exv10w45







 




    Exhibit
    10.45



 


	 	 	 	 	 
	
    

	
    CONFIDENTIAL

	
    Date
    
	
 
	
    To
    
	
 
	
 

	
    March 3, 2007
	
 
	
    Eugene M. McQuade
	
 
	
 

	
    From
    
	
 
	
 
	
 
	
 

	
    Geoffrey T. Boisi
	
 
	
 
	
 
	
 

	
    Subject
    
	
 
	
 
	
 
	
 

	
    Your Short-term Incentive Target for 2007 Performance and 2007
    Long-Term Incentive Grant









 


 



    Effective upon the execution date stated below, this memorandum
    sets forth the terms and conditions pertaining to your annual:
    (i) short-term incentive target under the officer
    short-term incentive program (the “Bonus Program”) for
    2007 performance (payable in 2008); and (ii) 2007 long-term
    incentive grant (the “Annual Equity Grant”). The terms
    established in this memorandum are in lieu of the target Annual
    Bonus set forth in Section 4.2 and the Annual Equity Grant
    set forth in Section 4.4 of your August 3, 2004
    Employment Agreement (“Employment Agreement”) with
    Freddie Mac.



 


		
	
    I.  
	
    Short-Term
    Incentive




 



    Your annual short-term incentive target for the 2007 performance
    period (payable in 2008) under the Bonus Program shall be
    180% of your base salary earnings (or $1,620,000) (the
    “Bonus Target”) and, as set forth in Section 4.2
    of your Employment Agreement, the maximum annual short-term
    incentive payment for 2007 shall be 200% of the Bonus Target,
    provided that you remain actively employed with Freddie Mac
    through the end of 2007.



 



    In consideration of receiving the Bonus Target described above,
    you:



 



    A. Waive any rights you have under your Employment
    Agreement with respect to your short-term incentive for 2007
    (payable in 2008), including receipt of the Annual Bonus for
    2007 that otherwise may be payable pursuant to the terms set
    forth in Section 4.2 of your Employment Agreement.



 



    B. Agree that for performance years after 2007, the payment
    of an annual short-term incentive pursuant to the target
    specified in Section 4.2 of your Employment Agreement shall
    not constitute “Good Reason” as defined in













 






    Eugene M. McQuade

    March 3, 2007

    Page 2



 


 



    Section 5.3 of your Employment Agreement (including without
    limitation under Section 5.3(i)).



 



    C. Agree that a termination of employment benefit paid
    pursuant to Section 6 of your Employment Agreement, if any,
    shall be based on the Annual Bonus target set forth in
    Section 4.2 of such Agreement and that the Bonus Target
    established by this memorandum shall not be used to calculate
    any termination of employment benefit that may be paid pursuant
    to any of the terms of your Employment Agreement.



 




    II.  Long-Term
    Incentive



 



    Your Annual Equity Grant for calendar year 2007 shall be
    $5,725,000. In consideration of your receiving that Annual
    Equity Grant, Freddie Mac:



 



    D. Acknowledges that in the event that you are due a
    lump-sum cash payment attributable to such Annual Equity Grant
    upon either a “Change of Control” or the termination
    of your employment for “Good Reason” or without
    “Cause,” pursuant to Sections 4.4 (d) and
    6.2(iii)(B),
    respectively, of your Employment Agreement, then you shall
    receive $6,000,000.



 



    As a result of your waiver in Paragraph A and Freddie
    Mac’s acknowledgement in Paragraph D of its payment
    obligations, above, this memorandum shall not be deemed to be an
    amendment to your Employment Agreement.



 



    This memorandum sets forth the entirety of Freddie Mac’s
    and your obligations with respect to the payment of:
    (i) annual short-term incentive target for the 2007
    performance period (payable in 2008), if any, (ii) the 2007
    Annual Equity Grant. Such terms may be modified only by approval
    of the Compensation and Human Resources Committee of the Board
    and a written agreement entered into by both you and Freddie
    Mac. This memorandum shall be governed by and construed in
    accordance with the laws of the Commonwealth of Virginia,
    without regard to its conflict-of-laws provisions.



 



    Should you agree to the terms set forth herein, please return an
    executed copy of this memorandum to Paul George, Freddie
    Mac’s Executive Vice-President, Human













 






    Eugene M. McQuade

    March 3, 2007

    Page 3



 


 



    Resources and to Robert Bostrom, Freddie Mac’s Executive
    Vice-President, General Counsel and Corporate Secretary.



 


	 	 	 
	
 
	
 
	
    FEDERAL HOME LOAN

    MORTGAGE CORPORATION

	
 
	
 
	
 

	

    Date:           March
    7, 2007

    




	
 
	
    By:  /s/  Geoffrey
    T. Boisi


    
Geoffrey
    T. Boisi 

    Chair of the Compensation and 

      Human Resources Committee

	
 
	
 
	
 

	

    Date:           March
    15, 2007

    




	
 
	
    /s/  Eugene
    M. McQuade


    
Eugene
    M. McQuade