (if any) is made in accordance with
    the Plan such Thrift/401(k) SERP Benefit shall be credited with
    Interest, unless otherwise provided in Article VI.



 




    ARTICLE V




     The Pension SERP Benefit



 



    5.1. Basis of Benefit. The Pension SERP Benefit will be
    determined based on: (i) the Executive’s calendar year
    Compensation; (ii) the limitation set forth in Code
    Section 415(b) (or successor thereto) for the calendar
    year; (iii) the compensation cap described in Code
    Section 401(a)(17) (or successor thereto) for the calendar
    year and; (iv) the exclusion of Deferred Amounts from the
    definition of compensation (or its equivalent) under the Pension
    Plan. A Pension SERP Benefit shall be payable only if the
    Participant is vested under the Pension Plan.



 



    5.2. Calculation. The Pension SERP Benefit, determined
    for each Participant and adjusted each calendar year equals the
    excess of (a) over (b) where:



 



    (a) is the Participant’s accrued annuity benefit
    payable at 65 (or current age, if greater) under the Pension
    Plan calculated (i) without regard to the limits of Code
    Section 401(a)(17) and Code Sections 415 (or successor
    sections thereto), and (ii) based on all of the
    Participant’s Compensation plus any Deferred Amounts, and




    

    5








 






    (b) is the Participant’s accrued annuity benefit
    payable at age 65 (or current age, if greater) under the Pension
    Plan.



 



    The amount of a Participant’s Pension SERP Benefit
    calculated in accordance with this Section 5.2 may decrease
    or increase from one year to the next, and nothing contained in
    this document should be interpreted to preclude this possibility.



 



    5.3. Lump Sum Pension SERP Benefit. The present value, as
    of the “specified date” in the “year of
    calculation”, of the annuity benefit described in
    Section 5.2. The present value is calculated based on the
    same actuarial assumptions and the same methodology used by the
    Corporation for calculating a lump sum benefit under the Pension
    Plan.



 




    ARTICLE VI

     Payment of Benefits 



 



    6.1. Payment of Benefits — 2005 and Later
    Accruals. The Payment of Benefits provisions applicable to
    the Pre-2005 Accruals are located in Appendix 1 to this
    document, which is a part hereof. This Section 6.1 applies
    solely to 2005 and Later Accruals.



 



    Thrift/401(k) SERP benefits shall be paid in the form of payment
    described in Section 6.2(a). The Pension SERP Benefit shall
    be paid in the form of payment described herein as the
    “Normal Form of Payment” for the Pension SERP Benefit
    under Section 6.2(b), unless the Participant has validly
    elected to receive payment in an alternate form otherwise
    available under the Plan (if any) to the extent the
    Administrator has authorized such elections.



 



    (a) The portion of Thrift/401(k) SERP Benefit funds accrued
    for the Basic Contribution shall be payable in accordance with
    the payment provisions of this Article, to the extent that the
    Participant is vested in his/her Basic Contribution under the
    Thrift/401(k) Plan; any Thrift/401(k) SERP Benefit relating to a
    Basic Contribution that is not vested at the time of a
    Participant’s Termination of Employment shall be forfeited.



 



    (b) The portion of Thrift/401(k) SERP Benefit funds accrued
    for the Matching Contribution shall be payable in accordance
    with the payment provisions of this Article.



 



    (c) The Pension SERP Benefit will be paid out in accordance
    with this Article provided the Participant is vested in his/her
    Pension Plan benefit in accordance with the Pension Plan; any
    Pension SERP Benefit relating to a benefit under the Pension
    Plan that is not vested at the time of a Participant’s
    Termination of Employment shall be forfeited.



 



    6.2. Termination of Employment (for Reasons Other Than Death
    or Disability) — 2005 and Later Accruals. The
    terms applicable to the payment of Pre-2005 Accruals are located
    in Appendix 1 to this document, which is a part hereof.
    This Section 6.2 applies solely to 2005 and Later Accruals.



 



    Upon a Participant’s Termination of Employment (for reasons
    other than death or Disability), benefits shall be paid as
    follows:




    

    6








 






    (a) Distribution of Thrift/401(k) SERP Benefit. The
    Thrift/401(k) SERP Benefit accrued for the Participant
    hereunder, as adjusted for Earnings and Interest thereon, shall
    be paid in the form of a lump sum within ninety (90) days
    after the end of the calendar year in which such Termination of
    Employment (for reasons other than death or Disability) occurs
    (subject to delay in accordance with Section 6.5(c)(iii), if
    applicable). As of the date of Termination of Employment (for
    reasons other than death or Disability) and thereafter, any
    accrued balance shall be credited with Interest until paid.



 



    (b) Distribution of Pension SERP Benefit. The
    Pension SERP Benefit accrued for a Participant hereunder shall
    be paid:



 



    (i) If no alternative distribution applies under
    Section 6.2(b)(ii), in the form of the Normal Form of
    Payment, which shall be a Lump Sum Pension SERP Benefit, within
    ninety (90) days after the end of the calendar year in
    which such Termination of Employment occurs (subject to delay in
    accordance with Section 6.5(c)(iii), if applicable). The
    “year of calculation” for purposes of Section 5.3
    shall be the calendar year in which the first payment would be
    made under this Section 6.2(b)(i), and the “specified
    date” shall be January 1; or



 



    (ii) In accordance with the Participant’s valid
    election, in one of the following forms:



 



    (X) a single life annuity payable for the life of the
    Participant commencing at age 65 (subject to
    Section 6.5(c)(iii) if applicable), or;



 



    (Y) in five (5), ten (10) or fifteen (15) equal
    annual installments (the “Installment Period”), of
    which the first such installment shall be paid within ninety
    (90) days following the end of the calendar year in which
    such Termination of Employment occurs (subject to delay in
    accordance with Section 6.5(c)(iii), if applicable), and
    the remaining installments within the same period following the
    end of each of the four (4), nine (9) or fourteen
    (14) succeeding calendar years, as the case may be. Each
    installment payable pursuant to this subsection (Y) shall
    be equal to an amount calculated by multiplying the lump sum
    amount in 6.2(b)(i) by a fraction, the numerator of which is 1
    and the denominator of which is the applicable Installment
    Period, plus Interest on the distributable portion from the date
    of Termination through the date of distribution.



 



    In order to be valid, a Participant’s election regarding an
    available alternative distribution form must be made pursuant to
    such rules that the Administrator, in its discretion, might
    promulgate, and comply with the requirements of
    Section 6.5(b).



 



    (c) Minimum Payment Size. Notwithstanding
    (b) above, the balance of the Pension SERP Benefit shall be
    paid to a Participant in a lump sum if the balance of the SERP
    Pension Benefit, excluding Pre-2005 Accruals, is $50,000 or less
    at any time, then the Participant’s SERP Pension Benefit
    2005 and Later Accruals shall be paid out automatically in a
    lump sum; provided that benefit payments have not commenced in
    the form of an annuity described in Section 6.2(b)(ii)(X),
    above. Benefit payments which have commenced in the form of a
    single life annuity shall not be accelerated. Lump-sum




    

    7








 






    payment under this Section shall be made within ninety
    (90) days following the end of the year as of which the
    balance did not exceed $50,000.



 



    6.3. Death Benefits — 2005 and Later Accruals.
    The Death Benefits provisions applicable to the Pre-2005
    Accruals are located in Appendix 1 to this document, which
    is a part hereof. This Section 6.3 applies solely to 2005
    and Later Accruals.



 



    (a) Prior to Termination of Employment. In the event
    of a Participant’s death prior to Termination of
    Employment, his or her Beneficiary will receive the full vested
    amount of the accrued Thrift/401(k) SERP Benefit and Pension
    SERP Benefit (if any) in the form of lump sum within ninety
    (90) days of notification of death without additional
    Interest or Earnings accruing after date of death. For purposes
    of Section 5.3, the “year of calculation” shall
    be the calendar year in which death occurs, and the
    “specified date” shall be the date of death.



 



    (b) After Termination of Employment. In the event of
    a Participant’s death after Termination of Employment (or
    Disability Retirement Date to the extent applicable under
    Section 6.4), the Participant’s Beneficiary shall
    receive any remaining vested amounts of Thrift/401(k) SERP
    Benefit and Pension SERP Benefits accrued but unpaid (if any) as
    of the Participant’s date of death, provided that the
    Participant’s accruals were not being distributed in the
    form of a single life annuity, in which case no additional
    amounts shall be paid. Payment will be made in a lump sum within
    ninety (90) days of notification of death, without
    additional Earnings, Interest or adjustment for early payment of
    installments. For purposes of Section 5.3, the “year
    of calculation” shall be the calendar year in which the
    death occurs, and the “specified date” shall be the
    date of death.



 



    (c) Designation of Beneficiary. All Beneficiary
    designations 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 at any time prior to death by filing with the
    Administrator a notice of such change on the form provided by
    the Administrator. In the event of a Participant’s death,
    if all Beneficiaries designated by the Participant are not then
    living, or if no valid Beneficiary designation is in effect, the
    following shall be deemed to have been designated by the
    Participant, in the following order of priority: (i) the
    Participant’s Spouse, if surviving; or, if not,
    (ii) equally to any surviving children of the Participant,
    or, if none, (iii) to the Participant’s estate or duly
    authorized personal representative.



 



    6.4. Disability Benefits -2005 and Later Accruals. The
    Disability Benefits provisions applicable to Pre-2005 Accruals
    are located in Appendix 1 to this document, which is a part
    hereof. This Section 6.4 applies solely to 2005 and Later
    Accruals.



 



    Notwithstanding other provisions of this Article, in the event
    of Disability of a Participant the provisions of this
    Section 6.4 shall govern in lieu of Section 6.2, and
    Section 6.3 shall apply as modified herein.



 



    (a) Thrift/401(k) SERP Benefits. In the event of
    Disability, the full amount of the Participant’s
    Thrift/401(k) SERP Benefit accruals as of the date on which the
    Disability is found to have occurred shall be paid in a lump
    sum, which shall be paid as soon as administratively practicable
    but in no event later than ninety (90) days after the




    

    8








 






    determination as to the Participant’s Disability is made,
    without additional Interest accruing after the date of
    Disability.



 



    (b) Pension SERP Benefit. In the event of
    Disability, the Participant’s Pension SERP Benefit
    hereunder shall be paid:



 



    (i) If no alternative distribution applies under
    Section 6.4(b)(ii), in the form of the Normal Form of
    Payment, which shall be a Lump Sum Pension SERP Benefit payable
    as soon as administratively practicable after the Disability
    Retirement Date but in no event later than ninety (90) days
    after that date, without additional interest accruing. For
    purposes of Section 5.3, the “year of
    calculation” shall be the calendar year in which the
    Disability Retirement Date falls, and the “specified
    date” shall be the first day of the month in which the
    Disability Retirement Date falls; or



 



    (ii) If validly elected by the Participant, at the time and
    by the method of payment that would have applied upon
    Participant’s Termination of Employment under
    Section 6.2(b)(ii).



 



    Notwithstanding the above, if the distribution is being made in
    accordance with (b)(ii) then if at any time the lump sum value
    of the Pension SERP Benefit is equal to or less than $50,000, a
    lump-sum payment of such amount shall be made within ninety
    (90) days following the end of the calendar year in which
    such Disability Retirement Date occurs; provided however, that
    benefit payments which have commenced in the form of a single
    life annuity shall not be accelerated.



 



    (c) Death During Disability. In the event of the
    death of a disabled Participant prior to the Participant’s
    Disability Retirement Date, Section 6.3(a) shall be applied
    by substituting the term “Disability Retirement Date”
    for the term “Termination of Employment”. In the event
    of the death of a disabled Participant after the
    Participant’s Disability Retirement Date, but before
    payments under Section 6.4(b)(ii) have been completed,
    Section 6.3(b) shall be applied by substituting the term
    “Disability Retirement Date” for “Termination of
    Employment.”



 



    6.5. General Provisions.



 



    (a) Limited Right to Elect Deferrals; No Borrowing; No
    Hardship Withdrawals. Except as provided in this
    Section 6.5, neither a Participant nor a Beneficiary may
    elect to defer (or accelerate) payment of any benefit provided
    hereunder beyond (or before) the time of payment specified in
    this Article. Participants may not borrow from the Thrift/401(k)
    SERP Benefit or Pension SERP Benefit Accruals recorded for their
    benefit, or from any Supplemental Retirement Benefit accrued
    under this Plan. No hardship withdrawals shall be permitted
    under the Plan.



 



    (b) Elections as to Form of Benefit. A Participant
    may make elections as to the form of payment of 2005 and Later
    Accruals, to the extent such elections are specified in
    Sections 6.2(b)(ii), and 6.4(b)(ii), above, in accordance
    with subsection (i) and (ii) below, subject to any
    limitations and additional conditions as may be established by
    the Administrator and in any event in compliance with Code
    section 409A. This election is permitted by, and authorized
    in reliance on, IRS Notice 2007-86 and the additional applicable
    Code Section 409A guidance made reference to therein:




    

    9








 






    (i) A Participant may file an election described in this
    paragraph (b) not later than December 31, 2007, which
    election shall apply to the full amount of existing and future
    2005 and Later Accruals. If this election is made in 2006 or
    2007, such election shall not delay any distribution otherwise
    payable in the calendar year in which the election is made, and
    any distribution that would result from this election in the
    year in which it was made will be automatically delayed until
    January of the following calendar year. This election is
    permitted, and authorized in reliance on, IRS Notice 2007-86 and
    the additional applicable Code Section 409A guidance made
    reference to therein.



 



    (ii) A Participant, upon first becoming eligible to
    participate in the Plan, may file an election described in this
    paragraph (b) not later than 30 days after becoming
    eligible to participate (the “Initial Election
    Period”), which election shall apply to 2005 and Later
    Accruals in accordance with Code
    Section 409A(a)(4)(B)(ii)
    and regulations thereunder, which shall become irrevocable at
    the conclusion of the Initial Election Period.



 



    (iii) After that Initial Election Period, with respect to
    2005 and Later Accruals a Participant may elect an available
    alternative distribution form available under
    Sections 6.2(b)(ii) or 6.4(b)(ii), which new election shall
    be irrevocable upon the Administrator’s receipt thereof
    (the “Alternative Distribution Election”). A single
    change to an Alternative Distribution Election may be made, and
    shall be irrevocable upon receipt by the Administrator (the
    “Alternative Distribution Re-election”). A
    distribution election shall apply to the Participant’s
    entire Pension SERP Benefit. There shall be no other
    opportunities to elect an alternative distribution form under
    the Plan.



 



    Alternative Distribution Elections and Alternative Distribution
    Re-elections will be administered pursuant to the terms of
    Treas.
    Reg. 1.409A-2.
    An Alternative Distribution Election and an Alternative
    Distribution Re-election must be filed with the Administrator at
    least 12 months prior to the date that payment would
    otherwise commence, shall not take effect until 12 months
    after the date the election is made, and commencement of payment
    shall be delayed 5 years from the date such payment would
    have otherwise commenced, but for the new election.



 



    (c) General Rules for Compliance with 409A. It is
    intended that the terms of this Plan and Participant rights
    hereunder meet applicable requirements of Code section 409A
    so that a Participant is not taxed under Code section 409A
    with respect to Accruals under this Plan and is not taxed
    otherwise with respect to Accruals 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 Accruals and associated Earnings and Interest
    are intended to be “grandfathered” under Code
    section 409A, and Pre-2005 Accruals 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




    

    10








 






    October 3, 2004, shall be effective with respect to any
    Pre-2005 Accrual if such change would constitute a
    “material modification” within the meaning of
    applicable guidance or regulations under Code section 409A.



 



    (iii) 2005 and Later Accruals are intended to meet the
    requirements for deferred compensation under Code
    section 409A. All elections permitted with respect to such
    2005 and Later Accruals must comply with applicable requirements
    of Code section 409A. In particular, no distribution of
    2005 and Later Accruals will be made earlier than the
    Participant’s death, Disability or Termination of
    Employment. If a distribution of 2005 and Later Accruals occurs
    as a result of 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 Key Employee, 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 Accruals
    except to the extent 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 Accruals 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.



 



    6.6. Payment of Supplemental Retirement Benefit. To the
    extent that a Supplemental Retirement Benefit has been awarded
    in accordance with Section 9.1, the entire Supplemental
    Retirement Benefit shall be distributed in accordance with the
    documents authorizing the grant of the Supplemental Retirement
    Benefit.



 




    ARTICLE VII




    Administration



 



    7.1. Administrator. The Plan shall be administered by the
    Administrator. 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.



 



    (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 recordkeeping responsibilities
    (including the determination to change the measure of Earnings
    under Section 2.11 and Interest under Section 2.14
    hereof) under this Plan are hereby delegated to the executive in
    charge of the Human




    

    11








 






    Resources Division of the Corporation and/or such employees of
    that Department as that executive shall designate, and
    (ii) the approval authority for any form of payment other
    than the Normal Form of Payment (as limited under
    Appendix 1), for Participants other than the Chief
    Executive Officer and the President of the Corporation, is
    hereby delegated to the Chief Executive Officer of the
    Corporation, provided that such approvals shall be rendered in
    the sole discretion of the Chief Executive Officer and in the
    best interests of the Corporation.



 



    7.2. Cost. The Corporation shall pay the costs of
    administering the Plan.



 



    7.3 Claims Procedure. In the event that an Executive does
    not receive a SERP benefits 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 VIII




     Amendment and Termination



 



    8.1. Amendment. The Corporation, acting through its Board
    or the Board’s designee, may at any time amend this Plan,
    in whole or in part, by an instrument in writing, executed by
    the Board or its designee; provided, however that no amendment
    shall affect the accruals already made for Thrift/401(k) SERP
    Benefit and Pension SERP Benefit purposes or, except as provided
    in Section 8.2(b) below, accelerate the payment of benefits
    prior to Termination of Employment or death.



 



    8.2. Termination. The Corporation, acting through its
    Board or the Board’s designee, may at any time terminate
    this Plan by an instrument in writing executed by the Board or
    its designee; provided, however that:



 



    (a) No such termination shall affect the accruals already
    made for Thrift/401(k) SERP Benefit and Pension SERP Benefit
    purposes,



 



    (b) Termination of the Plan will not accelerate the time of
    payment of benefits hereunder, nor cease the accrual of Earnings
    or Interest, unless the Corporation, by action of its Board or
    designee, shall elect to accelerate the payment of all benefits
    at the time it terminates the plan; provided, however, that no
    authority shall exist to terminate the plan and accelerate
    payment of benefits with respect to 2005 and Later Accruals to
    the extent such authority exceeds what is permissible under Code
    section 409A without causing Participants to incur tax under
    Code section 409A.



 




    ARTICLE IX




     Miscellaneous



 



    9.1. Supplemental Retirement Benefit for Executives.
    Notwithstanding any provision herein to the contrary, the
    Administrator, in its discretion, may grant an Executive a
    Supplemental Retirement Benefit, in addition to the
    Thrift/401(k) SERP Benefit and Pension SERP Benefit provided for
    in this Plan.



 



    9.2. 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




    

    12








 






    be deemed to create any right of, or contract for, employment
    between an Executive and the Corporation.



 



    9.3. Withholding. The Corporation may deduct, with
    respect to any payments due or benefits accrued under this Plan,
    any taxes it deems necessary to comply with Federal, state or
    local government withholding requirements.



 



    9.4. 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.



 



    9.5. Non-Assignability Clause. It is agreed that neither
    the Participant, nor his/her Beneficiary, nor any other
    designee, shall have any right to commute, sell, assign,
    encumber or transfer or otherwise convey the right to receive
    any payments hereunder which payments and right thereto are
    expressly declared to be non-assignable and non-transferable;
    and, in the event of any attempted assignment or transfer, the
    Corporation shall have no further liability hereunder.



 



    9.6. Prohibition Against Funding. Any provision for
    payments 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. Any Participant or Beneficiary entitled to payment
    of benefits hereunder shall be a general creditor of the
    Corporation.



 



    9.7. 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.



 



    9.8. Controlling Law. This Plan and the respective rights
    and obligations of the Corporation and the Participants, shall
    be construed under the laws of the Commonwealth of Virginia
    (other than the choice of law provisions thereof), except to the
    extent otherwise provided by Federal law.



 



    9.9. 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.




    

    13








 






    IN WITNESS WHEREOF, the Corporation has caused this amended and
    restated Supplemental Executive Retirement Plan 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




    

    14








 







    APPENDIX
    1—Pertaining to Pre-2005 Accruals



 




    Appendix
    to Article VI



 



    App.  6.1 Payment of Benefits (Pre-2005
    Accruals Only).



 



    Benefits shall be paid in the form of payment described herein
    and designated as the “Normal Form of Payment” for
    each of the Thrift/401(k) SERP Benefits and the Pension SERP
    Benefit under each distributable event, unless a determination
    is made by the Administrator or its delegate, in accordance with
    Section 7.1 of the SERP, that the payment should be made in
    an alternate form otherwise available under the Plan (if any).



 



    (a) The portion of Thrift/401(k) SERP Benefit funds accrued
    for the Basic Contribution shall be payable in accordance with
    the payment provisions of this Appendix to Article VI,
    provided the Participant is vested in his/her Basic Contribution
    under the Thrift/401(k) Plan; any Thrift/401(k) SERP Benefit
    relating to a Basic Contribution that is not vested at the time
    of a Participant’s Termination of Employment shall be
    forfeited.



 



    (b) The portion of Thrift/401(k) SERP Benefit funds accrued
    for the Matching Contribution shall be payable in accordance
    with the payment provisions of this Appendix to Article VI.



 



    (c) The Pension SERP Benefit will be paid out in accordance
    with this Appendix to Article VI provided the Participant
    is vested in his/her Pension Plan benefit in accordance with the
    Pension Plan; any Pension SERP Benefit relating to a benefit
    under the Pension Plan that is not vested at the time of a
    Participant’s Termination of Employment shall be forfeited.



 



    App.  6.2. Termination of Employment (for
    Reasons Other Than Disability or Retirement).



 



    Upon a Participant’s Termination of Employment for Reasons
    other than Disability or Retirement, benefits shall be paid as
    follows:



 



    (a) Distribution of Thrift/401(k) SERP Benefit. The
    Thrift/401(k) SERP Benefit accrued for the Participant
    hereunder, as adjusted for Earnings thereon, shall be paid in
    the Normal Form of Payment, which in this case shall be three
    (3) annual installments, the first within ninety
    (90) days after the end of the calendar year in which such
    Termination of Employment occurs, and the second and third
    installments within the same period following the end of the
    next two (2) succeeding calendar years. As of the date of
    Termination of Employment and thereafter, any accrued balance
    shall be credited with Interest until paid. Each installment
    paid shall be equal to one-third (1/3rd) of the vested balance
    of Thrift/401(k) SERP Benefit accruals, plus the Interest on
    that distributable portion from the date of Termination through
    the distribution date.



 



    (b) Distribution of Pension SERP Benefit. The
    Pension SERP Benefit accrued for a Participant hereunder shall
    be paid:



 



    (i) If no alternative distribution applies under App.
    Section 6.2(b)(ii), in the form of the Normal Form of
    Payment, which in this case shall be a single life annuity,
    payable for the life of the Participant commencing at
    age 65; or



 



    (ii) Upon the Administrator’s determination in three
    (3) annual installments, of which the first such
    installment shall be paid within ninety (90) days following
    the end of the calendar year in which such Termination of
    Employment occurs, and the send and third installments within
    the same period following the end of each of the two
    (2) succeeding




    

    15








 






    calendar years. The single life annuity described in App.
    Section 6.2 (b)(i) shall be converted to a lump sum,
    in accordance with Plan Section 5.3. The “year of
    calculation” for purposes of Plan Section 5.3 shall be
    the calendar year in which the first payment would be made under
    this Section App. 6.2(b)(ii) and the specified date
    shall be January 1. Each installment shall be equal to
    one-third (1/3rd) of this converted amount plus Interest on the
    distributable portion from the date of Termination through the
    date of distribution.



 



    (c) Minimum Payment Size. Notwithstanding
    (a) or (b) above, the balance of the Thrift/401(k)
    SERP Benefit accruals, together with the balance of the
    Participant’s Pension SERP Benefit shall be paid to a
    Participant in a lump sum as follows:



 



    (i) The Administrator may determine to pay out the entire
    balance of Pre-2005 Accruals to the Participant if at any time
    after Termination of Employment either (A) or (B) is
    true:



 



    (A) The total value of the Participant’s combined
    benefits resulting from Pre-2005 Accruals is $50,000 or less; or



 



    (B) The Administrator determines in its sole discretion
    that it is in the best interests of the Corporation to pay out
    the Participant’s Pre-2005 Accruals (without any request by
    or influence of the Participant in this decision).



 



    (ii) In either case, such lump-sum payment shall be made
    within ninety (90) days following the end of the calendar
    year in which such Termination of Employment occurs or ninety
    (90) days following the end of the calendar year as of
    which the combined balance did not exceed $50,000; provided,
    however, that benefit payments which have commenced in the form
    of a single life annuity shall not be accelerated and shall be
    disregarded for purposes of determining the Participant’s
    combined account balances.



 



    App.  6.3. Death Benefits.



 



    (a) Prior to Termination of Employment. In the event
    of a Participant’s death prior to Termination of
    Employment, his or her Beneficiary will receive the full vested
    amount of the accrued Thrift/401(k) SERP Benefit and Pension
    SERP Benefit (if any) in the form of lump sum within ninety
    (90) days of notification of death without additional
    Interest or Earnings accruing after date of death. For purposes
    of Plan Section 5.3, the “year of calculation”
    shall be the year in which death occurs, and the “specified
    date” shall be the date of death.



 



    (b) After Termination of Employment. In the event of
    a Participant’s death after Termination of Employment (or
    Disability Retirement Date, if and to the extent this provision
    applies under App. Section 6.4(c)), the Participant’s
    Beneficiary shall receive any remaining vested amounts of
    Thrift/401(k) SERP Benefit and Pension SERP Benefits accrued but
    unpaid (if any) as of the Participant’s date of death,
    provided that the Participant’s accruals were not being
    distributed in the form of a single life annuity (or such a form
    selected), in which case no additional amounts shall be paid.
    Payment will be made in a lump sum within ninety (90) days
    of notification of death, without additional Earnings, Interest
    or adjustment for early payment of installments. For purposes of
    Plan Section 5.3, the “year of calculation” shall
    be the year in which death occurs, and the “specified
    date” shall be the date of death.



 



    (c) Designation of Beneficiary. All Beneficiary
    designations 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 at any time prior to death by




    

    16








 






    filing with the Administrator a notice of such change on the
    form provided by the Administrator. In the event of a
    Participant’s death, if all Beneficiaries designated by the
    Participant are not then living, or if no valid Beneficiary
    designation is in effect, the following shall be deemed to have
    been designated by the Participant, in the following order of
    priority: (i) the Participant’s Spouse, if surviving;
    or, if not, (ii) equally to any surviving children of the
    Participant, or, if none, (iii) to the Participant’s
    estate or duly authorized personal representative.



 



    App.  6.4. Disability Benefits.



 



    Notwithstanding other provisions of this Article, in the event
    of Disability of a Participant the provisions of this App.
    Section 6.4 shall govern in lieu of App. Section 6.2
    or 6.5, and App. Section 6.3 shall apply as modified herein.



 



    (a) Thrift/401(k) SERP Benefits. In the event of
    Disability, the full amount of the Participant’s
    Thrift/401(k) SERP Benefit Pre-2005 Accruals as of the date on
    which the Disability is found to have occurred shall be paid in
    the Normal Form of Payment, which in this case is a lump sum,
    which shall be paid as soon as administratively practicable but
    in no event later than ninety (90) days after the
    determination as to the Participant’s Disability is made,
    without additional Interest accruing after the date of
    Disability. If Termination of Employment occurs subsequent to
    such a payment and as a result of the Disability, any further
    Thrift/401(k) SERP Benefit accruals shall be paid to the
    Participant within ninety (90) days after the Termination
    of Employment.



 



    (b) Pension SERP Benefit. In the event of
    Disability, the Participant’s Pension SERP Benefit
    attributable to Pre-2005 Accruals hereunder shall be paid:



 



    (i) If no alternative distribution applies under App.
    Section 6.4(b)(ii), in the Normal Form of Payment, which in
    this case shall be a single life annuity payable for the
    Participant’s life commencing at age 65 (or later,
    depending upon a Participant’s age at Disability); or



 



    (ii) Upon the Administrator’s determination, by
    converting the benefit into a lump sum described in Plan
    Section 5.3, determined as of the Participant’s
    Disability Retirement Date which shall be payable in three
    (3) annual installments. For purposes of Plan
    Section 5.3, the “year of calculation” shall be
    the calendar year in which the Disability Retirement Date falls
    and the “specified date” shall be the first day of the
    month in which the Disability Retirement Date falls. The first
    installment shall be paid as of the Disability Retirement Date
    and the second and third installments shall be paid as of the
    first and second anniversaries of such Disability Retirement
    Date, respectively. The first installment shall be equal to
    one-third (1/3rd) of the lump sum computed as of the
    Participant’s Disability Retirement Date. Each subsequent
    installment shall be equal to one-third (1/3rd) of this
    converted amount plus Interest on the distributable portion from
    the Disability Retirement Date through the date of distribution.



 



    Notwithstanding the above, if the distribution is being made in
    accordance with (b)(ii) then if at any time the lump sum value
    of the Pension SERP Benefit is equal to or less than $50,000, a
    lump-sum payment of such amount shall be made within ninety
    (90) days following the end of the calendar year in which
    such Disability Retirement Date occurs.



 



    (c) Death During Disability. In the event of the
    death of a disabled Participant prior to the Participant’s
    Disability Retirement Date, App. Section 6.3(a) shall be
    applied by substituting the term “Disability Retirement
    Date” for the term “Termination of Employment.”
    In the event of the death of a disabled Participant after the
    Participant’s




    

    17








 






    Disability Retirement Date, but before payments under App.
    Section 6.4(b)(ii) have been completed, App.
    Section 6.3(b) shall be applied by substituting the term
    “Disability Retirement Date” for “Termination of
    Employment.”



 



    App.  6.5. Retirement Benefits.



 



    The Normal Form of Payment for a Participant’s combined
    Thrift/401(k) SERP Benefit and Pension SERP Benefits is the
    option listed in either (i) or (ii), below, which, using
    the Applicable Mortality Table as provided in the Pension Plan
    at the date of Retirement, yields the longest estimated period
    of payment, where



 



    (i) is a single life annuity payable at age 65 (or at the
    participant’s age at Retirement, if later) for the life of
    the Participant, and



 



    (ii) is a series of equal annual installments over fifteen
    (15) calendar years commencing with the Participant’s
    Retirement.



 



    This Normal Form of Payment shall be waived and an alternative
    form of payout shall apply if the Administrator has so
    determined, in its sole discretion. Such determination or
    election shall specify that the full distribution shall be made
    in the form of (a) a lump sum payment commencing with
    Participant’s Retirement, (b) in equal annual
    installments of five (5), ten (10) or fifteen
    (15) calendar years commencing with the Participant’s
    Retirement, or (c) a single life annuity commencing with
    Participant’s Retirement, in each case (i.e., under
    alternatives (a), (b), and (c)). If a Participant is paid in the
    form of an installment payment for 5, 10 or 15 calendar years,
    such payout shall be made in a manner consistent with App.
    Section 6.2. For purposes of Plan Section 5.3, the
    “year of calculation” shall be the calendar year after
    the year in which the Participant retires and the
    “specified date” shall be January 1.




    

    18