exv10w6













 




    Exhibit 10.6



 




    FIRST
    AMENDMENT

    TO THE

    FEDERAL HOME LOAN MORTGAGE CORPORATION

    EXECUTIVE DEFERRED COMPENSATION PLAN

    (As
    Amended and Restated January 1, 2008)
    



 



    FIRST AMENDMENT TO THE FEDERAL HOME LOAN MORTGAGE CORPORATION
    EXECUTIVE DEFERRED COMPENSATION PLAN (as amended and restated
    January 1, 2008) (the “Plan”) by the FEDERAL HOME
    LOAN MORTGAGE CORPORATION (the “Corporation”), a
    corporation organized and existing under the laws of the United
    States of America.



 




    W I T N E
    S S E T H:



 



    WHEREAS, the Plan was restated effective January 1,
    2008, and



 



    WHEREAS, the Corporation desires to amend the Plan to reflect
    regulations and other guidance issued pursuant to
    Section 409A of the Internal Revenue Code of 1986, as
    amended, and



 



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



 



    NOW THEREFORE the Plan is amended effective October 15,
    2008 (unless otherwise noted), as follows:



 



    1. Plan Section 1.2 is amended to read as
    follows:



 



    1.2.  Effective Date. Unless otherwise
    indicated herein, this Plan as amended and restated shall be
    effective as of January 1, 2008 (“Effective
    Date”).



 



    2. Plan Sections 2.18 and 2.24 are amended to
    delete the definitions contained therein, and the remaining
    Sections in Article II are renumbered accordingly.



 



    3. Plan Section 3.3 is amended to read as
    follows:



 



    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; provided,
    however, that a Participant may also revoke an election as
    provided in
    Section 5.2(c).



 



    4. Plan
    Section 5.2(c)(1)
    is amended to read as follows, effective November 1,
    2008:



 



    (1) Delayed Payment of Deferrals to Key Employees.
    In the case of any distribution triggered by a Termination of
    Employment of a Participant who, at the date of such Termination
    of Employment for a reason other than death, 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 and if payment at such
    date would not comply with Code section 409A, 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.



 



    5. Plan
    Section 5.2(c)(2)
    is amended to read as follows:



 



    (2) Certain Revocations Permitted By October 31,
    2008.



 



    (i) Permitted Revocations. (A) Subject to
    Section 5.2(c)(2)(iv)
    below, Participants who are actively employed may revoke their
    designations made under
    Section 5.1(b)(1)
    in 2008 or earlier for all Deferred Compensation credited to
    their Account through December 31, 2008 (“Primary
    Designation”), including earnings thereon (“December
    2008 Account Balance”), (B) Subject to
    Section 5.2(c)(2)(iv)
    below as applicable to their December 31, 2008 Account
    Balance, Participants who have experienced a Termination of
    Employment prior to October 31, 2008 may revoke their
    designation made under
    Section 5.1(b)(2)
    (“Secondary Designation”) (together with the
    revocation opportunity under (A) hereof called the
    “Revocation Opportunity”), and (C) Participants
    actively employed with title of Vice President on
    October 15, 2008 may separately revoke their election
    made under
    Section 5.1(b)
    pertaining to the Bonus Deferral Election for the 2008 Bonus
    (payable in 2009) (“2008 Bonus Revocation”). If a
    Participant does not validly revoke such prior designations or
    elections, the prior designations or elections shall remain in
    effect except as provided in
    Section 5.2(c)(2)(v)
    below.



 



    (ii) Manner of Revocation. All revocations shall be
    consistent with the terms of this
    Section 5.2(c)(2)
    and shall be made in such form and manner, and at such time, as
    the Administrator may designate.



 



    (iii) Applicable Timeframe. Neither the Revocation
    Opportunity nor the 2008 Bonus Revocation shall be made
    available for election after October 31, 2008.



 



    (iv) Revocation Opportunity. The Revocation
    Opportunity shall be structured to comply with IRS Notice
    2007-86 and
    subsequent applicable guidance, and the additional applicable
    Code section 409A guidance made reference to therein.




    

    2








 






    (A) Revocation of Primary Designation By Active
    Participant. A Participant eligible under
    Section 5.2(c)(2)(i)(A)
    who elects to revoke his or her Primary Designation shall elect,
    at the time of such revocation, one of the following new
    deferral and payment schedules applicable to the December 2008
    Account Balance:



 



    (1) three installments, payable as follows: thirty percent
    of the December 2008 Account Balance (plus interest thereon)
    paid on March 15, 2009; thirty percent of the December 2008
    Account Balance (plus interest thereon) paid on
    December 15, 2009; the remainder of the December 2008
    Account Balance (and interest thereon) paid on May 15,
    2010; or



 



    (2) a single lump sum, or reasonably equal annual
    installments over five, ten or fifteen years, of the
    December 31, 2008 Account Balance (plus interest thereon)
    in accordance with
    Section 5.2(a)
    or
    Section 5.2(b)(1)
    as applicable based on the year designated by the Participant
    but such year designated shall in no event be earlier than the
    fifth anniversary of the new election.



 



    (B) Revocation of the Secondary Designation by
    Terminated Participant. A Participant eligible under
    Section 5.2(c)(2)(i)(B)
    who revokes the Secondary Election will have his or her December
    2008 Account Balance (plus interest thereon) paid pursuant to
    Section 5.2(c)(2)(iv)(A)(1).



 



    (C) Lump Sum Distributions. If a Participant elects
    a lump sum payment under
    Section 5.2(c)(2)(iv)(A)(2),
    the cash balance in the Participant’s Account attributable
    to such election shall be payable in a lump sum as of the date
    elected by the Participant; provided that such date shall not be
    prior to October 31, 2013.



 



    (D) Installment Distributions under
    5.2(c)(2)(iv)(A)(2).
    If a Participant elects a series of installments under
    Section 5.2(c)(2)(iv)(A)(2),
    installments shall be calculated in the same manner as
    installment payments under
    Section 5.2(b).



 



    (v) Certain Pre-2005 Primary Designations. A Primary
    Designation made prior to 2005 that delayed selection of the
    form of distribution until the




    

    3








 






    Participant’s retirement is inconsistent with Code
    section 409A and must be updated. A Participant with such a
    designation for any year must make a new Primary Designation by
    October 31, 2008 for his or her entire Account. The methods
    of payment available are those described in
    Section 5.2(c)(2)(iv)(A).
    A Participant with a Primary Designation subject to this
    subsection (v) who fails to timely select a new Primary
    Designation for his or her entire Account will be deemed to have
    elected the designation and payout schedule described in
    Section 5.2(c)(2)(iv)(A)(1)
    for his or her entire Account.



 



    (vi) 2008 Bonus Revocation. Upon a
    Participant’s election of a 2008 Bonus Revocation, the
    Participant’s 2008 Deferred Bonus will be paid in 2009 in
    accordance with the Corporation’s corporate-wide annual
    bonus program.



 



    (vii) Death. In the event a Participant dies prior
    to receiving all payments under
    Section 5.2(c)(2),
    payment shall be made to the Beneficiary in accordance with
    Section 5.2(b)(3).



 



    6. Plan
    Section 5.2(c)(3)
    is amended to read as follows:



 



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



 



    7. Plan Section 5.5 is renumbered as
    Section 5.4.



 



    8. Plan
    Section 7.2(b)
    is amended to read as follows:



 



    (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 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.




    

    4








 






    IN WITNESS WHEREOF, the Corporation has caused this FIRST
    AMENDMENT TO THE FEDERAL HOME LOAN MORTGAGE CORPORATION
    EXECUTIVE DEFERRED COMPENSATION PLAN (as amended and restated
    January 1, 2008) to be executed by its duly authorized
    officer, this 6th day of November, 2008.



 



    FEDERAL HOME LOAN




    MORTGAGE CORPORATION



 


			
	 	    By:
	
       /s/  Paul
    G. George









       Paul G. George, Executive

       Vice President — Human

       Resources & Corporate

       Services



 



    ATTEST:



 



       /s/  Mollie
    D. Roy








    Mollie D. Roy




    Assistant Secretary




    

    5