exv10w1











 




    Exhibit 10.1



 




    EXECUTIVE
    MANAGEMENT COMPENSATION PROGRAM



 




    Program
    Description

    Amended and Restated as of October 11, 2010



 


	 	 	 	 
	
 
	
 
	
 
	
 

	
    Objective
	
 
	
 
	
    To provide a compensation structure that addresses the
    Company’s and the Federal Housing Finance Agency’s
    (“FHFA”) shared interests of motivating, retaining,
    and, in some instances, recruiting members of Executive
    Management while Freddie Mac is in conservatorship.

	
 
	
 
	
 
	
 

	
    Effective Period
	
 
	
 
	
    The Executive Management Compensation Program is intended to be
    effective for calendar years 2009, 2010, and thereafter as long
    as Freddie Mac remains in Conservatorship. The specific
    parameters of the Executive Management Compensation Program may
    be amended from time to time by the Compensation Committee of
    Freddie Mac’s Board of Directors (the
    “Committee”), if approved by FHFA after consulting
    with the U.S. Department of the Treasury (“Treasury”),
    as appropriate.

	
 
	
 
	
 
	
 

	
    Covered Positions
	
 
	
 
	
    Freddie Mac’s Chief Executive Officer (“CEO”),
    Chief Operating Officer (“COO”), Chief Financial
    Officer (“CFO”), Executive Vice Presidents
    (“EVPs”), and Senior Vice Presidents
    (“SVPs”), collectively referred to as “Executive
    Management,” and, individually referred to as a
    “Covered Officer.”

	
 
	
 
	
 
	
 

	
    Covered Position

    Participation

    Requirement
	
 
	
 
	
    Participation of a Covered Officer in the Executive Management
    Compensation Program is contingent upon the Covered Officer
    agreeing to be bound by the terms of a the Executive Management
    Compensation Recapture Policy (the “Recapture Policy”)
    that has been approved by both the Committee and FHFA.

	
 
	
 
	
 
	
 

	
    Composition of Total

    Direct Compensation
	
 
	
 
	
    The total direct compensation (“TDC”) shall be
    comprised of two components, a “Base Salary” and a
    “Target Incentive Opportunity”. Two-thirds (2/3) of
    the TDC amount shall be delivered in Base Salary and one-third
    (1/3) of the TDC shall be delivered in a Target Incentive
    Opportunity. The TDC for all participants will be approved by
    the Committee, FHFA, or the CEO, as appropriate, as of the
    effective date of this program.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    For an employee hired or promoted into a Covered Officer
    position subsequent to approval of the Executive Management
    Compensation Program, the Committee or the CEO will recommend a
    TDC for such employee, which will be subject to approval by FHFA
    after consulting with Treasury, as appropriate.

	
 
	
 
	
 
	
 

	
    Adjustments to TDC
	
 
	
 
	
    The Committee or the CEO may recommend adjustments to TDC for
    Covered Officers. Any such recommendations are subject to
    approval by FHFA after consulting with Treasury, as appropriate.
    An approved adjustment to a Covered Officer’s TDC shall
    become effective as of the date specified in the approval
    document.

	
 
	
 
	
 
	
 

	
    Base Salary
	
 
	
 
	
    The Base Salary will consist of two components. One component
    will be paid in cash on a semi-monthly basis during each
    calendar year (the “Semi-Monthly Base Salary”) and the
    other component will be earned on a semi-monthly basis during
    each calendar year, but subject to a deferral and payment
    schedule (the “Deferred Base Salary”) as discussed
    below.

	
 
	
 
	
 
	
 




















 






 




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    Management Compensation Program

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    Effective Date for Base Salary

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    For each employee who was a Covered Officer as of
    January 1, 2009, the Semi-Monthly Base Salary and Deferred
    Base Salary will be effective retroactive to January 1,
    2009, subject to the exception provided in the section
    “Semi-Monthly Base Salary” below. For an employee who
    is hired into a Covered Officer position after January 1,
    2009, the Semi-Monthly Base Salary and Deferred Base Salary
    shall be pro-rated effective as of the date of hire. For an
    employee who is promoted after January 1, 2009 into either
    a Covered Position or a Covered Position with increased scope
    and responsibility, the Semi-Monthly Base Salary and Deferred
    Base Salary shall be pro-rated effective as of the date of
    promotion.

	
 
	
 
	
 
	
 

	
    Semi-Monthly Base

    Salary
	
 
	
 
	
    Semi-Monthly Base Salary for any Covered Officer cannot exceed
    $500,000, except for the CEO, COO, and CFO, or other exceptions
    as approved from time to time by FHFA. In those instances, the
    Semi-Monthly Base Salary will be the amount approved by FHFA
    after consultation with Treasury, as appropriate, as of the
    Covered Officer’s date of hire or promotion.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    For any Covered Officer other than the CEO, COO, and CFO, with a
    Semi-Monthly Base Salary greater than $500,000 immediately prior
    to the adoption of the Executive Management Compensation
    Program, that Covered Officer’s Semi-Monthly Base Salary
    will be reduced to $500,000 effective January 1, 2010.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Form of Payout

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Cash less applicable withholdings

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Treatment of Base Salary Under Freddie Mac’s Benefit
    Plans

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Semi-Monthly Base Salary will be considered compensation for
    purposes of the following Freddie Mac retirement or executive
    benefit plans that take base salary into consideration: the tax
    qualified
    Thrift/401(k)
    Savings Plan, the tax qualified Employees’ Pension Plan,
    the non-qualified Supplemental Executive Retirement Plan the
    Executive Deferred Compensation Plan, and the following welfare
    benefit plans: (1) the Flexible Benefits Plan (for purposes
    of calculating FlexDollars); (2) the Group Term Life
    Insurance Plan; (3) the Group Universal Life Insurance
    Program; (4) the Long-Term Disability Plan; (5) the
    Accidental Death and Personal Loss Plan; and (6) the
    purchase and payout of vacation.

	
 
	
 
	
 
	
 

	
    Deferred Base Salary
	
 
	
 
	
    The portion of Base Salary that is not paid in Semi-Monthly Base
    Salary shall be delivered in the form of Deferred Base Salary.
    The Deferred Base Salary, which is earned on a semi-monthly
    basis during each calendar year, shall be deferred and paid
    according to the applicable Approved Payment Schedule below.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Approved Payment Schedule: Calendar Year 2009

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Deferred Base Salary earned during each quarter of 2009 will be
    paid on the last business day of the corresponding quarter of
    2010, provided the Covered Officer is actively employed by the
    Company on such payment date, or in the event that the Covered
    Officer dies, has a Long-Term Disability or Retires in 2010. For
    clarity, the 2009 Deferred Base Salary will not become
    non-forfeitable upon the Covered Officer’s death, Long-Term
    Disability or Retirement, as provided below under
    “Treatment Upon Termination” if such event occurs in
    2009. The 2009 Deferred

	
 
	
 
	
 
	
 




















 








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    Management Compensation Program

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    Base Salary will, however, become non-forfeitable, subject to
    the Recapture Policy, if such event occurs in 2010.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Approved Payment Schedule: Calendar Year 2010 and
    Subsequent Years

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Fifty percent (50%) of Deferred Base Salary earned during each
    quarter of a calendar year will be paid in a fixed amount on the
    last business day of the corresponding quarter of the
    immediately following calendar year.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    The amount that will be paid for the remaining fifty percent
    (50%) of Deferred Base Salary earned during each quarter of a
    calendar year will be determined by the Committee’s
    approved Deferred Base Salary funding level. The approved
    performance-based portion Deferred Base Salary funding level
    will be determined by the Committee’s assessment of the
    following:

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	

              1. The
    Company’s performance against the objectives on the
    short-term
         incentive (“STI”) scorecard (i.e., for
the
    STI plan applicable to employees at 
         the level of Vice President
    and below for the performance year in which the
    
         performance-based portion of Deferred Base Salary is earned);



	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	

              2. All
    other relevant internal and external factors and non-STI
    scorecard 
         developments that affect our corporate condition and
    mission fulfillment; and,



	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	

              3. Achievement
    of significant accomplishments beyond the STI scorecard
    
         objectives or adverse developments.



	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    The approved funding level, expressed as a percentage that can
    range from 0% up to a maximum of 125%, will be equal to the
    aggregate amount of funds approved by the Committee for
    distribution to Covered Officers divided by the
    performance-based portion of Deferred Base Salary earned.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    The amount of the performance-based portion of Deferred Base
    Salary that will be paid to a Covered Officer will be equal to
    the performance-based portion of Deferred Base Salary earned
    multiplied by Deferred Base Salary funding level.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    For any Covered Officer for whom a separate division scorecard
    is approved by a Board committee, the performance-based portion
    of the Deferred Base Salary funding level will be based on the
    appropriate Board committee’s assessment of performance
    against such separate division scorecard.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    The performance-based portion of the Deferred Base Salary earned
    during each quarter of a calendar year will be adjusted in a
    manner consistent with the approved Deferred Base Salary funding
    level, and will be paid on the last business day of the
    corresponding quarter in the immediately following calendar year.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Form of Payout

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Cash less applicable withholdings.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Treatment Under Freddie Mac’s Benefit Plans

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Deferred Base Salary will be considered compensation for
    purposes of the Federal Home Loan Mortgage Corporation
    Supplemental Executive Retirement Plan (Thrift

	
 
	
 
	
 
	
 




















 








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    Management Compensation Program

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    401(k) and
    Pension SERP) when paid to an active Covered Officer, subject to
    the maximum described in “Impact on Freddie Mac’s
    Supplemental Executive Retirement Plan.”

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Deferred Base Salary will not be considered compensation for
    purposes of any of Freddie Mac’s tax qualified retirement
    or executive benefit or welfare plans.

	
 
	
 
	
 
	
 

	
    Target Incentive

    Opportunity
	
 
	
 
	
    For each performance year, every Covered Officer will be
    provided an annual Target Incentive Opportunity, which will be
    equal to 1/3 of TDC.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Effective Date for 2009 Target Incentive
    Opportunity

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    For each employee who was in a Covered Officer position on
    January 1, 2009, the 2009 Target Incentive Opportunity will
    be effective retroactive to January 1, 2009 and will be
    equal to 1/3 of their TDC (i.e., the 2009 Target Incentive
    Opportunity will not be pro-rated).

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    For an employee who was hired into a Covered Officer position
    after January 1, 2009, the 2009 Target Incentive
    Opportunity shall be pro-rated based on their date of hire. For
    an employee who is promoted after January 1, 2009 into
    either a Covered Position or a Covered Position with increased
    scope and responsibility, the 2009 Target Incentive Opportunity
    shall be pro-rated effective as of the date of promotion.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Effective Date for Target Incentive Opportunity in 2010
    and Subsequent Years

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    For each employee who is in a Covered Officer position as of
    January 1 of any calendar year, the Target Incentive
    Opportunity will be effective on January 1 of that calendar
    year and will be equal to 1/3 of their TDC.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    For an employee who is hired into a Covered Officer position
    after January 1 of any calendar year, the Target Incentive
    Opportunity for that calendar year shall be pro-rated based on
    the date of promotion or hire. For an employee who is promoted
    after January 1 of any calendar year into either a Covered
    Position or a Covered Position with increased scope and
    responsibility, the Target Incentive Opportunity shall be
    pro-rated effective as of the date of promotion.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Target Incentive Opportunity Payouts

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    A Covered Officer will be eligible to be paid 50% of their
    annual Target Incentive Opportunity no later than March 15 of
    the calendar year immediately following the performance year
    (the “First Incentive Opportunity Payment”), and the
    remaining 50% no later than March 15 of the second calendar year
    immediately following the performance year (the “Second
    Incentive Opportunity Payment”).

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    2009 Target Incentive Opportunity (Payouts in 2010 and
    2011)

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    The amount of the annual Target Incentive Opportunity that is
    actually paid will be determined by the aggregate amount of
    funds approved by the Committee for distribution to Covered
    Officers for each payment. In determining the aggregate amount
    of funds approved for distribution, which can be greater than,
    less than, or equal to the aggregate Target Incentive
    Opportunity for the Covered Officers, the Committee will take
    into account the following:

	
 
	
 
	
 
	
 




















 








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    Management Compensation Program

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              1. The
    Company’s performance against the objectives on the
    long-term 
         incentive (“LTI”) scorecard (i.e., for the
    LTI plan applicable to employees at 
         the level of Vice President
    and below) for the LTI grant made in the same 
         calendar year of
    the Covered Officers’ annual Target Incentive Opportunity;



	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	

              2. All
    other relevant internal and external factors and non-LTI
    scorecard 
         developments that affect our corporate condition and
    mission fulfillment; and,



	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	

              3. Achievement
    of significant accomplishments beyond the LTI scorecard
    
         objectives or adverse developments.



	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    The approved funding level, expressed as a percentage that can
    range from 0% up to a maximum of 120%, will be equal to the
    aggregate amount of funds approved by the Committee for
    distribution to Covered Officers divided by the aggregate Target
    Incentive Opportunity for those same Covered Officers.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
                First
    Incentive Opportunity Payment — The amount
    actually paid will be equal 
            50% of the Covered Officer’s
    annual Target Incentive Opportunity multiplied 
            by the approved
    funding level for the first vesting.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
                Second
    Incentive Opportunity Payment — The amount
    actually paid will be 
            equal to 50% of the Covered Officer’s
    annual Target Incentive Opportunity 
            multiplied by the approved
    funding level for the second vesting.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    For Covered Officers who are members of the Freddie Mac
    Management Committee on the date the Committee approves the
    funding level, the amount of the Target Incentive Opportunity
    that is paid is also subject to an assessment of division and/or
    individual performance as determined by the CEO, for Covered
    Officers other than the CEO. For the CEO, Freddie Mac’s
    Board of Directors conducts the assessment. This assessment can
    result in an increase or decrease to the amount payable of up to
    25%. However, in no event can the aggregate amount paid to the
    Covered Officers who are members of the Management Committee for
    any First or Second Incentive Opportunity Payment exceed the
    aggregate Target Incentive Opportunities for those Covered
    Officers multiplied by the funding level.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    2010 and Subsequent Year Target Incentive
    Opportunities

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    The Committee or the CEO will determine the actual amount that
    is paid to a Covered Officer (other than the CEO) for either the
    First or the Second Incentive Opportunity Payments based on:
    (i) the aggregate amount of funds approved by the Committee
    for distribution to Covered Officers for each payment,
    (ii) an assessment of individual, group or enterprise
    performance; and (iii) any other relevant factors. For the
    CEO, the Committee determines the actual amount to be paid based
    on the same factors, after obtaining and considering the views
    of the other non-management members of the Board.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    In determining the aggregate amount of funds approved for
    distribution, which can be greater than, less than, or equal to
    the aggregate Target Incentive Opportunity for the Covered
    Officers, the Committee will take into account the following:

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	

              1. The
    Company’s performance against the objectives on the
    long-term 
         incentive (“LTI”) scorecard (i.e., for the
    LTI plan applicable to employees at 
         the level of Vice President
    and below) for the LTI grant made in the same



	
 
	
 
	
 
	
 




















 








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    Management Compensation Program

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                  calendar
    year of the Covered Officers’ annual Target Incentive
    Opportunity;



	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	

              2. All
    other relevant internal and external factors and non-LTI
    scorecard 
         developments that affect our corporate condition and
    mission fulfillment; and,



	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	

              3. Achievement
    of significant accomplishments beyond the LTI scorecard
    
         objectives or adverse developments.



	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    The actual amount paid to a Covered Officer for each of the
    First and Second Incentive Opportunity Payments can range from
    0% to 150% of his/her Target Incentive Opportunity. However, in
    no event can the aggregate amount paid to the Covered Officers
    for any First or Second Incentive Opportunity Payment exceed the
    aggregate amount of funds approved for distribution.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Form of Payout

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Cash less applicable withholdings

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Treatment Under Freddie Mac’s Benefit Plans

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    The Target Incentive Opportunity will not be considered
    compensation for purposes of any Freddie Mac retirement benefit
    or welfare plans.

	
 
	
 
	
 
	
 

	
    Impact on Freddie Mac’s

    Supplemental Executive

    Retirement Plan
	
 
	
 
	
    The Supplemental Executive Retirement Plan (“SERP”)
    shall be modified effective January 1, 2010 to provide that
    the maximum covered compensation, for purposes of the plan,
    relative to Covered Officers only, may not exceed two times the
    Covered Officer’s Semi-Monthly Base Salary. It is the
    intent of Freddie Mac and FHFA that, upon the conclusion of
    Conservatorship, the definition of “compensation” for
    purposes of accruals under the SERP will revert to the
    definition of “compensation” in place prior to the
    amendment to the SERP made to conform its terms to this
    Executive Management Compensation Program.

	
 
	
 
	
 
	
 

	
    Treatment Upon

    Termination:

     

    Semi-Monthly Base

    Salary
	
 
	
 
	
    Under all termination events except death, Semi-Monthly Base
    Salary will terminate as of the date employment terminates. In
    the event of death, Semi-Monthly Base Salary will terminate at
    the end of the month in which the death occurs.

	
 
	
 
	
 
	
 

	
    Treatment Upon

    Termination:

     

    Deferred Base Salary
	
 
	
 
	
    Death: If a Covered Officer’s employment is
    terminated due to death, any unpaid Deferred Base Salary will be
    paid as soon as administratively possible. If, at the time of
    the Covered Officer’s death, the Deferred Base Salary
    funding level has not been determined, the performance-based
    portion of Deferred Base Salary will remain outstanding until
    such determination is made. The actual amount paid for the
    performance-based portion will be determined by the approved
    Deferred Base Salary funding level.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    The date on which the Committee approves the Deferred Base
    Salary funding level is referred to as the “Deferred Base
    Salary Determination Date.” Payment of any
    performance-based Deferred Base Salary will occur as soon as
    administratively possible after the Deferred Base Salary
    Determination Date.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Long-Term Disability: If a Covered Officer’s
    employment is terminated due to Long-Term Disability, the
    Covered Officer’s right to receive any unpaid Deferred Base
    Salary will become non-forfeitable, subject to the Recapture
    Policy, but will be paid no earlier than as called for in the
    Approved Payment Schedule above. The actual

	
 
	
 
	
 
	
 




















 








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    Management Compensation Program

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    amount paid for the performance-based portion of Deferred Base
    Salary earned will be determined by the approved Deferred Base
    Salary funding level.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Retirement: If a Covered Officer terminates
    employment due to retirement (as defined in Definitions),
    the Covered Officer’s right to receive any unpaid Deferred
    Base Salary will become non-forfeitable, subject to the
    Recapture Policy, and the Deferred Base Salary will be paid no
    earlier than as called for in the Approved Payment Schedule
    above. The actual amount paid for the performance-based portion
    of Deferred Base Salary will be determined by the approved
    Deferred Base Salary funding level.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Involuntary Termination: If a Covered Officer is
    involuntarily terminated, any unpaid Deferred Base Salary will
    be forfeited unless the Committee recommends that the Covered
    Officer receive either all or a portion of the unpaid Deferred
    Base Salary and the Committee’s recommendation is approved
    by FHFA after consulting with Treasury, as appropriate.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Voluntary Termination: If a Covered Officer
    voluntarily terminates employment, any unpaid Deferred Base
    Salary will be forfeited.

	
 
	
 
	
 
	
 

	
    Treatment Upon

    Termination:

     

    Target Incentive

    Opportunity
	
 
	
 
	
    Minimum Service Required: In order to be eligible
    to receive any portion of an annual Target Incentive Opportunity
    upon termination, a Covered Officer must have been employed for
    a minimum of four (4) whole calendar months during the
    performance year for which the incentive is being earned.

	
 
	
 
	
 
	
    Death and Long-Term Disability: If a Covered
    Officer’s employment is terminated due to either death or
    Long-Term Disability, any earned but unpaid portion of the
    Target Incentive Opportunity will be paid as soon as
    administratively possible following the date of death or the
    first day of Long-Term Disability. The actual amount that is
    paid will be determined consistent with the process under Target
    Incentive Opportunity Payouts.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    If, at the time of the Covered Officer’s death or Long-Term
    Disability, the Target Incentive Opportunity funding level has
    not been determined, the award will remain outstanding until
    such determination is made. As soon as administratively possible
    after the Target Incentive Opportunity Payment Determination
    Date (which is the date on which the Committee approves the LTI
    funding level), but no later than March 15 of the calendar
    year following each calendar year performance period, the
    Covered Officer, or the Covered Officer’s
    beneficiary(ies),
    will receive all unpaid portions of their Target Incentive
    Opportunity determined consistent with the process under Target
    Incentive Opportunity Payouts.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Retirement: If a Covered Officer terminates
    employment due to Retirement (as defined in Definitions),
    any earned but unpaid portion of the Target Incentive
    Opportunity will be paid as soon as administratively possible.
    The actual amount paid will be determined consistent with the
    process under Target Incentive Opportunity Payouts.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    If, at the time of the Covered Officer’s termination,
    performance against the performance
    measure(s)
    has not been determined, the Target Incentive Opportunity will
    remain outstanding until the Target Incentive Opportunity
    Payment Determination Date. As soon as administratively possible
    after the Target Incentive Opportunity Determination Date, but
    no later than March 15 of the calendar year following each

	
 
	
 
	
 
	
 




















 








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    Management Compensation Program

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    calendar year performance period, the Covered Officer’s
    right to receive a pro-rata payment shall become
    non-forfeitable, subject to the Recapture Policy. The Covered
    Officer is eligible to receive a pro-rata payment for the
    performance year in which the Covered Officer was employed. If
    the Covered Officer is employed for less than four
    (4) whole calendar months during a performance year, the
    Covered Officer will forfeit the Target Incentive Opportunity
    payment for that performance year. The pro-rata payment shall be
    calculated using the following methodology:

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
            Step
    1. The number of whole months employed during the applicable
    performance 
        year (minimum of four months required)

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
            Step
    2. Divided by twelve (12), the number of whole months in the
    performance 
        year

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
            Step
    3. Multiplied by 50% of the Covered Officer’s annual Target
    Incentive 
        Opportunity and adjusted consistent with the process
    under Target Incentive 
        Opportunity Payouts.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    The above formula will be applied separately to each of the of
    the performance years for which a Covered Officer is eligible
    for a pro-rata payment of the Target Incentive Opportunity.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Involuntary Termination: If a Covered Officer is
    involuntarily terminated, any unpaid portion of the Target
    Incentive Opportunity will be forfeited unless the Committee
    recommends that the Covered Officer receive either all or a
    portion of the unpaid Target Incentive Opportunity and the
    Committee’s recommendation is approved by FHFA after
    consulting with Treasury, as appropriate.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Voluntary Termination: If a Covered Officer
    voluntarily terminates employment, any unpaid portion of the
    Target Incentive Opportunity will be forfeited.

	
 
	
 
	
 
	
 

	
    Additional Forfeiture

    Provision
	
 
	
 
	
    Upon a “Forfeiture Event” (as defined in
    Definitions), any unearned or any unpaid Total
    Incentive Opportunity will be cancelled and the Covered Officer
    or former Covered Officer will be required to immediately repay
    Freddie Mac the gross value of the Target Incentive Opportunity
    that was paid during the 12 month period immediately prior
    to the Forfeiture Event.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    In the event that a repayment is triggered under a current or
    former Covered Officer’s Recapture Policy, any earned but
    unpaid amounts that are subject to recapture under the terms of
    the Recapture Policy will be forfeited.

	
 
	
 
	
 
	
 

	
    Regulatory Approval and

    Reservation of Rights
	
 
	
 
	
    Actual payment of any Deferred Base Salary or any Target
    Incentive Opportunity at the time of termination is conditioned
    on the prior approval of FHFA at the time of any proposed
    payment.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Freddie Mac reserves the right, subject to FHFA approval, to
    modify the terms and conditions set forth herein so long as such
    modifications reasonably and in good faith are not detrimental
    to the rights of the employee.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    The terms of this program are subject to and shall be construed
    in accordance with applicable law and any applicable regulation,
    guidance or interpretation issued by FHFA or Treasury.

	
 
	
 
	
 
	
 

	
    Definitions
	
 
	
 
	
    Forfeiture Event: A Forfeiture Event shall mean
    the Covered Officer or former Covered Officer directly or
    indirectly seeks or accepts employment with, or provides
    professional services to, a “Competitor” in violation
    of any non-competition covenant

	
 
	
 
	
 
	
 




















 








    Executive
    Management Compensation Program

    Page 9 of 9

    October 11, 2010
    



 


	 	 	 	 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
    agreement between the Covered Officer and Freddie Mac in effect
    as of the date the Covered Officer receives a Target Incentive
    Opportunity.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Long-Term Disability: A Long-Term Disability shall
    be as defined in Freddie Mac’s Long-Term Disability Plan.

	
     
    
	
 
	
 
	
 

	
 
	
 
	
 
	
    Retirement: A Covered Officer is eligible to
    retire when s/he has attained or exceeded the Normal Retirement
    Age in the Freddie Mac Employees’ Pension Plan, which is
    currently 65 years of age.