exv10w5











 




    Exhibit 10.5



 




    FIRST
    AMENDMENT

    TO THE

    FEDERAL HOME LOAN MORTGAGE CORPORATION

    MANDATORY EXECUTIVE DEFERRED BASE SALARY PLAN

    (As Effective January 1, 2009)



 


 



    FIRST AMENDMENT TO THE FEDERAL HOME LOAN MORTGAGE CORPORATION
    MANDATORY EXECUTIVE DEFERRED BASE SALARY PLAN (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 adopted effective January 1, 2009;



 



    WHEREAS, on June 2, 2011 the Compensation Committee of the
    Board of Directors of the Corporation (the
    “Committee”), is expected to approve an amendment to
    the Executive Management Compensation Program delegating to
    certain members of senior management (the “Authorized
    Officers”) the authority to approve termination benefits
    under that program for officers at the level of Senior Vice
    President or above who are not Executive Officers under the
    Committee charter (as approved in Resolution FHLMC
    2011-06, or
    successor thereto);



 



    WHEREAS, provided that the Committee adopts the amendment
    to the Executive Management Compensation Program, and the
    Federal Housing Finance Agency (“FHFA”) approves that
    amendment, a corresponding conforming amendment to the Plan is
    appropriate;



 



    WHEREAS, FHFA has indicated that its approval of the
    above-referenced amendment to the Executive Management
    Compensation Program is subject to guidance or interpretations
    issued by FHFA pursuant to
    12 C.F.R. § 1770.3(g)(1)
    relating to the definition of Executive Officer.



 



    WHEREAS, pursuant to the authority granted to the Committee to
    amend the Plan under section 8.1 thereof, the Committee has
    determined that, in light of the expected amendment to the
    Executive Management Compensation Program, and contingent upon
    the finalization of that amendment (including FHFA approval
    thereof) it would be appropriate to similarly amend the Plan to
    reflect the delegation to Authorized Officers of the authority
    to determine whether to pay certain amounts under the Plan in
    the case of Involuntary Termination (as defined in the
    Plan); and



 



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



 



    NOW, THEREFORE, the Plan is amended, as follows, effective
    June 2, 2011:



 


			
	 	    1.   
	
    Section 5.3(b)
    is amended in full to read as follows:




 



    “(b) All Other Plan Years. If a Participant experiences a
    Termination of Employment other than for death, Disability or
    Retirement, any earned but unpaid portion of the
    Participant’s Account shall be forfeited to the Corporation
    as of the Participant’s termination














 







    date; provided, however, that pursuant to
    Section 5.2(b)(3)
    in the event of an Involuntary Termination the Administrator (or
    its delegate) may provide that all or a part of the earned but
    unpaid portion of the Participant’s Account shall not be
    forfeited, subject to FHFA approval for any Participant who is
    an Executive Officer (as defined in the charter of the
    Compensation Committee, as may be revised from time to time (the
    “Committee Charter”) and consistent with FHFA guidance
    or interpretations issued pursuant to
    12 C.F.R. § 1770.3(g)(1)).”



 


			
	 	    2.   
	
    Section 7.1(b)
    and the text thereafter in Section 7.1 is amended to read
    as follows:




 



    “(b) Delegate to designated employees or departments of the
    Corporation the authority to perform such of the
    Administrator’s 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, the recordkeeping and bookkeeping responsibilities
    under this Plan are hereby delegated to the Executive heading
    the Human Resources Division of the Corporation
    and/or such
    employees of that division as such Executive shall designate.



 



    Further pursuant to this authority and subject to the right of
    the Administrator to revoke such delegation in writing at any
    time, the authority described in
    Section 5.2(b)(3)
    is hereby delegated to the Authorized Officers (as defined in
    the Executive Management Compensation Program, as amended from
    time to time) with respect to Participants who are not Executive
    Officers (as defined in the Committee Charter).”



 



    IN WITNESS WHEREOF, the Corporation has caused this FIRST
    AMENDMENT TO THE FEDERAL HOME LOAN MORTGAGE CORPORATION
    MANDATORY EXECUTIVE DEFERRED BASE SALARY PLAN to be executed by
    its duly authorized representative this 29 day of July,
    2011.



 


	 	 	 
	
     
	
 
	
 

	
     
	
 
	
 

	
    FEDERAL HOME LOAN

    MORTGAGE CORPORATION

	
     
	
 
	
 

	
     
	
 
	
 

	
    By:
	
 
	
    /s/  Scott
    Coolidge


	
 
	
 
	
 

	
 
	
 
	
    Scott Coolidge

	
 
	
 
	
    Vice President — Compensation & Benefits











 


	 
	

     



	

    ATTEST:



	

     



	

    /s/  Alicia
    S. Myara




	
 

	

    Alicia S. Myara



	

    Assistant Secretary















    

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