exv10w4













 




    Exhibit 10.4



 




    FHFA
    CONSERVATORSHIP RETENTION PROGRAM

    Executive Vice President and Senior Vice President

    Parameters Document

    September 2008



 


			
	
    Objective 		
    To retain as many people as possible for 18 months (through
    March, 2010) in order to:
	 
	
		

       •  Maintain maximum operational
    stability


	 
	
		

       •  Allow time to evaluate the
    fundamental business model


	 
	
		

       •  Fulfill Freddie Mac’s
    goal of
    re-establishing
    stability and liquidity to the mortgage market


	 
	
    Retention Period 		
    Retention Period runs from September 2008 through March 2010.
	 
	
    General Eligibility 		
    All Senior Vice Presidents and Executive Vice Presidents who are
    employees of Freddie Mac on or after September 1, 2008 are
    eligible to participate in the program.
	 
	
    Retention Pool Size 		
    The aggregate retention pool is equal to 75% of the eligible
    population’s performance year 2008 annualized bonus target.



 


	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
       Eligible population’s performance year
    2008 annualized

       bonus target
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
       Multiplied by: Retention Pool Funding
    Multiplier
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
       Equals: Aggregate Retention Pool
	
 
	
 

	
 
	
 
	
 
	
 
	
 









 


			
	
		
    The aggregate retention pool will be calculated and fixed based
    on the eligible population as of September 1, 2008.
	 
	
		
    Any portion of the aggregate retention pool that is not
    allocated to eligible participants at the outset of the program
    may be subsequently allocated to individuals who did not
    previously receive a retention award under this program.
	 
	
    Award Levels 		
    An individual’s retention award amount will be determined
    based on criticality to the company.
	 
	
		
    Absent approval from Federal Housing Finance Agency (FHFA), or
    if such approval authority is delegated to Freddie Mac’s
    Chief Executive Officer or Executive Vice President —
    Human Resources and Corporate Services, an individual’s
    retention award under this plan cannot exceed 150% of such
    individual’s performance year 2008 annualized bonus target.




    

    Page 1 of 2








 





			
	
    Payout Timing 		
    The aggregate retention award for each individual will be paid
    in the regular payroll cycle occurring immediately after the
    following dates:



 


	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	

    Payment

    Number


	
 
	
 
	
    Percentage of Aggregate

    Award Paid
	
 
	
 
	
    Payment Date

     

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	

    1


	
 
	
 
	
    20%
	
 
	
 
	
    December 15, 2008  

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	

    2


	
 
	
 
	
    20%
	
 
	
 
	
    August 1, 2009  

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	

    3


	
 
	
 
	
    25%
	
 
	
 
	
    December 15, 2009  

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	

    4


	
 
	
 
	
    35%
	
 
	
 
	
    March 15, 2010  

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 









 


			
	
		
    Payment Numbers 1, 2, and 3 will be based solely in the
    individual’s continued employment with Freddie Mac the
    through the indicated payment dates.
	 
	
    Performance

    Requirements 		
    Payment Number 4 will be conditioned upon achievement of
    specific performance
    objective(s)
    that will be determined during the upcoming business planning
    process.
	 
	
    Treatment of Award

    Upon Termination 		
    Death and Long-Term Disability: If an individual
    terminated from Freddie Mac due to either death or long-term
    disability, all unpaid portions of the retention awards be paid
    as soon as administratively possible after the termination or
    disability date.
	 
	
		
    Retirement: If an individual terminates their employment
    due to retirement (as defined in Freddie Mac’s
    Employees’ Pension Plan), all unpaid portions of the award
    will be forfeited.
	 
	
		
    For Cause or Voluntary Termination: If an employee
    voluntarily terminates their employment or if Freddie Mac
    terminates an employee due to a non-severance eligible event,
    all unpaid portions of the award will be forfeited.
	 
	
		
    Severance Eligible Termination: If an employee is
    terminated by Freddie Mac and is eligible to receive severance,
    all unpaid portions of the retention award will be paid as soon
    as administratively possible after the termination date.
	 
	
    General 		
    Retention amounts paid pursuant to this plan are considered
    compensation for purposes of the tax qualified
    Thrift/401(k)
    Savings Plan, the tax qualified Employees’ Pension Plan and
    the non-qualified Supplemental Executive Retirement Plan.
	 
	
		
    Nothing in this program is intended to create a contract to
    employ any employee for any particular term or period of time or
    otherwise abrogate Freddie Mac’s right to terminate an
    employee at any time for any reason.
	 
	
		
    Freddie Mac reserves the right to terminate this program or
    modify its provisions at anytime for any reason at the
    corporation’s sole discretion.




    

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