exv10w52







 




    Exhibit
    10.52



 


	 	 	 	 	 
	
    

	
     

	
    Date
    
	
 
	
    To
    
	
 
	
 

	
    May 18, 2007
	
 
	
    Joe Smialowski
	
 
	
 

	
    From
    
	
 
	
 
	
 
	
 

	
    Paul George
	
 
	
 
	
 
	
 

	
    Subject

	
    Transition Period Agreement
	
 
	
 
	
 
	
 









 


 



    The purpose of this memorandum is to confirm you verbally
    communicated to Dick Syron on May 7, 2007 your desire to
    voluntarily terminate your employment with Freddie Mac effective
    June 30, 2007. Your acceptance of this memorandum will
    confirm your decision to remain an employee of Freddie Mac
    through December 31, 2007 (the “Transition
    Period”) subject to the terms and conditions set forth
    herein.



 



    In consideration for remaining with Freddie Mac during the
    Transition Period, Freddie Mac will provide you with the
    following.



 


			
	 	    1. 
	
    Continued base salary at your current rate through
    December 31, 2007.

	 
	 	    2. 
	
    A cash payment of $1,150,000, less applicable deductions,
    payable on January 31, 2008. This amount is equal to your
    target bonus for the 2007 performance year.

	 
	 	    3. 
	
    A supplemental cash payment of $200,000, less applicable
    deductions, payable on January 31, 2008.




 



    During the Transition Period, you will remain in your role as
    Executive Vice President — Operations and Technology
    functioning in a role and with responsibilities as determined by
    the Chairman and Chief Executive Officer and as set forth below:



 


			
	 	    • 
	
    During the Transition Period, Freddie Mac may assign leadership
    for the Comprehensive Plan to the Executive Vice President and
    Chief Financial Officer, who will have authority to make all
    final decisions regarding the Comprehensive Plan, including, but
    not limited to timing, prioritization, project definition and
    monitoring, and resource allocation on an enterprise-wide basis,
    including those decisions affecting the Operations and
    Technology division.

	 
	 	    • 
	
    Once a successor Executive Vice President — Operations
    and Technology has been named, you will carry out in good faith
    and cooperate fully with the transition of your responsibilities
    and the management of the Operations and Technology division.

	 
	 	    • 
	
    Freddie Mac has the right to re-assign you to an on-call
    consulting role once your successor has been named and a
    transition, as designated by Freddie Mac, has been completed.




 



    Freddie Mac reserves the right to terminate your employment at
    any time. In the event we terminate your employment prior to
    December 31, 2007 for reasons other than for Gross
    Misconduct (as such term is defined in
    Policy 3-254.1 —
    Officer Severance) or for violating any standard of conduct,
    attendance or behavior embodied in Exhibit A to Freddie Mac
    Policy 3-214,
    you will be entitled to receive the above













 







    Memorandum —
    Transition Period Agreement

    May 18, 2007

    Page 2 of 2
    



 



    termination benefits exclusively and in lieu of any other
    benefits you may otherwise be entitled to receive under any
    other officer severance plan, but shall remain otherwise subject
    to all of the terms and provisions of your Restrictive Covenant
    and Confidentiality Agreement.



 



    Implementing the terms outlined above will not constitute a
    severance eligible event under company programs nor will it
    constitute a “Special Circumstances” termination with
    respect to outstanding and unvested long-term incentive awards.



 




    The terms
    and conditions outlined above are subject to review and approval
    by both the

    Compensation and Human Resources Committee of the Board of
    Directors of Freddie Mac and the

    Office of Federal Housing Enterprise Oversight.



 



    Please return one signed copy of this letter to confirm you
    verbally communicated to Dick Syron on May 7, 2007 your
    intent to voluntarily terminate your employment with Freddie Mac
    effective June 30, 2007 and your acceptance of the terms
    and conditions of the Transition Period agreement.



 



    Please return the signed copy to me.



 


		
	    Signed and Agreed To: 	
    /s/  Joseph
    Smialowski








 



    Date:  May 20, 2007



 


		
	    Signed and Agreed To: 	
    /s/  Paul
    George








 



    Date:  June 29, 2007